NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR PART IN THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBICATION OR DISTRIBUTION WOULD BE UNLAWFUL
20 September 2016
Resale of Additional Tier 1 Notes - Pricing Announcement
CYBG PLC announces that it has been advised by National Australia Bank Limited (ABN 12 004 044 937) ("NAB") that commitments to purchase have been received in relation to a resale (the "Resale") of all of its £450,000,000 8 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (the "Notes"), which were issued on 8 February 2016 and initially subscribed for in their entirety by NAB. The purchase price payable by any purchaser in this Resale is £933.1694 per £1,000 in principal amount of the Notes so purchased (including £23.1694 (rounded up to 4 decimal places) in respect of accrued interest). The Notes are expected to be transferred by NAB to the settlement manager, for onward transfer to the purchasers, on 22 September 2016.
This announcement should be read in conjunction with the offering memorandum relating to the Notes dated 14 September 2016 (the "Offering Memorandum").
The Notes are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or replaced from time to time, other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the section headed "Restrictions on marketing and sales to retail investors" on pages OM-2 to OM-3 of the Offering Memorandum for further information.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States or other relevant jurisdiction and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
This announcement is not for distribution in or into the United States or to U.S. persons. The distribution of this announcement in certain jurisdictions may be restricted by law. This announcement shall not constitute an offer of, or an invitation to subscribe for or purchase, any Notes.
Please note that the information contained in the Offering Memorandum may be addressed to and/or targeted at persons who are residents of particular countries only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Offering Memorandum is not addressed. Prior to relying on the information contained in the Offering Memorandum you must ascertain from the Offering Memorandum whether or not you are part of the intended addressees of, and eligible to view, the information contained therein. In particular, neither this announcement nor the Offering Memorandum shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any forwarding, distribution or reproduction of the Offering Memorandum in whole or in part is prohibited.
In the United Kingdom, the Offering Memorandum is addressed to and directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The Offering Memorandum must not be acted on or relied on in the United Kingdom, by persons who are not relevant persons. Any investment or investment activity to which the Offering Memorandum relates is available only to relevant persons in the United Kingdom and will be engaged in only with such persons.
For further information, please contact:
Investors and Analysts:
John Crosse, Head of Investor Relations
07917 172535 / [email protected]
Carol Young, Senior Media Manager
0800 066 5998 / [email protected]
This information is provided by RNS