Source - RNS
RNS Number : 5721M
Access Bank PLC
14 October 2016
 

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

14 October 2016

ACCESS BANK PLC ANNOUNCES THE RESULTS OF ITS 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 set out in the Exchange Offer Memorandum (as defined 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 Bank also announced on 5 October 2016 that the Minimum New Issue Yield in respect of the New Notes had been fixed at 9.0 per cent.

The Exchange Offer was 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 meanings given in the Exchange Offer Memorandum.

On 12 October 2016, the Bank announced that it was exercising its right to extend and/or amend the Exchange Offer and extended the Exchange Deadline to 3:00 p.m. (London time) on 12 October 2016. On 13 October 2016, the Bank announced that Exchange Instructions in respect of U.S.$112,997,000 in aggregate principal amount of the Existing Notes had been received by the Exchange Agent at or prior to the Exchange Deadline.

The pricing of the New Notes and the Additional Notes occurred on 13 October 2016. The New Issue Yield, New Issue Price and New Issue Coupon are set out below. All Existing Notes in respect of which Exchange Instructions were received by the Exchange Agent have been accepted for exchange by the Bank.

The Bank hereby announces that the results of the Exchange Offer are as follows:

Existing Notes

Existing Notes Issuer/Title

ISIN

Guarantor

Principal amount of Existing Notes accepted for exchange

Coupon

Exchange Price

Accrued Interest

per U.S.$1,000

 in principal amount of the Existing Notes 

Exchange Ratio

Access Finance B.V.

U.S.$350,000,000 7.25 per cent. Guaranteed Notes due 2017

Reg S: XS0807677496

 

Access Bank Plc

U.S.$112,997,000

7.25 per cent. per annum

25 July 2017

102 per cent.

U.S.$16.91666667

1.029762

 

New Notes to be issued in exchange for Existing Notes

Issuer/ Title

ISIN

Guarantor

 New Issue Yield

New Issue Price

New Issue Coupon

Interest Payment Dates

New Notes maturity

Access Bank Plc

U.S.$300,000,000 10.500 per cent. Notes due 2021

Reg S: XS1506648887

Not Applicable

10.750 per cent.

99.052 per cent.

10.500 per cent. per annum

19 April and 19 October in each year, commencing on 19 April 2017

19 October 2021

 

The Bank will issue New Notes in the aggregate principal amount of U.S.$116,344,000 and the Bank will issue Additional Notes in the aggregate principal amount of U.S.$183,656,000. The aggregate principal amount of the New Notes and the Additional Notes to be issued by the Bank will be U.S.$300,000,000. Settlement is expected to occur on 19 October 2016 (the "Settlement Date") and the New Notes will be delivered to exchanging holders (together with any Accrued Interest Payments and any Cash Rounding Amounts) on the Settlement Date.

Application is expected to be made for the New Notes and Additional Notes to be admitted to trading on the Regulated Market of the Irish Stock Exchange with effect from 19 October 2016. The final terms in respect of the New Notes and Additional Notes are expected to be published on the website of the Irish Stock Exchange (www.ise.ie) and the website of the Central Bank of Ireland (www.centralbank.ie) on or before 18 October 2016.

All Existing Notes acquired by the Bank pursuant to the Exchange Offer will be cancelled on or as soon as reasonably practicable after 19 October 2016 and will not be reissued or resold. Following settlement of the Exchange Offer, the outstanding principal amount of the Existing Notes will be U.S.$237,003,000.

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

Canary Wharf

London E14 4BB

United Kingdom

Telephone: +44 203 134 8515

Attention: Liability Management Group

Email: [email protected]

CITIGROUP GLOBAL MARKETS LIMITED

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Telephone: +44 20 7986 8969

Attention: Liability Management Group

Email: [email protected]

J.P. MORGAN SECURITIES PLC

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

Telephone: + 44 207 134 2468

Attention: Liability Management

Email: [email protected]

The Exchange Agent

CITIBANK N.A., LONDON BRANCH
Citigroup Centre
25 Canada Square
London E14 5LB
United Kingdom

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.

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 Bank, 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. 

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. None of the Bank, 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.

This announcement is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or any other jurisdiction where to do so would be unlawful. Access Bank Plc has not registered, and does not intend to register, any portion of the New Notes in any of these jurisdictions and does not intend to conduct a public offering of securities in any of these jurisdictions.  In particular, the New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and 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) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. In the United States, the offer is being made only to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Outside the United States, the offer is being made to non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. Prospective purchasers are hereby notified that the sellers or issuers of the New Notes may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A of the Securities Act or another available exemption from registration.

This announcement does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iv) other persons to whom it may lawfully be communicated (all such persons in (i), (ii), (iii) and (iv) above together being referred to as "relevant persons").  The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on this document or any of its contents.

The New Notes have not been and will not be registered with the Nigerian Securities and Exchange Commission (the "Nigerian SEC") under the Investments and Securities Act No.29 of 2007 (the "Nigerian ISA"). Further, no offering material related to the New Notes may be utilised in connection with any offering to the public within Nigeria, and the New Notes may not be offered or sold within Nigeria, except to the extent that the New Notes have been registered with the Nigerian SEC and its written approval obtained in accordance with the provisions of the Nigerian ISA and other Nigerian securities law and regulations. Accordingly, this announcement is not directed to, and the New Notes are not available for subscription by, any persons within Nigeria.

 


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