TIDM65DV
RNS Number : 5854A
CHESS Capital Securities plc
02 February 2011
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA, TO ANY U.S. PERSON
OR TO ANY PERSON LOCATED OR RESIDENT IN ITALY (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW)
2nd February, 2011
CHESS Capital Securities plc announces Tender Offer for any and
all of the outstanding EUR125,000,000 Perpetual Tier-One
Pass-Through Securities (ISIN: XS0225592145)
CHESS Capital Securities plc (Chess or the Company) announced
today an invitation to holders of its outstanding EUR125,000,000
Perpetual Tier-One Pass-Through Securities (the Notes) to tender
any and all of their Notes for purchase by the Company for cash
(theOffer). The Offer is being made on the terms and subject to the
conditions contained in the Tender Offer Memorandum dated 2nd
February, 2011 (the Tender Offer Memorandum) prepared by the
Company, and is subject to the offer restrictions set out below and
as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Dealer Manager and
the Tender Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Rationale
On 28th November, 2010, the Central Bank of Ireland announced
that it set a new minimum capital requirement of 10.5 per cent.
core tier-1. In addition, the Central Bank requires EBS Building
Society (EBS) to raise sufficient capital to achieve a capital
ratio of at least 12 per cent. core tier-1 by 28th February, 2011.
The Central Bank will require this additional capital to be in the
form of reserves, equity or equivalent instruments for EBS.
As a result of the increased core capital requirements, the EBS
group is seeking to augment its existing core tier-1 capital base
by purchasing any and all of the existing non-core tier-1 capital
instruments originated from within the EBS group at a price below
their par value.
Accordingly, the rationale for undertaking the Offer is to
create additional core tier-1 capital and to strengthen the quality
of the capital base of EBS. The Offer is a voluntary, market-based
approach which affords a choice to Noteholders and reflects the
current distressed trading levels of the Notes. The Notes currently
trade at a significant discount compared to their initial issue
price.
Details of the Offer
Amount
held by
Chess as
security Amount Purchase
Original Outstanding for the held by Price
amount amount Notes EBS Group (per
ISIN (EUR) (EUR)* (EUR)* (EUR)* EUR1,000)
------------ -------------- ------------ ------------ ----------- ----------- ----------
Notes XS0225592145 125,000,000 37,853,000 - - EUR175
Capital
Securities - 125,000,000 125,000,000 37,853,000 87,147,000 -
------------ -------------- ------------ ------------ ----------- ----------- ----------
* Pursuant to a tender offer which concluded on 23rd June, 2010,
EUR87 147,000 in principal amount of the Notes was repurchased and
cancelled by the Company and Capital Securities having an aggregate
liquidation preference of EUR87,147,000 were purchased from the
Company, and are currently held, by EBS. Those Capital Securities
purchased from the Company by EBS were simultaneously released from
the security package for the Notes.
Subject to the satisfaction of the Settlement Condition (as
defined below), the Company will pay EUR175 for each EUR1,000 in
principal amount of the Notes accepted by it for purchase pursuant
to the Offer (the Purchase Price). The Company will not pay any
amount in respect of accrued interest on the Notes.
The outstanding EUR37,853,000 principal amount of Notes are
secured over EUR37,853,000 4.830% Step-up Guaranteed Non-Cumulative
Perpetual Capital Securities of EBS Capital No.1 S.A. (the Capital
Securities). Pursuant to a capital securities purchase agreement
entered into by Haven Mortgages Limited (Haven), a wholly-owned
subsidiary of EBS, The Bank of New York Mellon (the Trustee) and
the Company dated the date of the Tender Offer Memorandum (the
Capital Securities Purchase Agreement), Haven has committed to
purchase from the Company, Capital Securities with an aggregate
nominal liquidation preference equal to the aggregate principal
amount of Notes accepted for purchase by the Company pursuant to
the Offer. Settlement of the Offer by the Company is subject to
receipt of the sale proceeds of the Capital Securities from Haven
(the Settlement Condition).
The Offer begins today, 2nd February, 2011 (the Launch Date) and
will expire at 5.00 p.m. (London time) on 23rd February, 2011 (the
Expiration Deadline), unless extended, re-opened or terminated as
provided in the Tender Offer Memorandum. The relevant deadline set
by any intermediary or Clearing System may be earlier than this
deadline.
Subject to applicable law and as provided in the Tender Offer
Memorandum the Company may, in its sole discretion (to be exercised
with the consent of Haven), extend, re-open, amend, waive any
condition of or terminate the Offer at any time. Details of any
such extension, re-opening, amendment or termination will be
announced as provided in the Tender Offer Memorandum as soon as
reasonably practicable after the relevant decision is made.
Tender Instructions
In order to be eligible to receive the Purchase Price,
Noteholders must validly tender their Notes by the Expiration
Deadline, by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the Tender
Agent by the Expiration Deadline. Tender Instructions will be
irrevocable except in the limited circumstances described in the
Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
principal amount of Notes of EUR50,000 and integral multiples of
EUR1,000 in excess thereof, and may only be submitted via Euroclear
or Clearstream, Luxembourg. Accordingly, to the extent any holders
holding their Notes through clearing systems other than Euroclear
or Clearstream, Luxembourg wish to participate in the Offer, they
should speak to the custodian or clearing system through which
their Notes are held as soon as possible as regards the possibility
of such custodian or clearing system submitting Tender Instructions
via Euroclear or Clearstream, Luxembourg on their behalf, and may
need to arrange for the Notes to be transferred to a direct
participant within Euroclear or Clearstream, Luxembourg in order to
submit such Tender Instructions.
Indicative Timetable for the Offer
The following sets out the expected dates and times of the key
events relating to the Offer. This is an indicative timetable and
is subject to change.
Date and time (all times Number of Business Days Event
are London times) from and including
Launch Date
Wednesday, 2nd February, Day 1 Launch Date Execution
2011 of the Capital
Securities Purchase
Agreement. Offer
announced and Tender
Offer Memorandum
available from the
Dealer Manager and the
Tender Agent. Notices
of Offer published.
Wednesday, 23rd Day 16 Expiration Deadline
February, 2011 at 5.00 Deadline for receipt by
p.m. the Tender Agent of all
Tender Instructions.
The Business Day Day 17 Announcement of
immediately following Acceptance and Results
the Expiration Date Announcement by Chess
of whether it accepts
for purchase the Notes
validly tendered in the
Offer and, if so
accepted, the aggregate
principal amount of
Notes accepted for
purchase.
Friday, 25th February, Day 18 Expected Settlement
2011 Date Subject to
satisfaction of the
Settlement Condition,
payment of the Purchase
Price in respect of the
Notes accepted for
purchase. Chess will
notify Noteholders in
the event that the
Settlement Condition is
not satisfied on the
Expected Settlement
Date.
The Company may, in its sole discretion (to be exercised with
the consent of Haven), extend, re-open, amend, waive any condition
of or terminate the Offer at any time (subject to applicable law
and as provided in the Tender Offer Memorandum) and the above times
and dates are subject to the right of the Company to so extend,
re-open, amend and/or terminate the Offer.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need 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 by
the deadlines set out above. The deadlines set by any such
intermediary and each Clearing System for the submission and
withdrawal of Tender Instructions will be earlier than the relevant
deadlines set out above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made by the issue of a press release to a Notifying
News Service, by delivery of notices to the Clearing Systems for
communication to Direct Participants and may also be found on
Reuters International Insider Screen. Copies of all announcements,
press releases and notices can also be obtained from the Tender
Agent, the contact details for which are below. 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 during the course of the Offer. In
addition, Noteholders may contact the Dealer Manager for
information using the contact details below.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
Other offers
On the date of this announcement:
(i) Green Island Capital Securities p.l.c. launched a tender
offer in respect of its outstanding perpetual tier-1 pass-through
securities on the terms set out in a tender offer memorandum of
even date herewith and Haven has agreed to purchase a corresponding
number of the Parity Capital Securities from it; and
(ii) EBS launched a tender offer in respect of any and all of
its outstanding lower tier-2 securities on the terms set out in a
tender offer memorandum of even date herewith.
Further information
J.P. Morgan Securities Ltd. is acting as Dealer Manager for the
Offer and Lucid Issuer Services Limited is acting as Tender
Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Manager.
The Dealer Manager
J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ
United Kingdom
For information by telephone: +44 (0) 20 7777 1333
Attention: Sebastien Bamsey - Liability Management
Email: sebastien.m.bamsey@jpmorgan.com
For information by telephone: +44 (0) 20 7779 2468
Attention: Dimis Theodorou - FIG Syndicate
Email: FIG_Syndicate@jpmorgan.com
Requests for information in relation to the procedures for
tendering Notes in, and for any documents or materials relating to,
the Offer should be directed to the Tender Agent.
The Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
Telephone: +44 20 7704 0880
Facsimile: +44 20 7067 9098
Attention: Yves Theis / Lee Pellicci
Email: chess@lucid-is.com
The Trustee has not been involved in the formulation of the
information outlined herein. The Trustee is not responsible for the
accuracy, completeness, validity or correctness of the statements
made herein.
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 any Offer. If
you are in any doubt as to the action you should take, you are
recommended to seek your own financial advice, including as to any
tax consequences, from your stockbroker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to tender such Notes pursuant
to the Offer. None of the Company, EBS, Haven, the Dealer Manager
or the Tender Agent makes any recommendation whether Noteholders
should tender Notes pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by the Company, EBS, Haven, the
Dealer Manager and the Tender Agent to inform themselves about and
to observe any such restrictions. Neither this announcement nor the
Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the Notes (and tenders of Notes in
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 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 affiliate, as the case may be, on
behalf of the Company in such jurisdictions.
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. This includes, but is not limited to,
facsimile transmission, electronic mail telex, telephone, the
internet and other forms of electronic communication. The Notes may
not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly,
copies of the 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 any U.S.
persons or any persons located or resident in the United States.
Any purported tender of Notes pursuant to 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 or 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 Noteholder participating in the Offer will represent that
it is not a U.S. person, it is not located in the United States and
it is not participating in the Offer from the United States or it
is acting on a non-discretionary basis for a principal that is not
a U.S. person, that is located outside the United States and that
is not giving an order to participate in the Offer from the United
States. For the purposes of this and the above paragraph, United
States means 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.
Italy. The Offer is not being made, directly or indirectly, in
the Republic of Italy (Italy). The Offer and the Tender Offer
Memorandum have not been submitted to the clearance procedures of
the Commissione Nazionale per le Societa e la Borsa (CONSOB)
pursuant to Italian laws and regulations. Accordingly, Noteholders
are notified that, to the extent Noteholders are located or
resident in Italy, the Offer is not available to them and they may
not tender Notes in the Offer and, as such, any Tender Instructions
received from such persons shall be ineffective and void, and
neither the Tender Offer Memorandum nor any other documents or
materials relating to the Offer or the Notes may be distributed or
made available in Italy.
United Kingdom. The communication of the 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 (i) persons who are outside the
United Kingdom, (ii) investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the Financial
Promotion Order)), (iii) persons falling within Article 43(2) of
the Financial Promotion Order, or (iv) any other persons to whom it
may otherwise lawfully be communicated (all such persons together
being referred to as Relevant Persons). Any person in the United
Kingdom who is not a Relevant Person should not act or rely on such
documents or materials or any of their content. Any investment or
investment activity to which these documents or materials relate is
available only to Relevant Persons and will be engaged in only with
Relevant Persons. The documents and materials and their contents
should not be distributed, published or reproduced (in whole or in
part) or disclosed by recipients to any other person in the United
Kingdom.
Belgium. Neither the Tender Offer Memorandum nor any other
documents or materials relating to the Offer have been submitted to
or will be submitted for approval or recognition to the Belgian
Banking, Finance and Insurance Commission (Commission bancaire,
financiere et des assurances/Commissie voor het Bank-, Financie- en
Assurantiewezen) and, accordingly, the Offer may not be made in
Belgium by way of a public offering, as defined in Article 3 of the
Belgian Law of 1st April, 2007 on public takeover bids or as
defined in Article 3 of the Belgian Law of 16th June, 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, each as amended or
replaced from time to time. Accordingly, the Offer may not be
advertised and the Offer will not be extended, and neither the
Tender Offer Memorandum nor any other documents or materials
relating to the Offer (including any memorandum, information
circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" in the sense of
Article 10 of the Belgian Law of 16th June, 2006 on the public
offer of placement instruments and the admission to trading of
placement instruments on regulated markets (as amended from time to
time), acting on their own account. Insofar as Belgium is
concerned, the Tender Offer Memorandum has been issued only for the
personal use of the above qualified investors and exclusively for
the purpose of the Offer. Accordingly, the information contained in
the Tender Offer Memorandum may not be used for any other purpose
or disclosed to any other person in Belgium.
France. The Offer is not being made, directly or indirectly, to
the public in the Republic of France (France). Neither the Tender
Offer Memorandum nor any other document or material relating to the
Offer has been or shall be distributed to the public in France and
only (i) providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant
le service d'investissement de gestion de portefeuille pour compte
de tiers) and/or (ii) qualified investors (investisseurs
qualifies), other than individuals, acting for their own account,
all as defined in, and in accordance with, Articles L.411-1,
L.411-2, D.411-1 to D.411-3, D.734-1, D.744-1, D.754-1 and D.764-1
of the French Code monetaire et financier, are eligible to
participate in the Offer. The Tender Offer Memorandum has not been
and will not be submitted for clearance to nor approved by the
Autorite des Marches Financiers.
Ireland. The Tender Offer Memorandum and any other documents or
materials relating to the Offer will only be distributed in
conformity with the provisions of (i) the European Communities
(Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3),
including, without limitation, Regulations 7 and 152 thereof, or
any applicable provisions of Irish law and (ii) the Irish Market
Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued
by the Financial Regulator pursuant thereto.
This announcement has been issued through the Companies
Announcement Service of
The Irish Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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