TIDM49WP
RNS Number : 9370S
NIBC Bank N.V.
09 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN 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) (the "United States") OR TO ANY U.S. PERSON (AS
DEFINED BELOW) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
9 NOVEMBER 2023
NIBC Bank N.V. ANNOUNCES A TER OFFER FOR ITS OUTSTANDING EUR
500,000,000 2.000 PER CENT. SENIOR NON-PREFERRED UNSECURED NOTES
DUE 9 APRIL 2024 (ISIN: XS1978668298)
NIBC Bank N.V. (the "Issuer") has today launched its invitation
to holders of its outstanding EUR 5 00,000,000 2.000 per cent.
Senior Non-Preferred Unsecured Notes due 9 April 2024 (issued in
one tranche of EUR 300,000,000 on 9 April 2019 and one tranche of
EUR 200,000,000 issued on 10 June 2020, which tranches were then
consolidated to form a single series) (ISIN: XS1978668298) (the
"Notes") to tender any and all such Notes for purchase by the
Issuer for cash (such invitation, the "Offer") . The Offer is being
made subject to applicable law and regulation, on the terms and
subject to the conditions and the offer and distribution
restrictions described in the tender offer memorandum dated 9
November 2023 (the "Tender Offer Memorandum").
Copies of the Tender Offer Memorandum are (subject to applicable
law and regulation and the offer and distribution restrictions)
available from Kroll Issuer Services Limited (the "Tender Agent").
Capitalised terms used and not otherwise defined in this
announcement have the meanings given to them in the Tender Offer
Memorandum. In the event of discrepancies between this announcement
and the provisions in the Tender Offer Memorandum, the Tender Offer
Memorandum will prevail.
Summary of the Offer
Aggregate Principal Amount Amount subject to the
Description of Notes ISIN Outstanding Purchase Price Offer
--------------------------- -------------- --------------------------- --------------- ---------------------------
EUR 500,000,000 2.000 per
cent. Senior
Non-Preferred Unsecured
Notes due 9 April 2024
(issued
in one tranche of EUR
300,000,000 on 9 April
2019 and one tranche of
EUR 200,000,000 issued
on 10 June 2020, which
tranches were then
consolidated to form a
single series) XS1978668298 EUR 500,000,000 99.00% Any-and-all
THE OFFER COMMENCES ON 9 NOVEMBER 2023 AND WILL EXPIRE AT 16:00
HOURS (LONDON TIME)/17:00 HOURS CET ON 16 NOVEMBER 2023 (THE
"EXPIRATION DEADLINE"), UNLESS EXTED, RE-OPENED, WITHDRAWN OR
TERMINATED AT THE SOLE AND ABSOLUTE DISCRETION OF THE ISSUER, AS
PROVIDED IN THE TER OFFER MEMORANDUM.
THE OFFER IS SUBJECT TO SATISFACTION OR WAIVER OF THE NEW
FINANCING CONDITION AND THE OTHER TERMS AND CONDITIONS SET OUT
HEREIN.
TER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE WITHDRAWN EXCEPT IN
THE LIMITED CIRCUMSTANCES OUTLINED IN THE TER OFFER MEMORANDUM.
Custodians, Direct Participants and Clearing Systems will have
deadlines for receiving instructions prior to the Expiration
Deadline and holders should contact the intermediary through which
they hold their Notes as soon as possible to ensure proper and
timely delivery of instructions.
Rationale for the Offer
The Issuer is making the Offer in order to provide liquidity to
the holders of the Notes while optimising its funding and liquidity
position. The Offer also provides the holders of the Notes with an
opportunity to sell their Notes ahead of their maturity date and to
receive, at the sole and absolute discretion of the Issuer,
priority in the allocation of the New Notes as further described
below .
Notes purchased by the Issuer pursuant to the Offer will be
cancelled and will not be re-issued or re-sold.
New Financing Condition
The Issuer announced today its intention to issue new
EUR-denominated fixed rate senior non-preferred unsecured notes
(the "New Notes"). The purchase of any Notes by the Issuer pursuant
to the Offer is subject to the pricing of the issue of the New
Notes on or prior to the Tender Offer Settlement Date (the "New
Financing Condition"). The Issuer may, at its sole discretion,
waive the New Financing Condition.
Priority in allocation of New Notes
A Noteholder that wishes to subscribe for New Notes in addition
to validly tendering Notes for purchase pursuant to the Offer may,
at the sole discretion of the Issuer, receive priority (the "New
Issue Priority") in the allocation of the New Notes, subject to the
terms set out herein, the satisfaction (or waiver) of the New
Financing Condition and such Noteholder also making a separate
application for the purchase of such New Notes to a Dealer Manager
(in its capacity as a manager of the issue of the New Notes) in
accordance with the standard new issue procedures of such manager.
Please refer to the Tender Offer Memorandum for further details.
However, the Issuer is not obliged to allocate the New Notes to a
Noteholder who has validly tendered or indicated a firm intention
to tender Notes pursuant to an Offer.
The pricing and allocation of the New Notes may take place prior
to the Expiration Deadline and, as such, any Noteholder who wishes
to subscribe for New Notes in addition to tendering their Notes for
purchase pursuant to the Offer is advised to contact the Dealer
Managers as soon as possible in order to be eligible to receive New
Issue Priority and to provide, as soon as practicable, and prior to
the allocation of the New Notes, to the Issuer or any Dealer
Manager an indication of its firm intention to tender their Notes
for purchase and the principal amount of the Notes that it intends
to tender pursuant to the Offer.
MiFID II product governance - The target market for the New
Notes is eligible counterparties and professional clients only,
each as defined in Directive 2014/65/EU (as amended, "MiFID
II").
The New Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area. For
these purposes, the expression "retail investor" means a person who
is one (or more) of the following: (i) a retail client as defined
in point (11) of Article 4(1) of MiFID II; (ii) a customer within
the meaning of Directive (EU) 2016/97, where that customer would
not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II, (iii) not a qualified investor as defined
in Regulation (EU) 2017/1129.
The New Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom. For these
purposes, the expression "retail investor" means a person who is
one (or more) of the following: (i) a retail client as defined in
point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part
of domestic law by virtue of the EUWA; or (ii) a customer within
the meaning of the provisions of the Financial Services and Markets
Act 2000, as amended (the "FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Purchase Price and Accrued Interest Payment
Subject to the Minimum Denomination in respect of the Notes, the
price payable for Notes validly tendered in the Offer and accepted
for purchase (the "Purchase Price") will be equal to 99.00% of the
principal amount of the Notes.
In respect of any Notes accepted for purchase, the Issuer will
also pay an amount equal to any accrued and unpaid interest on the
relevant Notes from, and including, the interest payment date for
the Notes immediately preceding the Tender Offer Settlement Date up
to, but excluding, the Tender Offer Settlement Date, which is
expected on 20 November 2023.
Notes purchased by the Issuer pursuant to the Offer will be
immediately cancelled. Notes which have not been validly tendered
and accepted for purchase pursuant to the Offer will remain
outstanding after the Tender Offer Settlement Date.
Acceptance and No Scaling
If the Issuer decides to accept any valid tenders of Notes for
purchase pursuant to the Offer, the Issuer will accept for purchase
all Notes that are validly tendered in full, with no pro rata
scaling, subject to the satisfaction or waiver of the New Financing
Condition on or prior to the Tender Offer Settlement Date.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute
discretion, to extend, re-open, withdraw or terminate the Offer and
to amend or waive any of the terms and conditions of the Offer at
any time following the announcement of the Offer, as described
herein under the heading "Amendment and Termination". Details of
any such extension, re-opening, withdrawal, termination, amendment
or waiver will be notified to the Noteholders as soon as possible
after such decision.
Summary of Action to be Taken
To tender Notes in the Offer, a holder of Notes should deliver,
or arrange to have delivered on its behalf, via the relevant
Clearing System and in accordance with the requirements of such
Clearing System, a valid Tender Instruction that is received in
each case by the Tender Agent by the Expiration Deadline as
follows:
(a) any Noteholder that does not wish to subscribe for New Notes
and wishes only to tender Notes for purchase for cash by the Issuer
should deliver, or arrange to have delivered on its behalf, a
Tender Instruction; and
(b) any Noteholder that wishes to subscribe for New Notes in
addition to tendering Notes for purchase by the Issuer, and to be
eligible to receive New Issue Priority, should follow the
procedures described in "Terms and Conditions of the Offer -
Priority in allocation of New Notes" of the Tender Offer
Memorandum.
Tender Instructions must be submitted in respect of a principal
amount of Notes of no less than the Minimum Denomination.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer
before the deadlines specified in this Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified in this Tender Offer Memorandum.
If a Noteholder wishes to request New Issue Priority but does
not have an account with a Dealer Manager (in its capacity as a
manager of the issue of New Notes) or is not otherwise an approved
counterparty of any such manager, such Noteholder must arrange for
its application for New Issue Priority to be requested through an
Intermediary that is an approved counterparty of such Dealer
Manager (in its capacity as a manager of the issue of New
Notes).
Further Information
Any questions or requests for assistance in connection with (i)
the Offer, may be directed to the Dealer Managers, and (ii) the
delivery of Tender Instructions or requests for additional copies
of the Tender Offer Memorandum or related documents, which may be
obtained free of charge, may be directed to the Tender Agent, the
contact details for each of which are provided on the back cover of
this announcement.
Before making a decision with respect to the Offer, Noteholders
should carefully consider all of the information in the Tender
Offer Memorandum.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 ("MAR").
FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING
REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY HANS
STARRENBURG, HEAD OF TREASURY OF NIBC BANK N.V .
EXPECTED TIMETABLE OF EVENTS
This is an indicative timetable showing one possible outcome for
the timing of the Offer. This timetable is subject to change and
dates and times may be extended or amended by the Issuer in
accordance with the terms of the Offer as described in the Tender
Offer Memorandum. Accordingly, the actual timetable may differ
significantly from the timetable below.
Number of Business Days from and
Date including Launch Action
------------------------------------- --------------------------------------- --------------------------------------
9 November 2023 Day 1 Commencement of the Offer
Offer announced.
Tender Offer Memorandum available
from the Tender Agent. Offering
Circular available from
the Dealer Managers (in their
capacity as a manager of the issue of
the New Notes).
On or before the Expiration Deadline Pricing of the New Notes
Expected pricing of the New Notes.
16 November 2023 Day 6 Expiration Deadline
16.00 hours, Deadline for receipt by the Tender
London time/17.00 hours, CET Agent of all Tender Instructions in
order for Noteholders
to be able to participate in the
Offer, as applicable.
17 November 2023 Day 7 Announcement of Result of Offer
Announcement of the Issuer's decision
whether to accept valid tenders of
Notes for purchase
pursuant to the Offer, subject only
to the satisfaction or (if
applicable) waiver of the New
Financing Condition on or prior to
the Tender Offer Settlement Date.
20 November 2023 Day 8 Tender Offer Settlement Date
Expected Tender Offer Settlement Date
for the Offer. Payment of Purchase
Consideration and
Accrued Interest Payment in respect
of the Offer.
Announcements will be made by (i) the issue of a press release
on the Issuer's website and (ii) the delivery of notices to the
Clearing Systems for communication to Direct Participants. Copies
of all such announcements, press releases and notices can also be
obtained from the Tender Agent. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Noteholders are urged to contact the Tender Agent for the relevant
announcements relating to the Offer.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer
before the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified
above.
Disclaimer
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offer. If any Noteholder
is in any doubt as to the contents of this announcement, the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial, legal, regulatory and tax advice, including
in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial,
regulatory, tax or legal adviser.
None of the Issuer, the Dealer Managers or the Tender Agent or
any of their respective directors, employees, officers, agents or
affiliates expresses any opinion about the merits of the Offer or
makes any recommendation as to whether or not any Noteholder should
offer to sell its Notes and no one has been authorised by the
Issuer, the Dealer Managers or the Tender Agent to make any such
recommendation.
Offer and Distribution 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 Tender Offer
Memorandum and any other documents or materials relating to the
Offer 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
Notes 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
Notes in the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
tender of Notes 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.
This Tender Offer Memorandum is not an offer of securities for
sale in the United States or to U.S. Persons. Securities may not be
offered or sold in the United States absent registration under, or
an exemption from the registration requirements of, the Securities
Act. The New Notes have not been, and will not be, registered under
the Securities Act or the securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold or
delivered, directly or indirectly, in the United States or to, or
for the account or benefit of, U.S. Persons.
Each holder of Notes participating in the Offer will represent
that it is not a U.S. Person 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 Tender Offer 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. 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) of the Financial Promotion Order or
any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order.
France
The Offer is not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors
(investisseurs qualifiés) as referred to in Article L.411-2 1deg of
the French Code monétaire et financier and defined in Article 2(e)
of Regulation (EU) 2017/1129 (as amended). Neither this Tender
Offer Memorandum nor any other documents or materials relating to
the Offer have been or shall be distributed in France other than to
qualified investors (investisseurs qualifiés) and only qualified
investors (investisseurs qualifiés) are eligible to participate in
the Offer. This Tender Offer Memorandum and any other document or
material relating to the Offer have not been and will not be
submitted for clearance to nor approved by the Autorité des marchés
financiers.
Italy
None of the Offer, this Tender Offer Memorandum or any other
documents or materials relating to the Offer have been or will be
submitted to the clearance procedure of the Commissione Nazionale
per le Società e la Borsa ("CONSOB").
The Offer is being carried out in the Republic of Italy as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999 (the "Issuer's
Regulation").
Noteholders, or beneficial owners of the Notes, can tender some
or all of their Notes pursuant to the Offer through authorised
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offer.
General
Neither this Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Offer will not be accepted from
Noteholders) 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 Managers 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
Managers or such affiliate, as the case may be, on behalf of the
Issuer in such jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in the Offer by
submitting valid Tender Instruction will be deemed to give certain
other representations as set out in "Procedures for Participating
in the Offer" will be deemed to give certain representations in
respect of the other jurisdictions referred to above and generally
as set out in "Procedures for Participating in the Offer". Any
tender of Notes for purchase pursuant to the Offer from a
Noteholder that is unable to make these representations will not be
accepted.
NAME OF ISSUER
NIBC Bank N.V.
Carnegieplein 4
2517 KJ The Hague
The Netherlands
THE STRUCTURING ADVISER AND DEALER MANAGER
BNP Paribas
16, boulevard des Italiens
75009 Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
THE DEALER MANAGERS
Deutsche Bank Aktiengesellschaft
Taunusanlage 12
60325 Frankfurt am Main
Federal Republic of Germany
Telephone: +44 207 545 8011
Attention: Liability Management Group
UBS Europe SE
Bockenheimer Landstrasse 2-4
60306 Frankfurt am Main
Federal Republic of Germany
Telephone: +44 20 7568 1121
Attention: Liability Management Group
Email: ol-liabilitymanagement-eu@ubs.com
THE TENDER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 207 704 0880
Attention: Arlind Bytyqi / Paul Kamminga
Email: nibc@is.kroll.com
Website: https://deals.is.kroll.com/nibc
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END
TENFIFVTLSLAIIV
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