TIDMFAP
RNS Number : 2290M
Ulster Bank Ireland DAC
13 September 2023
Company name: Ulster Bank Ireland DAC
Headline: Tender Offer and Consent Solicitation
Legal Entity Identifier: 635400KQIMALJ4XLAD78
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AND THE MARKET ABUSE
REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (A) IN OR INTO OR
TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA,
ITS TERRITORIES AND POSSESSIONS OR TO ANY U.S. PERSON (AS DEFINED
BELOW) OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. NOTHING IN THIS
ANNOUNCEMENT CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN
OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION.
Ulster Bank Ireland DAC
( incorporated in Ireland as a designated activity company
limited by shares, company number 25766 )
TER OFFER AND CONSENT SOLICITATION
Ulster Bank Ireland DAC (the "Issuer") today announces its
invitations to holders of its outstanding STG GBP5,000,000 Floating
Rate Subordinated Bonds (the "Floating Rate Bonds"), IEP
GBP30,000,000 11.375% Subordinated Bonds (the "11.375% Bonds") and
STG GBP20,000,000 11.75% Subordinated Bonds (the "11.75% Bonds"
and, together with the Floating Rate Bonds and the 11.375% Bonds,
the "Bonds" and each a "Series") to tender any or all of the Bonds
for purchase by the Issuer for cash subject to the conditions
described in the tender offer and consent solicitation memorandum
dated 13 September 2023 (the "Memorandum") (in respect of each
Series, such invitation an "Offer" and, together, the "Offers"),
including in the case of the Offers, the offer and distribution
restrictions described below and set out more fully in the
Memorandum.
In conjunction with the Offers, the Bondholders are being
invited to consent to certain modifications to the terms and
conditions of the relevant Series to provide for the redemption of
any Bonds of such Series that are not purchased pursuant to the
relevant Offer at the relevant Redemption Price (which is
equivalent to the corresponding Purchase Price offered by the
Issuer pursuant to such Offer) plus the Accrued Interest Payment,
all as proposed by the Issuer for approval in the form of the
relevant Resolution at separate meetings of the Bondholders of each
Series (each a "Meeting" and, in respect of each Series, such
invitation a "Proposal" and, together, the "Proposals").
Copies of the Memorandum are available from the Registrar as set
out below. Capitalised terms used in this announcement but not
defined have the meanings given to them in the Memorandum.
Amount
Principal Amount Redemption subject to the
Description of Bonds ISIN Outstanding Purchase Price(1) Price(1) relevant Offer
--------------------- ------------- ------------------- ------------------ ------------------- ------------------
STG GBP5,000,000 IE0004325282 STG GBP1,148,000 112.5 per cent. 112.5 per cent. Any and all
Floating Rate
Subordinated Bonds
(the "Floating Rate
Bonds")
IEP GBP30,000,000 IE0004325399 EUR 31,154,110.95 190 per cent. 190 per cent.
11.375% Subordinated
Bonds
(the "11.375%
Bonds")
STG GBP20,000,000 IE0004325514 STG GBP11,453,000 175 per cent. 175 per cent.
11.75% Subordinated
Bonds
(the "11.75% Bonds")
Notes:
(1) Expressed as a percentage applicable to such Series (not
including accrued interest). For further details on the amounts
payable to Bondholders see "Total amount payable to Bondholders"
below.
Each Proposal is separate and implementation in respect of one
Series is not conditional upon implementation in respect of any
other Series.
THE EXPIRATION DEADLINE IN RESPECT OF THE OFFERS AND THE
PROPOSALS IS 1.00 P.M. (LONDON TIME) ON 23 OCTOBER 2023,
UNLESS (IN RESPECT OF THE OFFERS ONLY) EXTED, WITHDRAWN
OR TERMINATED AT THE SOLE DISCRETION OF THE ISSUER.
Custodians, direct participants and clearing systems will have
earlier deadlines for receiving instructions prior to the
Expiration Deadline and holders should contact the intermediary
through which they hold their Bonds as soon as possible to ensure
proper and timely delivery of instructions.
Rationale
The Issuer is currently undergoing the process of a phased
withdrawal from the Republic of Ireland (see the Memorandum for
further information) and, in light of this phased withdrawal, the
Issuer is seeking to implement the Offers and the Proposals to
retire its legacy subordinated liabilities. The Bonds are no longer
required for the Issuer to meet its capital requirements and, in
any event, have ceased to be eligible for inclusion in the Issuer's
Tier 2 capital and own funds.
The Offers and Proposals are not related to any other
transaction, activity or communications which the Issuer is
undertaking as part of the phased withdrawal.
For further information on future plans for the Issuer as an
entity and how this could impact Bondholders see the
Memorandum.
Participation in the Offers and the Proposals
The submission by or on behalf of a Bondholder of a Tender
Instruction pursuant to the relevant Offer will also constitute
such Bondholder's appointment of the Chairperson of the relevant
Meeting (or their nominee) as such Bondholder's proxy to attend the
relevant Meeting (and any adjourned Meeting) and to cast the votes
attaching to the Bonds which are the subject of such Tender
Instruction in favour of the relevant Resolution. It will not be
possible to validly tender Bonds in the relevant Offer(s) without
so appointing the Chairperson of the relevant Meeting(s) (or their
nominee).
In order to participate in an Offer, a Bondholder must deliver
(i) a duly completed and signed Tender Instruction (in the form set
out in "Annex 2 - Form of Tender Instruction" of the Memorandum)
that is received by the Registrar at or prior to 1.00 p.m. (London
time) on 23 October 2023, unless extended, re-opened, amended
and/or terminated as provided in the Memorandum (the "Expiration
Deadline") and (ii) to the Registrar a certificate or certificates
for the Bonds which are the subject of such Tender Instruction
together with the Tender Instruction.
All documentation sent to or from a Bondholder is sent at the
Bondholder's own risk. No consideration due under any Offer will be
sent until after the relevant certificate(s) and/or other
document(s) of title or indemnities satisfactory to the Registrar
has/have been received.
Tender Instructions once submitted may in principle not be
withdrawn except in the limited circumstances outlined in the
Memorandum under the heading "Procedures for Participating in the
Offers and the Proposals - Amendment and Termination" in the
Memorandum.
Bondholders who tender less than all of their Bonds must
continue to hold Bonds of the relevant Series in no less than the
Minimum Denomination for such Series (in respect of each Series,
the "Minimum Denomination"), being (i) EUR 12,697.38 in the case of
the 11.375% Bonds, (ii) STG GBP10,000 in the case of the 11.75%
Bonds, and (iii) STG GBP1,000 in the case of the Floating Rate
Bonds. Tender Instructions may otherwise be submitted in respect of
any nominal amount of Bonds, including nominal amounts of less than
the Minimum Denomination for such Series (although Bondholders
should note that some or all of the votes relating to Tender
Instructions in amounts other than the Minimum Denomination (or an
integral multiple thereof) may not be counted, even if the relevant
Bonds are accepted for purchase in the relevant Offer).
Bondholders should submit Voting Only Instructions in the
Minimum Denomination for such Series (or an integral multiple
thereof) as otherwise their vote may not be counted.
Total amount payable to Bondholders
Payment pursuant to an Offer
If a Bondholder chooses to tender its Bonds pursuant to the
relevant Offer, and if the Issuer decides to accept valid tenders
of Bonds of such Series pursuant to the relevant Offer, the total
amount that will be paid to such Bondholder on the Settlement Date
for the Bonds of such Series accepted for purchase will be an
amount (rounded to the nearest GBP0.01 or EUR0.01, as applicable,
with GBP0.005 or EUR0.005, as applicable, rounded upwards) equal to
the sum of:
(a) a cash amount (the "Purchase Consideration"), being the
product of (i) the aggregate nominal amount of the Bonds of such
Series of such Bondholder accepted for purchase pursuant to the
relevant Offer and (ii) the relevant Purchase Price applicable to
such Series as specified in the table above; and
(b) a cash amount equal to the Accrued Interest on such Bonds
less any withholding in respect of tax that the Issuer is required
by applicable law to apply (the "Accrued Interest Payment").
The hypothetical Purchase Consideration (based on a Settlement
Date of 1 November 2023, which assumes implementation of the
relevant Proposal following approval of the Resolution at the
relevant Meeting (or any adjourned such Meeting)) paid to a
Bondholder that the Issuer has decided to accept a valid tender of
Bonds from (expressed as a cash amount in respect of a holding of
the Minimum Denomination of Bonds of the relevant Series) would
be:
EUR 24,125.022 in respect of the 11.375% Bonds;
GBP17,500.00 in respect of the 11.75% Bonds; and
GBP1,125.00 in respect of the Floating Rate Bonds.
The amount payable to each Bondholder will depend on the amount
of Bonds of each Series held by such Bondholder and validly
tendered and accepted for purchase and such amount be rounded as
described at the start of this section.
In addition an Accrued Interest Payment will be made. Accrued
Interest is payable for interest accrued and unpaid on the relevant
Bonds from (and including) the immediately preceding interest
payment date for such Bonds to (but excluding) the Settlement Date.
As such, the amount of Accrued Interest will be subject to the
Settlement Date of the relevant Bonds and in particular whether the
relevant Resolution is passed at the relevant initial Meeting or an
adjourned Meeting.
Payment if the relevant Proposal is implemented
If a Bondholder does not choose to tender its Bonds pursuant to
the relevant Offer, or their tender of Bonds is not accepted for
purchase by the Issuer pursuant to the relevant Offer, but the
relevant Proposal is implemented, the total amount that will be
paid to such Bondholder on the Settlement Date for the Bonds of
such Series accepted for purchase will be an amount (rounded to the
nearest GBP0.01 or EUR0.01, as applicable, with GBP0.005 or
EUR0.005, as applicable, rounded upwards) equal to the sum of:
(a) a cash amount (the "Redemption Consideration"), being the
product of (i) the aggregate nominal amount of the Bonds of such
Series of such Bondholder redeemed by the Issuer and (ii) the
relevant Redemption Price applicable to such Series as specified in
the relevant Resolution (and being equal to the Purchase Price
specified in the table above in respect of such Series); and
(b) the Accrued Interest Payment on such Bonds.
The hypothetical Redemption Consideration (based on a Settlement
Date of 1 November 2023, which assumes implementation of the
relevant Proposal following approval of the Resolution at the
relevant Meeting (or any adjourned such Meeting)) paid to a
Bondholder who holds Bonds of the relevant Series that are not
purchased pursuant to the relevant Offer (expressed as a cash
amount in respect of a holding of the Minimum Denomination of Bonds
of the relevant Series) would be:
EUR 24,125.022 in respect of the 11.375% Bonds;
GBP17,500.00 in respect of the 11.75% Bonds; and
GBP1,125.00 in respect of the Floating Rate Bonds.
The amount payable to each Bondholder will depend on the amount
of Bonds of each Series held by such Bondholder that are redeemed
and such amount be rounded as described at the start of this
section.
In addition an Accrued Interest Payment will be made. Accrued
Interest is payable for interest accrued and unpaid on the relevant
Bonds from (and including) the immediately preceding interest
payment date for such Bonds to (but excluding) the Settlement Date.
As such, the amount of Accrued Interest will be subject to the
Settlement Date of the relevant Bonds and in particular whether the
relevant Resolution is passed at the relevant initial Meeting or an
adjourned Meeting.
No payment if the relevant Proposal is not implemented
If a Bondholder does not choose to tender its Bonds pursuant to
the relevant Offer, or their tender of Bonds is not accepted for
purchase by the Issuer pursuant to the relevant Offer, and the
relevant Proposal is not implemented, such Bondholder will continue
to hold their Bonds subject to the relevant Conditions and will not
receive any payment in respect of the Offers or the Proposals.
For more information on the potential risks if the relevant
Proposal is not implemented please refer to the section of the
Memorandum entitled "Risk Factors and Other Considerations -
Redemption of the Bonds if the Issuer is wound up".
Participation in the Proposals other than by way of Tender
Instructions
The Meeting of the holders of the Floating Rate Bonds will be
held at 10:00 a.m. (London time) on 25 October 2023. The Meeting of
the holders of the 11.375% Bonds will be held at 10:05 a.m. (London
time) (or, if later, immediately after the conclusion of the
Meeting of the holders of the Floating Rate Bonds) on 25 October
2023. The Meeting of the holders of the 11.75% Bonds will be held
at 10:10 a.m. (London time) (or, if later, immediately after the
conclusion of the Meeting of the holders of the 11.375% Bonds) on
25 October 2023. Each Meeting (and any adjourned Meeting) is to be
held at the offices of A&L Goodbody LLP at 3 Dublin Landings,
North Wall Quay, International Financial Services Centre, Dublin 1,
D01 C4E0, Ireland.
Any Bondholder who has delivered a valid Tender Instruction
(together with a certificate or certificates in respect of the
relevant Bonds which are the subject of such Tender Instruction)
which is received by the Registrar by the applicable deadlines
specified in the Memorandum need take no further action to be
represented at the relevant Meeting (or any such adjourned such
Meeting) in respect of such Bonds as the delivery of a valid Tender
Instruction constitutes such Bondholder's appointment of the
Chairperson of the relevant Meeting (or their nominee) as such
Bondholder's proxy to attend the relevant Meeting (and any
adjourned Meeting) and to cast the votes attaching to the Bonds
which are the subject of such Tender Instruction in favour of the
relevant Resolution.
Any Bondholder who does not wish, or is not able, to tender its
Bonds for purchase pursuant to the relevant Offer but still wishes
to vote at the relevant Meeting in respect of such Bonds may do so
by delivering a duly completed and signed Voting Only Instruction
(in the form set out in "Annex 3 - Form of Voting Only Instruction"
of the Memorandum) to the Registrar either (i) appointing the
Chairperson of the relevant Meeting or any other person to attend
and vote at the relevant Meeting on such Bondholder's behalf or
(ii) requesting details of how to attend and vote at the relevant
Meeting that is received by the Registrar at or prior to 1.00 p.m.
(London time) on 23 October 2023, as further described in each
Notice of Meeting.
Bondholders should submit Voting Only Instructions in the
Minimum Denomination for such Series (or an integral multiple
thereof) as otherwise their vote may not be counted.
The quorum required for the relevant Proposal to be considered
at the Meeting of the relevant Series is one or more persons
present in person or by proxy and holding or representing in
aggregate not less than one-third of the principal amount of the
Series for the time being outstanding.
In the event such quorum is not present within 15 minutes from
the time initially fixed for the Meeting, or the Eligibility
Condition is not satisfied at such Meeting, the Meeting will be
adjourned for not less than 14 nor more than 42 days. At any
adjourned Meeting, one or more persons present in person or by
proxy and holding or representing in aggregate not less than
one-third of the principal amount of the Series for the time being
outstanding shall be a quorum provided that if such a quorum is not
present within half an hour from the time appointed for the
adjourned Meeting, the Bondholders present in person or by proxy at
the adjourned Meeting (whatever the aggregate principal amount of
the Series for the time being held or represented by them) shall be
a quorum (as further described in the relevant Notice of
Meeting.
A Voting Only Instruction which has not been subsequently
revoked, shall remain valid for any such adjourned Meeting.
Bondholders should note these quorum requirements and should be
aware that, if the Bondholders either present or appropriately
represented at the relevant Meeting are insufficient to form a
quorum for the relevant Proposal, such Proposal cannot be formally
considered at such Meeting. Bondholders are therefore encouraged
either to arrange to be represented at the relevant Meeting or to
attend the relevant Meeting in person as soon as possible.
Any individual or company whose Bonds are held on its behalf by
a broker, dealer, bank, custodian, trust company or other nominee
or intermediary is advised to check with such intermediary when it
needs to receive instructions in order for such individual or
company to be able to participate in, or revoke its Voting Only
Instruction or (in the limited circumstances in which revocation is
permitted) its Tender Instruction. The deadlines set by any
intermediary will be earlier than the deadlines specified in the
Memorandum.
Conditions of the Proposals
The implementation of each Proposal in respect of a Series and
the related Resolution will be conditional on:
(a) the passing of the relevant Resolution; and
(b) the quorum required for, and the requisite majority of votes
cast at, the relevant Meeting being satisfied by Eligible
Bondholders, irrespective of any participation at the relevant
Meeting by Ineligible Bondholders (as defined in each Notice of
Meeting), including the satisfaction of such condition at an
adjourned Meeting (the "Eligibility Condition").
Further Information
Any questions about (i) the Offers and the Proposals may be
directed to the Dealer Manager or (ii) the delivery of Tender
Instructions or Voting Only Instructions may be directed to the
Registrar, on behalf of the Issuer, in each case, at the relevant
contact details provided below. Any questions or requests for
assistance in connection with the delivery of a Tender Instruction
or Voting Only Instruction or arrangements for attending and voting
at the relevant Meeting in person, or requests for additional
copies of the Memorandum or related documents (which may be
obtained free of charge, subject to any applicable distribution
restrictions), may also be directed to the Registrar at the
telephone number provided below.
Before making a decision with respect to the Offers and the
Proposals, Bondholders should carefully consider all of the
information in the Memorandum and, in particular, the section
entitled "Questions and Answers about the Offers and the Proposals"
and the risk factors described in the section entitled "Risk
Factors and Other Considerations".
Indicative Timetable
This is an indicative timetable showing one possible outcome for
the timing of the Offers and the Proposals based on the dates in
the Memorandum and, in respect of the Proposals, assuming that the
Resolution is passed.
Number of
Calendar
Days from
and
including
Date Launch Action
---------------- ---------- ---------------------------------------------------------------------------------------------
13 September Day 1 Launch
2023
Notice of Meetings and Memorandum delivered by post. Notice of Meetings published on the
website
of Euronext Dublin and via RNS.
Documents referred to in each Notice of Meeting available for inspection from the Registrar.
23 October 2023 Day 41 Expiration Deadline
1.00 p.m., In respect of Bondholders participating in an Offer and the related Proposal:
London time Deadline for receipt by the Registrar of valid Tender Instructions in order for Bondholders
to elect to participate in the relevant Offer.(1)
In respect of Bondholders participating in a Proposal only:
Deadline for receipt by the Registrar of Voting Only Instructions either (i) appointing the
Chairperson of the relevant Meeting or any other person to attend and vote at the relevant
Meeting on a Bondholder's behalf, or (ii) requesting details of how to attend and vote at
the relevant Meeting (in accordance with the terms of the Memorandum).
25 October 2023 Day 43 Meeting
The Meeting of the holders of the Floating Rate Bonds will be held at 10:00 a.m. (London
time)
on 25 October 2023.
The Meeting of the holders of the 11.375% Bonds will be held at 10:05 a.m. (London time)
(or,
if later, immediately after the conclusion of the Meeting of the holders of the Floating
Rate
Bonds) on 25 October 2023.
The Meeting of the holders of the 11.75% Bonds will be held at 10:10 a.m. (London time) (or,
if later, immediately after the conclusion of the Meeting of the holders of the 11.375%
Bonds)
on 25 October 2023.
As soon as Day 43 Announcement of Result of Meetings and Offer Results and execution of Amendment Deed
reasonably Announcement of the result of each Meeting.
practicable In respect of each Series where the relevant Resolution is passed at the initial Meeting,
after the whether the Issuer will accept valid tenders of Bonds pursuant to the relevant Offer(s) and
Meetings the final aggregate nominal amount of Bonds accepted for purchase (if any) and execution of
Amendment Deed to implement such Resolution.
1 November 2023 Day 50 Settlement Date
In respect of each Series where the relevant Resolution is passed at the initial Meeting,
expected settlement date for the relevant Offer(s) and expected redemption of all Bonds of
such Series that are not purchased pursuant to the relevant Offer(s).
In respect of any Series where the relevant Proposal is not implemented at the relevant Meeting:
Note this is an indicative earliest timetable, and events may occur at different times to
those set out below.
As soon as Day 43 Notice of adjourned Meeting(s)
reasonably Notice of adjourned Meeting(s) delivered by post. Notice of adjourned Meeting(s) published
practicable on the website of Euronext Dublin, via RNS.
after the
Meetings
8 November 2023 Day 57 Adjourned Meeting(s)
10:00 a.m., Earliest date at which adjourned Meeting(s) to be held.
London time
As soon as Day 57 Announcement of Result of adjourned Meeting(s) and Offer Results and execution of Amendment
reasonably Deed
practicable Earliest date of announcement of the result of each adjourned Meeting, whether the Issuer
after the will accept valid tenders of Bonds pursuant to the relevant Offer(s) and the final aggregate
adjourned nominal amount of Bonds accepted for purchase (if any) and, in respect of each Series where
Meetings the relevant Resolution is passed, execution of Amendment Deed to implement such Resolution.
15 November Day 64 Settlement Date
2023 In respect of each Series where the relevant Resolution was not passed at the initial
Meeting,
earliest expected settlement date for the relevant Offer(s) (regardless of whether or not
the Proposal was implemented at the adjourned Meeting).
In respect of each Series where the relevant Resolution is passed at an adjourned Meeting,
expected redemption of all Bonds of such Series that are not purchased pursuant to the
relevant
Offer(s) and also all Bonds of such Series that are purchased pursuant to the relevant
Offer(s).
Note:
(1) Bondholders who have lost their certificate(s) should notify
the Registrar by telephone (+353 1447 5468) or write to the
Registrar at Computershare Investor Services (Ireland) Limited,
Citywest Business Campus, Dublin 24, D24 AK82, Ireland requesting a
letter of indemnity for the lost certificate(s). When completed in
accordance with the instructions given by the Registrar,
Bondholders should return the letter of indemnity to the Registrar
at the above address together with the completed Tender Instruction
by not later than the Expiration Deadline.
Bondholders should ensure that the Registrar has the correct
mailing address for them and contact the Registrar if any updates
need to be made.
The above times and dates in respect of the Offers are subject
to the right of the Issuer to extend, re-open, amend, and/or
terminate the Offers (subject to applicable law and as provided in
the Memorandum).
The timetable above in respect of an adjourned Meeting for any
Series where the relevant Proposal is not implemented at the
relevant Meeting is indicative and sets out the earliest timetable,
however, these events may occur at different times to those set
out. If any initial Meeting is not quorate on the date stated
above, such Meeting shall stand adjourned for such period, being
not less than 14 days nor more than 42 days (as specified by the
Issuer in the notice of the adjourned meeting), and notice of any
adjourned meeting shall be given in the same manner as notice of
the original Meeting, save that at least 10 days' notice (and not
more than 42 days' notice) shall be given.
Unless stated otherwise, notices and announcements in connection
with the Offers and the Proposals will be made by publication on
the website of Euronext Dublin and via RNS. Copies of all such
notices and announcements can also be obtained from the Registrar,
the contact details for whom are below. In addition, Bondholders
may contact the Dealer Manager for information using the contact
details below.
Any individual or company whose Bonds are held on its behalf by
a broker, dealer, bank, custodian, trust company or other nominee
or intermediary is advised to check with that intermediary when it
needs to receive instructions in order for such individual or
company to be able to participate in, or revoke its Voting Only
Instruction or (in the limited circumstances in which revocation is
permitted) its Tender Instruction. The deadlines set by any
intermediary will be earlier than the deadlines specified in this
announcement.
For information on submitting a Tender Instruction see
"Procedures for Participating in the Offers and the Proposals" in
the Memorandum and for information on submitting a Voting Only
Instruction see the relevant Notice of Meeting.
Market Abuse Regulation
This announcement is released by the Issuer and contains
information in relation to the Bonds that qualified as inside
information for the purposes of the Market Abuse Regulation (EU)
596/2014 ("MAR") and MAR as it forms part of domestic law of the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 ("EUWA") ("UK MAR"), encompassing information relating to the
Bonds. For the purposes of MAR, UK MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055 (the "MAR Implementing
Regulation") and the MAR Implementing Regulation as it forms part
of domestic law of the United Kingdom by virtue of the EUWA, this
announcement is made by John Webb, Group Treasurer of the
Issuer.
This announcement is given by Ulster Bank Ireland DAC.
Bondholders should contact the following for further information
in respect of the Proposals:
The Sole Dealer Manager
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 (0) 20 7678 5222 (for Bondholders not in France)
/ +33 (0) 1789 51859 (for Bondholders in France)
Email: NWMLiabilityManagement@natwestmarkets.com
Attention: Liability Management
In the event that Bondholders do not receive documents or
cheques in respect of the Proposals, have any difficulties
cashing cheques or have any questions about the delivery
of Voting Only Instructions, their queries may be directed
to the Registrar, on behalf of the Issuer, at the following
telephone number:
The Registrar
Computershare Investor Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
D24 AK82
Ireland
Telephone: +353 1447 5468
Dated: 13 September 2023
DISCLAIMER : This announcement must be read in conjunction with
the Memorandum. The Memorandum contains important information which
should be read carefully before any decision is made with respect
to the Offers or the Proposals. Bondholders should consult their
own tax, accounting, financial and legal advisers as to whether or
not to participate in the Offers and the Proposals. This
announcement does not discuss the tax consequences to Bondholders
of the Offers or the Proposals or the purchase of Bonds by the
Issuer pursuant to an Offer or the implementation of the relevant
Proposal. Bondholders are urged to consult their own professional
advisers regarding these possible tax consequences (including
capital gains tax, income tax, withholding tax and any other
relevant charges or duties) under the laws of the jurisdictions
that apply to them or the sale of their Bonds pursuant to the
Offers or the redemption of their Bonds pursuant to the
implementation of a Proposal and the receipt of the Purchase
Consideration and/or Redemption Consideration (as applicable) and
the Accrued Interest Payment. Where required by applicable law,
Irish withholding tax shall be deducted from each Accrued Interest
Payment in the same manner as tax has been withheld from periodic
interest payments under the Bonds. Bondholders are liable for their
own taxes and similar or related payments imposed on them under the
laws of any applicable jurisdiction, and have no recourse to the
Issuer, the Dealer Manager or the Registrar with respect to such
taxes arising in connection with the Offers or the Proposals.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Memorandum constitutes an
invitation to participate in the Offers in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make
such invitation or for there to be such participation under
applicable securities laws. The distribution of this announcement
or the Memorandum in certain jurisdictions may be restricted by
law. Persons into whose possession this announcement or the
Memorandum comes are required by each of the Issuer, the Dealer
Manager and the Registrar to inform themselves about and to observe
any such restrictions.
United States
The Offers are not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a "U.S. Person")).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of this announcement,
the Memorandum and any other documents or materials relating to the
Offers are not being, and must not be, directly or indirectly,
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to a U.S. Person and the
Bonds cannot be tendered in the Offers by any such use, means,
instrumentality or facility or from or within or by persons located
or resident in the United States or by any U.S. Person. Any
purported tender of Bonds in the Offers resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Bonds made by a person located in the
United States, a U.S. Person, by any person acting for the account
or benefit of a U.S. Person, or by any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States will be invalid
and will not be accepted.
Each holder of Bonds participating in an Offer will represent
that it is not a U.S. Person, it is not located in the United
States and is not participating in such Offer from the United
States, or it is acting on a non-discretionary basis for a
principal located outside the United States that is not giving an
order to participate in such Offer from the United States and who
is not a U.S. Person. For the purposes of this and the above
paragraph, "United States" means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
United Kingdom
The communication of this announcement, the Memorandum and any
other documents or materials relating to the Offers is not being
made, and such documents and/or materials have not been approved,
by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (as amended). Accordingly,
such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom.
The communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")) or persons who are within Article 43(2) or Article 49 of
the Financial Promotion Order (which includes the Bondholders) or
any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order.
Ireland
The Offers are not being made, directly or indirectly, to the
public in Ireland and no Offers of any Bonds under or in connection
with the Offers may be effected to persons in Ireland except in
conformity with the provisions of Irish laws and regulations (the
"Applicable Irish Laws") including, without limitation: (i) the
Companies Act 2014 (as amended, the "Companies Act"); (ii) the
Irish Central Bank Acts 1942 to 2023 (as amended) and any codes of
practice made under Section 117(1) of the Central Bank Act 1989 (as
amended); (iii) Regulation (EU) 2017/1129, the European Union
(Prospectus) Regulations 2019 and any rules issued under Section
1363 of the Companies Act by the Central Bank of Ireland (the
"Central Bank"); (iv) the European Union (Markets in Financial
Instruments) Regulations 2017 (as amended) and any codes or rules
of conduct applicable thereunder, Regulation (EU) No 600/2014 and
any delegated or implementing acts adopted thereunder and the
provisions of the Investor Compensation Act 1998 (as amended); and
(v) the Market Abuse Regulation (EU 596/2014) (as amended), the
European Union (Market Abuse) Regulations 2016 (as amended) and any
rules and guidelines issued under Section 1370 of the Companies Act
by the Central Bank.
The Offers and any other documents or materials relating to the
Offers must not be distributed to persons in Ireland otherwise than
in conformity with the provisions of the Applicable Irish Laws.
Jersey
This announcement relates to a tender offer for the Bonds. No
consent of the Jersey Financial Services Commission under Article
8(2) of the Control of Borrowing (Jersey) Order 1958 (the "COBO")
or otherwise has been obtained for the circulation in Jersey of any
offer for subscription, sale or exchange of any Bonds described in
this announcement or the Memorandum and any such offer is, for the
purposes of Article 8 of the COBO, valid in the United Kingdom and
is, mutatis mutandis, circulated in Jersey only to persons similar
to those to whom, and in a manner similar to that in which, it is
for the time being circulated in the United Kingdom. The Jersey
Financial Services Commission does not accept any responsibility
for the financial soundness of or any representations made in
connection with the Issuer.
The Offers are personal to the person to whom this announcement
is being delivered by or on behalf of the Issuer, and a tender will
only be accepted from such person. This announcement and the
Memorandum may not be reproduced or used for any other purpose.
General
Neither this announcement, the Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Bonds (and tenders of Bonds for
purchase pursuant to the Offers will not be accepted from
Bondholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and the Dealer Manager or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by the Dealer
Manager or such affiliate, as the case may be, on behalf of the
Issuer in such jurisdiction.
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENKZGMLRZKGFZM
(END) Dow Jones Newswires
September 13, 2023 02:43 ET (06:43 GMT)
Ulster Bk.11.75 (LSE:FAP)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Ulster Bk.11.75 (LSE:FAP)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024
