NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE BENEFICIAL OWNERS OF THE NOTES REFERRED TO HEREIN. IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS ANNOUNCEMENT ARE REQUESTED TO PASS THIS ANNOUNCEMENT TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.
If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial or legal adviser.
If you have recently sold or otherwise transferred your entire holding(s) of any of the Notes referred to below, you should immediately forward this announcement to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
16 April 2018
RMAC SECURITIES NO. 1 PLC (the "Issuer") - RMAC SECURITIES NO. 1 PLC Series 2006-NS1, RMAC SECURITIES NO. 1 PLC Series 2006-NS2, RMAC SECURITIES NO. 1 PLC Series 2006-NS3, RMAC SECURITIES NO. 1 PLC Series 2006-NS4 and RMAC SECURITIES NO. 1 PLC Series 2007-NS1 (each a "Relevant Series")
As announced on 8 January 2018 and pursuant to a tender offer memorandum of the same date (the "Tender Offer Memorandum"), Clifden IOM No.1 Limited ("Clifden") has launched a tender offer (the "Offers") for each of the Relevant Series to each holder of Notes of the Relevant Series (each a "Noteholder"). Clifden made further announcements in relation to the Offers on 8 March 2018, 26 March 2018 (the "26 March Announcement") and 16 April 2018.
Clifden wishes to provide Noteholders with an update on the Offers.
As of 5:00p.m. (London time) on 12 April 2018, Clifden has received insufficient Tender Instructions from Noteholders of Notes of each of the Relevant Series to establish its target holding of Notes of each of the applicable Relevant Series. In respect of each Relevant Series considered on a separate and individual basis, Clifden currently intends to reject any tenders of Notes of the Relevant Series and withdraw or terminate the Offers if it does not receive sufficient Tender Instructions for Notes of such Relevant Series.
Clifden considers that the rationale for the Offers as set out in the 26 March Announcement evidences that the proposed introduction of the Additional Optional Redemption Provision (as defined in the 26 March Announcement) into the terms and conditions of each Relevant Series will be beneficial to all Noteholders of Notes of the Relevant Series and accordingly requests any Noteholders who wish to do so, to tender their Notes for purchase in accordance with the terms of the Offers as soon as practicable.
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to any Offer. If any holder of the Notes of any Relevant Series is in any doubt as to the action it should take or is unsure of the impact of the relevant Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Notes pursuant to the relevant Offer.
None of the Offeror, the Tender Agent or any of their respective directors, employees or affiliates makes any recommendation as to whether holders of Notes should tender Notes for purchase pursuant to any of the Offers. Noteholders are required to make their own independent analysis of all facts and circumstances relevant to the Offers, and whether or not to tender their Notes for purchase.
This announcement is made by Clifden IOM No.1 Limited:
CLIFDEN IOM NO.1 LIMITED
Douglas, Isle of Man.
This information is provided by RNS