Source - RNS
RNS Number : 0174K
Ballsbridge Repackaging Dac
05 April 2018
 

 

COMPANY ANNOUNCEMENT

 

For Immediate Release                                                                                       05 April 2018

 

Ballsbridge Repackaging DAC (the "Issuer")

 

RE: EUR 768,000,000 Secured Perpetual Notes (ISIN: XS1181280790) (the "Notes")

 

Before making an investment decision, Noteholders should consider carefully, in the light of their own financial circumstances and investment objectives, all the information set forth in this announcement and, in particular, but without limitation, the considerations set out below.  Noteholders should make such inquiries as they deem necessary, including without limitation, of their legal, accounting and tax advisers, without relying on the Issuer or any other party referred to herein.  Neither the Issuer nor any other party makes any recommendation as to the subject matter of this announcement.

Further to the announcement dated 03 April 2018, the purpose of this announcement is to outline the process for Noteholders to potentially participate in the National Asset Management DAC (formerly National Asset Management Limited) ("NAM") tender offer (the "Tender Offer") for the Callable Perpetual Subordinated Fixed Rate Bonds (the "Underlying Bonds") by requesting the redemption of the Notes held by a Noteholder in accordance with Condition 6(e) (in specie redemption at the option of the Noteholder).  This redemption process allows a Noteholder to convert its Notes into Underlying Bonds and such Noteholder will then be able to potentially participate in the Tender Offer directly, as described in more detail below.

 

A summary of the terms of the Tender Offer is set out at Appendix I hereto.  Certain offer and distribution restrictions in relation to the Tender Offer are set out at Appendix II hereto.  The information contained in Appendix I and Appendix II has been reproduced from the notice in relation to the Tender Offer (the "Tender Offer Notice"), and (ii) the tender instruction (the "Tender Instruction") provided to the Issuer by Citibank N.A., London Branch (as tender agent on behalf of NAM) (the "Tender Agent"). The information contained in Appendix I and Appendix II is a summary of certain details of the Tender Offer which the Issuer views as significant and it does not purport to be complete.  Noteholders wishing to view the Tender Offer Notice and Tender Instruction in its entirety will need to become registered as the holders of a relevant amount of Underlying Bonds in order to request a copy from the Tender Agent.

 

1.       Tender offer restrictions and other matters

 

The Tender 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. The Underlying Bonds may not be tendered in the Tender 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 Instruction, the Tender Offer Notice and any other documents or materials relating to the Tender 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 persons located or resident in the United States. The Tender Offer is also subject to offer and distribution restrictions in other countries, including Italy, the United Kingdom and France. The distribution of the Tender Instruction and/or the Tender Offer Notice in those jurisdictions is restricted by the laws of such jurisdictions. See Appendix II hereto for further details.

 

Noteholders should be aware that, in addition to the time taken to become registered as a holder of  Underlying Bonds following an in specie redemption of the Notes, and to receive copies of the Tender Offer Notice and Tender Instruction from the Tender Agent, in order to participate in the Tender Offer a holder of Underlying Bonds must take certain steps and provide certain information to the Tender Agent (as set out in the Tender Offer Notice), which may take time. 

 

Noteholders are advised that, if they wish to participate in the Tender Offer, they should take immediate action as set out in this Notice to noteholders.

 

Noteholders should note that the Tender Offer Notice states that the Tender Offer will be subject to a 'reverse unmodified Dutch auction' procedure.  This process is described in further detail in Appendix I but Noteholders should be aware that NAM may, in its sole discretion, choose not to accept a Tender Instruction provided by a holder of Underlying Bonds where the purchase price requested by such holder is higher than the maximum price that NAM are prepared to accept.  This may result in Noteholders holding Underlying Bonds that NAM choose not to tender and, if this were to occur, the relevant Noteholders will not be entitled to re-contribute such Underlying Bonds to the Issuer in exchange for further Notes.  It should also be noted that once a Noteholder redeems in specie it will hold Underlying Bonds which are not listed on any stock exchange and, in the event that NAM decides not to redeem such Underlying Bonds for any reason, the Noteholder will not be entitled to re-contribute such Underlying Bonds to the Issuer in exchange for further Notes.

 

2.       Proposed process for an in specie redemption at the option of the Noteholder

 

Each Noteholder has a right to call for the redemption of its Notes in specie at any time.  This allows a Noteholder to convert its Notes into Underlying Bonds and such Noteholder will then be able to liaise with the Tender Agent directly in respect of the Tender Offer, including by requesting that the Tender Agent supply a copy of (i) the Tender Offer Notice, and (ii) the Tender Instruction.

 

The exercise of a Noteholder's right to call for the redemption of its Notes in specie is subject to, amongst other things, (i) the principal amount of the holding to be redeemed being a multiple of EUR 1 million; and (ii) the Issuer having sufficient Underlying Bonds to meet all redemption requests.  In the event a Noteholder does not hold Notes with a denomination of a multiple of EUR 1 million as required for an in specie redemption, the Issuer understands that Goodbody will, on a best efforts basis, attempt to match Noteholders to potentially facilitate such Noteholders participating in the tender offer.

 

To participate in an in specie redemption a Noteholder must deliver a Redemption Notice to Goodbody Stockbrokers UC ("Goodbody" or the "Realisation Agent") at Goodbody, Ballsbridge Park, Ballsbridge, Dublin 4, Ireland specifying the relevant redemption date (together with the information and, if applicable, funds listed in the paragraph immediately below). Please contact Goodbody (at the details below) for a copy of the Redemption Notice.

 

Upon receipt of (i) the duly completed Redemption Notice, (ii) proof of the Noteholder's holding of the relevant Notes, (iii) evidence that the Noteholder has provided authority (either directly or indirectly through its relevant custodian) to the relevant clearing system to debit such Noteholder's account accordingly and has requested the redemption and cancellation of some or all of its Notes, and (iv) payment of the Noteholder Optional Redemption Payment (as defined below), Goodbody will forward the Redemption Notice to Elavon Financial Services DAC, UK Branch and the Issuer will procure the transfer of an equivalent amount of Underlying Bonds to the Noteholder.  Following registration of the transfer of the relevant Underlying Bonds to the relevant Noteholder, the Issuer will procure the cancellation of such Noteholder's Notes.

 

In accordance with Condition 6(e) of the Notes please note that all costs incurred in the process of an in specie redemption must be paid by the redeeming Noteholder(s) (the "Noteholder Optional Redemption Payment"). 

 

3.       Indicative timetable

 

This is an indicative timetable and the times and dates are subject to change.  All times are Dublin time.

 

Date

Event

03 April 2018

Commencement of the NAM Tender Offer

11 April 2018 (6pm)

Deadline for receipt of valid Redemption Notice to Goodbody and payment of any costs incurred in the process

23 April 2018 (12 noon)

Closing date for receipt of valid Tender Instruction to the Tender Agent

25 April 2018

Announcement of results of Tender Offer

30 April 2018

Expected settlement date

 

Capitalised terms used and not defined herein have the meanings given to them in the Conditions of the Notes.

 

This notice is given by the Issuer and any enquiries should be addressed to the Issuer or Goodbody using the details below.  The Trustee has not been involved in the Tender Offer and has no liability in respect of the Tender Offer or the information contained herein.

 

Neither the Issuer, Goodbody, the Trustee, nor any of their respective directors, employees, affiliates or agents, makes any recommendation as to whether Noteholders should redeem their Notes in specie, or, having redeemed their Notes in specie, tender Underlying Bonds for purchase pursuant to the Tender Offer, and each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the Issuer, the redemption in specie of the Notes, NAM and the Tender Offer) and each Noteholder must make its own decision as to whether to redeem its Notes in specie and whether to tender any or all of any Underlying Bonds it receives for purchase pursuant to the Tender Offer (and, if so, at which purchase prices).

 

 

Enquiries:


·      The Directors of the Issuer

Email: [email protected]



Goodbody

·      Colm Ryan

Email: [email protected]

Phone: +353 1 641 9121

·      Frank Hassett

Email: [email protected]

Phone: +353 1 641 9236

·      Stephen Kane

Email: [email protected]

Phone: +353 1 641 9467

 

 

 

 



 

APPENDIX I

 

Summary Details of the Tender Offer

 

The amount NAM will pay for any Underlying Bonds validly tendered and accepted for purchase pursuant to the Tender Offer will be determined pursuant to a reverse unmodified Dutch auction procedure, as described in the Tender Offer Notice (the "Reverse Unmodified Dutch Auction Procedure").  Under the Reverse Unmodified Dutch Auction Procedure, each holder of Underlying Bonds wishing to participate in the Tender Offer must submit a Tender Instruction which specifies, amongst other things, (i) the nominal amount of Underlying Bonds which are the subject of such Tender Instruction, and (ii) a purchase price (expressed as a percentage of the nominal amount of such Underlying Bonds) at which such holder of Underlying Bonds tenders such Underlying Bonds for purchase.

 

As the relevant purchase price applicable to each holder of Underlying Bonds who validly tenders Underlying Bonds for purchase pursuant to the Tender Offer that are accepted by NAM will be the particular purchase price specified by such holder of Underlying Bonds in its Tender Instruction, the relevant purchase price payable to any such holder of Underlying Bonds in respect of the relevant Underlying Bonds will not necessarily be the same as the relevant purchase price payable to any other holder of Underlying Bonds pursuant to the Tender Offer.

 

Under the Reverse Unmodified Dutch Auction Procedure, NAM will determine, in its sole discretion, the aggregate nominal amount of Underlying Bonds (if any) (such nominal amount, the "Final Acceptance Amount") it will accept for purchase pursuant to the Tender Offer, and the maximum purchase price (expressed as a percentage of the nominal amount of the relevant Underlying Bonds, the "Maximum Purchase Price"), being the maximum price at which it will accept valid tenders of Underlying Bonds pursuant to the Tender Offer.  The Final Acceptance Amount will be determined by NAM, in its sole discretion, based on the aggregate nominal amount of Underlying Bonds validly tendered for purchase pursuant to the Tender Offer and the purchase prices specified by tendering holders of Underlying Bonds, and the Maximum Purchase Price will be the lowest price that will allow NAM to accept for purchase the Final Acceptance Amount.  NAM will not accept for purchase any Underlying Bonds tendered at prices greater than the Maximum Purchase Price.

 

NAM will not make any separate payment of accrued interest in respect of Underlying Bonds accepted for purchase pursuant to the Tender Offer.

 

Scaling

 

Underlying Bonds tendered pursuant to the Tender Offer may be accepted by NAM subject to pro rata scaling.

 

In particular, subject to the terms and conditions of the Tender Offer, if the aggregate nominal amount of Underlying Bonds validly tendered for purchase pursuant to the Tender Offer at prices equal to or lower than the Maximum Purchase Price is greater than the Final Acceptance Amount, the Offeror intends to accept for purchase (A) first, all such Underlying Bonds tendered at purchase prices below the Maximum Purchase Price in full (in each case at the purchase price specified by the relevant holder of Underlying Bonds in the relevant Tender Instruction), and (B) second, all such Underlying Bonds tendered at the Maximum Purchase Price on a pro rata basis such that the aggregate nominal amount of such Underlying Bonds accepted for purchase is no greater than the Final Acceptance Amount. In the event of any such pro rata scaling, NAM will only accept tenders of Underlying Bonds subject to pro rata scaling to the extent such scaling will not result in the relevant holder of Underlying Bonds transferring Underlying Bonds to NAM in an aggregate nominal amount of less than €1,000,000, being the minimum denomination of the Underlying Bonds.

 

If any tenders of Underlying Bonds are to be accepted for purchase by NAM on a pro rata basis, the relevant holder of Underlying Bonds will be notified of details of the applicable scaling as part of the notification of the final results of the Tender Offer.

 

Procedure for participating in the Offer

 

In order to participate in the Tender Offer, holders of Underlying Bonds must validly tender their Underlying Bonds for purchase by:

 

(i)         emailing, or arranging to have emailed on their behalf, to the Tender Agent at its email address set out in the Tender Offer Notice, a pdf copy of a valid, fully completed and signed Tender Instruction (in the form posted to registered holders of Underlying Bonds together with the Tender Offer Notice and additional copies of which are available from the Tender Agent upon request (using the contact details set out in the Tender Offer Notice));

 

(ii)         delivering, or arranging to have delivered on their behalf, to the Tender Agent at its address set out  in the Tender Offer Notice, the original of such valid, fully completed and signed Tender Instruction; and

 

(iii)        delivering, or arranging to have delivered on their behalf, to the Tender Agent at its address set out in the Tender Offer Notice, the certificate or certificates representing the Underlying Bonds which are the subject of such Tender Instruction (or, if applicable, a duly completed declaration and indemnity in respect of lost or destroyed certificate(s)), in each case which is to be received by the Tender Agent by 12.00 noon (Dublin time) on 23 April 2018 (the "Expiration Deadline").

 

For the avoidance of doubt, any holder of Underlying Bonds who emails a pdf copy of a valid, fully completed and signed Tender Instruction to the Tender Agent but does not subsequently deliver the original of such valid, fully completed and signed Tender Instruction, together with the certificate or certificates for the relevant Underlying Bonds (or, if applicable, a duly completed declaration and indemnity), to the Tender Agent at its address set out in the Tender Offer Notice (to be received by the Tender Agent by the Expiration Deadline) will not have validly tendered such Underlying Bonds in the Tender Offer.

 

Each Tender Instruction must specify (i) the nominal amount of Underlying Bonds which are the subject of such Tender Instruction, (ii) a purchase price (expressed as a percentage of the nominal amount of such Underlying Bonds) at which such Underlying Bonds are tendered for purchase, (iii) the name of the beneficial owner of such Underlying Bonds and (iv) a contact telephone number and email address for such beneficial owner. Each Tender Instruction must be submitted in respect of a minimum nominal amount of Underlying Bonds of no less than €1,000,000, being the minimum denomination of the Underlying Bonds, and may thereafter be submitted in integral multiples of such amount.

 

Each holder of Underlying Bonds may submit more than one Tender Instruction, each specifying a different purchase price at which the Underlying Bonds the subject of such Tender Instruction are tendered for purchase, provided that, amongst other things, the aggregate nominal amount of all Underlying Bonds tendered for purchase pursuant to all Tender Instructions submitted by that holder of Underlying Bonds does not exceed the aggregate nominal amount of Underlying Bonds held by such holder of Underlying Bonds.

 

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Notice.

 

Each holder of Underlying Bonds participating in the Tender Offer will be required to give certain representations (i) in respect of the jurisdictions referred to below under "Tender Offer and Distribution Restrictions", (ii) confirming that it is not a Sanctions Restricted Person, as described in "Sanctions Restricted Persons" below, (iii) confirming that it has full power and authority to tender for purchase and transfer the Underlying Bonds it has tendered in the Tender Offer and, if such Underlying Bonds are accepted for purchase by NAM, such Underlying Bonds will be transferred to, or to the order of, NAM with full title free from all liens, charges and encumbrances, not subject to any adverse claim and together with all rights attached to such Underlying Bonds, and (iv) as otherwise set out in the Tender Instruction.

 

Any tender of Underlying Bonds for purchase pursuant to the Tender Offer from a holder of Underlying Bonds that is unable to make these representations may be rejected.  Each of NAM and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Bonds for purchase pursuant to the Tender Offer, whether any such representation given by a holder of Underlying Bonds is correct and, if such investigation is undertaken and as a result NAM determines (for any reason) that such representation is not correct, such tender may be rejected.

 

NAM is not under any obligation to accept any tender of Underlying Bonds for purchase pursuant to the Tender Offer. Tenders of Underlying Bonds for purchase may be rejected in the sole discretion of NAM for any reason and NAM is not under any obligation to holders of Underlying Bonds to furnish any reason or justification for refusing to accept a tender of Underlying Bonds for purchase. For example, tenders of Underlying Bonds for purchase may be rejected if the Tender Offer is terminated, if any such tender does not (in the sole determination of NAM) comply with the requirements of a particular jurisdiction, or for any other reason.

 

Holders of Underlying Bonds should note that, to the extent NAM accepts any Underlying Bonds for purchase pursuant to the Tender Offer at purchase prices greater than 100 per cent. of the nominal amount of the relevant Underlying Bonds, NAM may (consistent with the procedure adopted in respect of payments of interest under the terms and conditions of the Underlying Bonds) be required to make a withholding for or on account of taxes from the element of the applicable tender consideration which is in excess of the nominal amount of the relevant Underlying Bonds, unless an exemption is available from such requirement.  Any such exemption will depend on the specific circumstances of the relevant holder of Underlying Bonds.

 



APPENDIX II

 

Tender offer and distribution restrictions

 

The distribution of the Tender Offer Notice and other documents or information relating to the Tender Offer in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Notice and/or any such other documents or information comes are required by the NAM and the Tender Agent to inform themselves about, and to observe, any such restrictions.

 

United States

 

The Tender 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 Underlying Bonds may not be tendered in the Tender 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 Notice and any other documents or materials relating to the Tender 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 persons located or resident in the United States.

 

Any purported tender of Underlying Bonds in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Underlying Bonds made by, or by any 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 holder of Underlying Bonds participating in the Tender Offer will represent that it is not located in the United States and it is not participating in the Tender Offer from the United States, 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 Tender Offer from the United States.

 

For the purposes of this and the previous paragraph, United States means the 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

 

None of the Tender Offer, the Tender Offer Notice or any other document or materials relating to the Tender Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offer is being carried out in 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. Accordingly, holders of the Underlying Bonds or beneficial owners of the Underlying Bonds that are located in Italy can tender Underlying Bonds for purchase pursuant to the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the 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-àvis its clients in connection with the Underlying Bonds or the Tender Offer.

 

United Kingdom

 

The communication of the Tender Offer Notice and any other documents or materials relating to the Tender 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, and may only be acted upon by, those persons in the United Kingdom falling within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order") (which includes an existing creditor of the NAM and, therefore, includes the holders of the Underlying Bonds) or within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

 

France

 

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Tender Offer Notice nor any other document or material relating to the Tender 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 qualifiés) other than individuals, in each case acting on their own account and 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 Tender Offer. The Tender Offer Notice has not been, nor will be, submitted for clearance to, nor approved by, the Autorité des Marchés Financiers.

 

SANCTIONS RESTRICTED PERSONS

 

By submitting a Tender Instruction (together with the relevant certificate(s) representing its Underlying Bonds), a holder of Underlying Bonds shall also be required to represent and warrant to NAM and the Tender Agent that it is not a Sanctions Restricted Person (as defined below).

 

Sanctions Restricted Person means each person or entity (a "Person"):

 

(i)         that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage/8442/consolidated-listsanctions_en); or

 

(ii)         that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the SSI List), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014 (the EU Annexes), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes.

 

Sanctions Authority means each of:

 

(i)         the United States government;

 

(ii)         the United Nations;

 

(iii)        the European Union (or any of its member states including, without limitation, the United Kingdom);

 

(iv)        any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; and

 

(v)         the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury.

 

 

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 


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