Source - RNS
RNS Number : 0502L
UBS AG
28 September 2016
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "SOLICITATION AND DISTRIBUTION RESTRICTIONS" BELOW)

 

UBS AG

acting through its London Branch

announces Consent Solicitations in respect of

certain Covered Bonds

28 September 2016. UBS AG, acting through its London Branch (the Issuer) announced today invitations to Eligible Covered Bondholders (as defined below) of each series of covered bonds described in the table below (together the Covered Bonds, and each series of the Covered Bonds a Series) to consent to (i) certain amendments to the terms of the relevant Covered Bonds as described under "Proposed Amendments" below and (ii) the consequential modification of the Swap Agreements relating to such Series (each such invitation a Consent Solicitation).

This announcement does not contain the full terms and conditions of the Consent Solicitations, which are contained in the consent solicitation memorandum dated 28 September 2016 (the Consent Solicitation Memorandum) prepared by the Issuer. Subject to the restrictions described under "Solicitation and Distribution Restrictions" below, Eligible Covered Bondholders may obtain a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a holder of Covered Bonds will be required to provide confirmation as to his or her status as an Eligible Covered Bondholder. Eligible Covered Bondholders are advised to read carefully the Consent Solicitation Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

Details of the Covered Bonds

 

ISIN / Common Code

Outstanding principal amount

EUR 1,000,000,000 Series 2009-2 3.875 per cent. Covered Bonds due 2019

XS0470204172 / 047020417

EUR 1,000,000,000

EUR 1,250,000,000 Series 2010-2 4.00 per cent. Covered Bonds due 2022

XS0500331557 / 050033155

EUR 1,250,000,000

Rationale for the Consent Solicitations

The Issuer continually reviews regulatory and market developments, as an active participant in the covered bond market. The amendments proposed align the terms and conditions of a selection of the older outstanding series with those commonly seen in the covered bond market, and as most recently issued by the Issuer, to ensure ongoing cost efficiency of this funding programme. The Issuer may also approach the holders of certain of its other hard bullet covered bonds in respect of a similar amendment.

Proposed Amendments

The purpose of each Consent Solicitation is:

(a)           to modify the terms and conditions of the relevant Series to provide that, instead of being "hard bullet" Covered Bonds, the Covered Bonds of such Series will instead become "soft bullet" Covered Bonds with an Extended Due for Payment Date, as further described in the Consent Solicitation Memorandum; and

(b)          the consequential modification of the Swap Agreements applicable to such Series (together, the Proposed Amendments).

In respect of each Series, the Proposed Amendments relating to such Series have been proposed by the Issuer for approval by eligible holders by an extraordinary resolution of the holders of such Series (an Extraordinary Resolution) at a meeting of such holders (each such meeting a Meeting).

Eligible Covered Bondholders

The Consent Solicitations are only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to persons that are located and resident outside the United States and who are not "U.S. persons" (as defined in Regulation S under the Securities Act) and are otherwise lawfully able to participate in the Consent Solicitations (all such persons Eligible Covered Bondholders).

Meetings

At each Meeting, Covered Bondholders will be invited to consider and, if thought fit, approve the Extraordinary Resolution relating to the relevant Series, with any implementation of that Extraordinary Resolution being subject to satisfaction of the Eligibility Condition (as defined below), all as more fully described in the notice convening the Meetings published by the Issuer on the date of this announcement (the Notice).

In accordance with the procedures for participating in the Consent Solicitations and at the Meetings, each Covered Bondholder must confirm whether or not it is an Eligible Covered Bondholder in order to participate in the relevant Consent Solicitation or otherwise participate at the relevant Meeting.

The implementation of each Consent Solicitation and the related Extraordinary Resolution will be conditional on:

(a)           the passing of the relevant Extraordinary Resolution; and

(b)          the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Eligible Covered Bondholders, irrespective of any participation at the relevant Meeting by Ineligible Covered Bondholders (and would also have been so satisfied if any Ineligible Covered Bondholders who provide confirmation of their status as Ineligible Covered Bondholders and waive their right to attend and vote (or be represented) at the Meeting, had actually participated at the relevant Meeting), including the satisfaction of such condition at an adjourned Meeting (the Eligibility Condition),

(together, the Consent Conditions).

Rating Agencies

Copies of each draft amended and restated Final Terms and each draft amended and restated swap confirmation (together the Documents) have been reviewed by each of Fitch Ratings Limited (Fitch) and Moody's Investors Service Limited (Moody's). Each of Fitch and Moody's is expected to publish a press release shortly after the date of this announcement confirming that entry into the Documents will not, in and of themselves and at this time, result in the downgrade or withdrawal of the credit ratings assigned by it to the Covered Bonds.



 

Early Participation Fee

Pursuant to each Consent Solicitation, each Eligible Covered Bondholder from whom a valid Consent Instruction in favour of the relevant Extraordinary Resolution is received by the Tabulation Agent by 4.00 p.m. (London time) on 14 October 2016 (such time and date with respect to each Series, as the same may be extended, the Early Instruction Deadline) will be eligible to receive payment of an amount equal to 0.05 per cent. of the principal amount of the Covered Bonds that are the subject of such Consent Instruction (the Early Participation Fee). Only Eligible Covered Bondholders may, subject to the conditions described in the Consent Solicitation Memorandum, be entitled to receive the Early Participation Fee.

Eligible Covered Bondholders may continue to submit Consent Instructions after the Early Instruction Deadline and up to 4.00 p.m. (London Time) on 24 October 2016 (such time and date with respect to each Series, as the same may be extended, the Expiration Deadline) but such Covered Bondholders will not be eligible to receive the Early Participation Fee.

Payment of the Early Participation Fee in respect of a Series of Covered Bonds is conditional on the satisfaction of the Consent Conditions for that Series, and otherwise as set out in the Consent Solicitation Memorandum.

Ineligible Holder Payment

Any Covered Bondholder who is not a person to whom the relevant Consent Solicitation is being made, on the basis that such Covered Bondholder is either (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom the relevant Consent Solicitation cannot otherwise be lawfully made (each an Ineligible Covered Bondholder) may be eligible, to the extent permitted by applicable laws and regulations, to receive an equivalent amount to any applicable Early Participation Fee (which is an amount equal to 0.05 per cent. of the principal amount of the Covered Bonds that are the subject of the relevant Ineligible Holder Confirmation) (the Ineligible Holder Payment).

To be eligible for the Ineligible Holder Payment, an Ineligible Covered Bondholder must deliver, or arrange to have delivered on its behalf, a valid Ineligible Holder Confirmation that is received by the Tabulation Agent by 4.00 p.m. (London time) on 14 October 2016 (the Ineligible Instruction Deadline) and is not subsequently revoked, as more fully described in the Notice. By submitting an Ineligible Holder Confirmation the relevant Ineligible Covered Bondholder will waive its right to attend and vote (or be represented) at the relevant Meeting.

Indicative Timetable for the Consent Solicitations

Event

Times and Dates


(All times are London time)

Announcement of Consent Solicitations

28 September 2016

Early Instruction Deadline

4.00 p.m. on 14 October 2016

Ineligible Instruction Deadline

4.00 p.m. on 14 October 2016

Expiration Deadline

4.00 p.m. on 24 October 2016

Meetings

From 10.00 a.m. on 27 October 2016

Announcement of results of Meetings and satisfaction of Consent Conditions

As soon as reasonably practicable after the Meetings

Payment Date

No later than the third Business Day immediately following the applicable Meeting at which the Extraordinary Resolution is passed for the relevant Series

The above times and dates are subject to the right of the Issuer (subject to applicable law and the provisions of the trust deed constituting the Covered Bonds, and as provided in the Consent Solicitation Memorandum) to extend, waive any condition of, amend and/or terminate any Consent Solicitation (other than the terms of the relevant Extraordinary Resolution) as described in the Consent Solicitation Memorandum, and are based on the passing of each Extraordinary Resolution at the first Meeting for the relevant Series.

Covered Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold their Covered Bonds when such intermediary would need to receive instructions from a Covered Bondholder in order for such Covered Bondholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the relevant Consent Solicitation(s) and/or the relevant Meeting(s) by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Consent Instructions and Ineligible Holder Confirmations will be earlier than the relevant deadlines set out above and specified in the Consent Solicitation Memorandum.

Unless stated otherwise, all announcements in connection with the Consent Solicitations will be made by the Issuer by publication on the website of the Irish Stock Exchange and by delivery of a notice to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider screen page and/or by the issue of a press release to a Notifying News Service. Copies of all announcements, notices and press releases can also be obtained from the Tabulation Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Covered Bondholders are urged to contact the Tabulation Agent for the relevant announcements during the course of the Consent Solicitations. In addition, Covered Bondholders may contact the Solicitation Agent for information using the contact details below.

Eligible Covered Bondholders are advised to read carefully the Consent Solicitation Memorandum for full details of, and information on the procedures for participating in, any Consent Solicitation.

UBS Limited is acting as Solicitation Agent and Lucid Issuer Services Limited is acting as the Tabulation Agent.

Questions and requests for assistance in connection with the Consent Solicitations may be directed to the Solicitation Agent:

Solicitation Agent

UBS Limited

5 Broadgate

London EC2M 2QS United Kingdom

Telephone: +44 207 568 2133

Attention: Liability Management Group

Email: [email protected]

Questions and requests for assistance in connection with the delivery of Consent Instructions may be directed to the Tabulation Agent:

Tabulation Agent

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: +44 20 7704 0880

Attention: Paul Kamminga

Email: [email protected]

This announcement is released by UBS AG, acting through its London Branch and contains important information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Consent Solicitations and the Proposed Amendments described above. For the purposes of MAR and Article 2 of the Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Antonio Boné, Director, Group Treasury Funding at UBS AG, acting through its London Branch.

DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to any Consent Solicitation. If any Covered Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Covered Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the relevant Consent Solicitation or otherwise participate at the relevant Meeting (including any adjourned such Meeting). None of the Issuer, UBS Hypotheken AG, the Solicitation Agent, the Tabulation Agent and BNY Mellon Corporate Trustee Services Limited (the Trustee) expresses any opinion about the terms of any Consent Solicitation or Extraordinary Resolution or makes any recommendation whether Covered Bondholders should participate in the relevant Consent Solicitation(s) or otherwise participate at the Meeting(s) applicable to them.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

United States

The Consent Solicitations are only being made outside the United States, to persons other than "U.S. persons" (as defined in Regulation S under the Securities Act). Any purported participation in any Consent Solicitation resulting directly or indirectly from a violation of these restrictions will be invalid and any participation in any Consent Solicitation by a person that is located or resident in the United States or that is a U.S. person or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a beneficial owner that is giving instructions from within the United States or that is any U.S. person will not be accepted.

Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Covered Bonds and the guarantees thereof, 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 or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

Each Covered Bondholder participating in any Consent Solicitation will represent that it is not a U.S. person (as defined in Regulation S under the Securities Act), and is not acting for the account or benefit of any U.S. person, and that it is not located or resident in the United States.

For the purpose of the above paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

General

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in any Consent Solicitation by a Covered Bondholder in any circumstances in which such participation is unlawful will not be accepted.

Each Covered Bondholder participating in any Consent Solicitation will be required to represent that it is an Eligible Covered Bondholder. Any Consent Instructions from a Covered Bondholder that is unable to make these representations will not be accepted. Each of the Issuer, UBS Hypotheken AG, the Solicitation Agent and the Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any submission of Consent Instructions, whether any such representation given by a Covered Bondholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such Consent Instruction may be rejected.

 

 

 

 

 

 

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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