NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY OTHER ADDRESS IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
5 October 2016
ACCESS BANK PLC ANNOUNCES MINIMUM NEW ISSUE YIELD IN RELATION TO EXCHANGE OFFER
On 3 October 2016, Access Bank Plc (the "Bank") announced an invitation (the "Exchange Offer") to eligible holders (the "Holders") (subject to the "Offer and Distribution Restrictions" (as described below)) of the U.S.$350,000,000 7.25 per cent. Guaranteed Notes due 2017 issued by Access Finance B.V. (the "Existing Notes Issuer") and guaranteed by the Bank (the "Existing Notes") to offer to exchange any and all of their Existing Notes for new United States dollar denominated fixed rate senior notes due October 2021 (the "New Notes") to be issued by the Bank under its U.S.$1,000,000,000 Global Medium Term Note Programme.
The Exchange Offer is being made on the terms and subject to the conditions set out in an exchange offer memorandum dated 3 October 2016 (the "Exchange Offer Memorandum"). Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Exchange Offer Memorandum.
The Bank hereby announces that the Minimum New Issue Yield in respect of the New Notes (being the minimum yield at or above which the New Issue Yield will be fixed) has been fixed at 9.0 per cent.
The New Issue Yield, which is intended to reflect the yield to maturity of the New Notes on the Settlement Date, is expected to be determined by the Bank, along with the New Issue Coupon and New Issue Price on or around 4:00 p.m. (London time) (the "Pricing Time") on 12 October 2016 (the "Pricing Date").
THE EXCHANGE OFFER WILL EXPIRE AT 4:00 P.M. (LONDON TIME) ON 11 OCTOBER 2016, UNLESS EXTENDED, RE-OPENED OR TERMINATED AS PROVIDED IN THE EXCHANGE OFFER MEMORANDUM. THE DEADLINE SET BY ANY INTERMEDIARY OR CLEARING SYSTEM WILL BE EARLIER THAN THIS DEADLINE. EXCHANGE INSTRUCTIONS WILL BE IRREVOCABLE ONCE SUBMITTED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE EXCHANGE OFFER MEMORANDUM.
At or around 9:00 a.m. on 12 October 2016, the Bank will announce the aggregate principal amount of Existing Notes validly submitted for exchange and received by the Exchange Agent at or prior to the Exchange Deadline.
The Bank will announce its decision whether to accept for exchange valid offers of Existing Notes received at or prior to the Exchange Deadline pursuant to the Exchange Offer as soon as reasonably practicable after the Pricing Time on the Pricing Date. If so accepted, the Bank will also announce (i) the aggregate principal amount of Existing Notes validly submitted for exchange which the Bank has accepted for exchange, (ii) the New Issue Yield, the New Issue Price, the New Issue Coupon and the Exchange Ratio, (iii) the aggregate principal amount of New Notes and Additional Notes to be issued on the Settlement Date and (iv) the amount (per U.S.$1,000 in principal amount of Existing Notes) of the Accrued Interest Payment.
Holders are advised to read carefully the Exchange Offer Memorandum for full details of, and information, the procedures for participating in the Exchange Offer.
Holders are advised to check with any bank, securities broker, or other intermediary through which they hold their Existing Notes whether such intermediary needs to receive instructions from a Holder before the deadlines specified in the Exchange Offer Memorandum in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer. The deadlines set by each Clearing System for the submission of Exchange Instructions will also be earlier than the relevant deadlines specified in the Exchange Offer Memorandum.
The Bank may, in its sole discretion, extend, re-open, terminate, amend or waive any or all conditions of the Exchange Offer at any time (subject to applicable law and as provided in the Exchange Offer Memorandum).
For Further Information
A complete description of the terms and conditions of the Exchange Offer is set out in the Exchange Offer Memorandum. Further details about the transaction can be obtained from:
The Dealer Managers
BARCLAYS BANK PLC
5 The North Colonnade
London E14 4BB
Telephone: +44 203 134 8515
Attention: Liability Management Group
Email: [email protected]
CITIGROUP GLOBAL MARKETS LIMITED
London E14 5LB
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email: [email protected]
J.P. MORGAN SECURITIES PLC
25 Bank Street
London E14 5JP
Telephone: + 44 207 134 2468
Attention: Liability Management
Email: [email protected]
The Exchange Agent
CITIBANK N.A., LONDON BRANCH
25 Canada Square
London E14 5LB
Telephone: + 44 (0) 20 7508 3867
Attention: Exchange Team
Email: [email protected]
A copy of the Exchange Offer Memorandum is available to eligible persons upon request from the Exchange Agent.
This announcement must be read in conjunction with the Exchange Offer Memorandum. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Exchange Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Exchange Offer. In particular, Holders should read the section entitled "Risk Factors and Other Considerations" in the Exchange Offer Memorandum. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stock broker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Existing 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 participate in the Exchange Offer. None of the Offeror, the Dealer Managers, the Exchange Agent or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Noteholders should participate in the Exchange Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Exchange Offer Memorandum do not constitute an invitation to participate in the Exchange 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 and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Exchange Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions. No action has been or will be taken in any jurisdiction in relation to the Exchange Offer that would permit a public offering of securities.
The Exchange Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail 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). 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 and the Exchange Offer Memorandum and any other documents or materials relating to the Exchange 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 U.S. Persons, and the Existing Notes cannot be offered for exchange in the Exchange Offer by any such use, means, instrumentality or facilities or from within the United States or by U.S. persons. Any purported offer of Existing Notes for exchange resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported offer of Existing Notes for exchange made by a U.S. Person, 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 or for a U.S. Person will be invalid and will not be accepted.
This announcement and the Exchange Offer Memorandum are 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 and the Existing 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. The purpose of this announcement and the Exchange Offer Memorandum is limited to the Exchange Offer and this announcement and the Exchange Offer Memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.
Each Holder participating in the Exchange Offer will represent that it is not located in the United States and is not participating in the Exchange Offer from the United States, that it is participating in the Exchange Offer in accordance with Regulation S under the Securities Act and that it is not a U.S. Person 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 Exchange Offer from the United States and is not a U.S. Person.
As used herein and elsewhere in this announcement and the Exchange Offer Memorandum, "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.
The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange 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.
The Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Exchange Offer Memorandum or any other documents or offering materials relating to the Exchange Offer have been or shall be distributed to the public in France and only (a) 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 (b) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier are eligible to participate in the Exchange Offer. This announcement and the Exchange Offer Memorandum have not been and will not be submitted to nor approved by the Autorité des marchés financiers ("AMF").
Pursuant to Article 211-3 of the General Regulation of the AMF, Holders and any Direct Participant are informed that the New Notes cannot be distributed (directly or indirectly) to the public in France otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier.
None of the Exchange Offer, this announcement, the Exchange Offer Memorandum or any other documents or materials relating to the Exchange Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Exchange 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, as amended.
Holders or beneficial owners of the Existing Notes that are located or resident in Italy can offer to exchange the Existing Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 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 Existing Notes or the invitations.
Neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been, or will be, submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian law of 1 April 2007 on public takeover bids (Loi relative aux offers publiques d'acquisition / Wet op de openbare overnamebiedingen) or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (Loi relative aux offres publiques d'instruments de placement et aux admissions d'instruments de placement à la négociation sur des marchés réglementés / Wet op de openbare aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt ), each as amended or replaced from time to time.
The Exchange Offer is not being made directly or indirectly in Nigeria, except in compliance with the Laws of Nigeria. Neither this Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer has been or shall be distributed to the public in Nigeria and the New Notes may not be offered or sold to the public in Nigeria except to the extent that the New Notes have been registered with the Securities and Exchange Commission of Nigeria and its written approval obtained in accordance with the provisions of the Investments and Securities Act No. 29 of 2007 and other Nigerian securities law and regulation.
This announcement and the Exchange Offer Memorandum do not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Existing Notes and/or New Notes, as applicable, (and offers of Existing Notes for exchange pursuant to the Exchange Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Exchange Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Exchange Offer shall be deemed to be made by such Dealer Manager or such affiliate (as the case may be) on behalf of the Offeror in such jurisdiction.
Each Holder participating in the Exchange Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "Procedures for Participating in the Exchange Offer" in the Exchange Offer Memorandum. Any offer of Existing Notes for exchange pursuant to the Exchange Offer from a Holder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Managers and the Exchange Agent reserves the right, in its absolute discretion, to investigate, in relation to the offer of Existing Notes for exchange pursuant to the Exchange Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such offer shall not be accepted.
This information is provided by RNS