TIDMFAP
RNS Number : 2809R
Ulster Bank Ireland DAC
25 October 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 )
EXTENSION OF TER OFFER AND CONSENT SOLICITATION
On 13 September 2023, Ulster Bank Ireland DAC (the "Issuer")
announced invitations to holders of its outstanding STG
GBP5,000,000 Floating Rate Subordinated Bonds (the "Bonds") 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")
(such invitation, the "Offer"), including in the case of the Offer,
the offer and distribution restrictions described below and set out
more fully in the Memorandum.
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
Description of Principal Amount subject to the
Bonds ISIN Outstanding Purchase Price(1) Redemption Price(1) 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
Notes:
(1) Expressed as a percentage applicable to the Bonds (not
including accrued interest). For further details on the amounts
payable to Bondholders see "Total amount payable to Bondholders"
below.
Consent Solicitation
In conjunction with the Offer, pursuant to a notice of meeting
dated 13 September 2023, the Bondholders were invited to consent to
certain modifications to the terms and conditions of the Bonds to
provide for the redemption of any of the Bonds of that are not
purchased pursuant to the Offer at the Redemption Price (which is
equivalent to the corresponding Purchase Price offered by the
Issuer pursuant to the Offer) plus the Accrued Interest Payment,
all as proposed by the Issuer for approval in the form of the
Resolution at the meeting of the Bondholders (the "Meeting") (the
"Proposal").
The Meeting was held at 10.00 a.m. (London time) on 25 October
2023 but was adjourned for want of quorum. For further information
in respect of the adjourned Meeting, please see the Notice of
Adjourned Meeting to be given to Bondholders by the Issuer today in
accordance with the Conditions (by delivery by post to the
Bondholders shown on the Register on the Record Date). Such notice
has also been published on the website of Euronext Dublin and via
RNS. If the Proposal is successful, the expected settlement date
for the Bonds that are not purchased pursuant to the Offer is
expected to be 22 November 2023. As of 1.00 p.m. (London time) on
23 October 2023, the Tender Instructions and Voting Only
Instructions received were all in favour of the Resolution.
Extension of Expiration Deadline
The Issuer has determined that the Expiration Deadline will be
extended to 1.00 p.m. (London time) on 13 November 2023, unless (in
respect of the Offer only) extended, withdrawn or terminated at the
sole discretion of the Issuer. The Settlement Date is expected to
be 22 November 2023.
All references to the "Expiration Deadline" and the "Settlement
Date" in this announcement and the Memorandum shall be to the
relevant date set out in this announcement.
Bondholders who have already validly submitted a Tender
Instruction or Voting Only Instruction do not need to take any
further action.
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.
Indicative Timetable
This is an indicative timetable showing one possible outcome for
the timing of the Offer and the Proposal based on the dates in the
Memorandum and, in respect of the Proposal, assuming that the
Resolution is passed.
Number of
Calendar
Days from
and
including
Date Launch Action
----------------- ---------- ----------------------------------------------------------------------------------------------------
25 October 2023 Day 43 Notice of adjourned Meeting
Notice of adjourned Meeting delivered by post. Notice of adjourned Meeting published on the
website of Euronext Dublin, via RNS.
13 November 2023 Day 62 Expiration Deadline
1:00 p.m., Lond In respect of Bondholders participating in an Offer and the related Proposal:
on time
Deadline for receipt by the Registrar of valid Tender Instructions in order for Bondholders
to elect to participate in the Offer. (1)
In respect of Bondholders participating in the Proposal only:
Deadline for receipt by the Registrar of Voting Only Instructions either (i) appointing the
Chairperson of the Meeting or any other person to attend and vote at the Meeting on a Bondholder's
behalf, or (ii) requesting details of how to attend and vote at the Meeting (in accordance
with the terms of the Memorandum).
Bondholders who have already validly submitted a Tender Instruction or Voting Only Instruction
do not need to take any further action.
15 November 2023 Day 64 Adjourned Meeting
10:00 a.m.,
London time
As soon as Day 64 Announcement of Result of adjourned Meeting and Offer Results and execution of Amendment
reasonably Deed
practicable Announcement of the result of the adjourned Meeting, whether the Issuer will accept valid
after the tenders of Bonds pursuant to the Offer and the final aggregate nominal amount of Bonds accepted
adjourned for purchase (if any) and, if the Resolution is passed, execution of Amendment Deed to implement
Meeting such Resolution.
22 November 2023 Day 71 Settlement Date
Expected settlement date for the Offer (regardless of whether or not the Proposal was implemented
at the adjourned Meeting).
If the Resolution is passed at the adjourned Meeting, expected redemption of all Bonds that
are not purchased pursuant to the Offer and also all Bonds that are purchased pursuant to
the Offer.
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 Offer are subject to
the right of the Issuer to extend, re-open, amend, and/or terminate
the Offer (subject to applicable law and as provided in the
Memorandum).
Further Information
Any questions about (i) the Offer and the Proposal 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 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 Offer and the
Proposal, 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".
Unless stated otherwise, notices and announcements in connection
with the Offer and the Proposal 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 Offer and the Proposal:
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 Offer and the Proposal, have any
difficulties cashing cheques or have any questions about the
delivery of Tender Instructions or 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: 25 October 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 Offer or the Proposal. Bondholders should consult their own
tax, accounting, financial and legal advisers as to whether or not
to participate in the Offer and the Proposal. This announcement
does not discuss the tax consequences to Bondholders of the Offer
or the Proposal or the purchase of Bonds by the Issuer pursuant to
the Offer or the implementation of the 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 Offer or the redemption of their Bonds
pursuant to the implementation of the 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 Offer or the Proposal.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Memorandum constitutes an
invitation to participate in the Offer 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 Offer is 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
Offer is 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 Offer 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 Offer 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 the Offer will represent
that it is not a U.S. Person, it is not located in the United
States and is not participating in the 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 the 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 Offer 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 Offer is not being made, directly or indirectly, to the
public in Ireland and no Offer of any Bonds under or in connection
with the Offer 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 Offer and any other documents or materials relating to the
Offer 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 Offer is 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 Offer 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 the 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, the 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.
This information is provided by RNS, 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
TENPPGCGUUPWGUA
(END) Dow Jones Newswires
October 25, 2023 06:15 ET (10:15 GMT)
Ulster Bk.11.75 (LSE:FAP)
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