Source - RNS
RNS Number : 9361K
Clifden
16 April 2018
 

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

 

Clifden iom nO.1 LIMITED announces an amendment to

its INVITATION TO PURCHASE for cash VARIOUS NOTES ISSUED UNDER the RMAC Securitisations

 

Reference is made to (i) the announcement dated 8 January 2018 of the Offers to the holders of mortgage-backed debt securities issued by certain entities including RMAC Securities No. 1 PLC (the "Relevant Issuer") made by Clifden IOM No.1 Limited (the "Offeror") (the "8 January Announcement"); (ii) the related tender offer memorandum dated as of the same date (the "Tender Offer Memorandum") and (iii) the further announcements by the Offeror in relation to the Offers dated 8 March 2018 and 26 March 2018.

Capitalised terms used and not otherwise defined in this announcement have the respective meanings given to them in the Tender Offer Memorandum.

Early Tender Deadline

The Offeror hereby gives notice to holders (the "Noteholders") of each of the following Series of Notes issued by the Relevant 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"), that the definition of "Early Tender Deadline" is amended to:

"5:00 p.m. (London time) on 4 May 2018."

Indicative Timeline

In respect of the Offers, Noteholders are advised that the section of the Tender Offer Memorandum entitled "Indicative Timeline" should be interpreted with the above amendment to the Early Tender Deadline for the Notes of the Relevant Series and factored into all relevant indicative timings.

Purchase Price

In respect of Notes of each Relevant Series which are validly tendered before the Expiration Deadline but after the re-opened and extended Early Tender Deadline (as specified in "Early Tender Deadline" above), the entry in the column "Purchase Price (%)" set out in the section of the Tender Offer Memorandum entitled "Description of the Target Notes" is amended for each Relevant Series to 100.50.

Early Tender Premium

The Offeror hereby gives notice to holders of each of the Series of Notes specified below (each a "Specified Series") issued by the Issuer:

Issuer

Series of Notes

ISIN

RMAC SECURITIES NO.1 PLC

Series 2006-NS1 - £23,250,000 Class M2a Mortgage Backed Floating Rate Notes due June 2044

XS0248590613

RMAC SECURITIES NO.1 PLC

Series 2006-NS1 - €20,000,000 Class M2c Mortgage Backed Floating Rate Notes due June 2044

XS0248595687

RMAC SECURITIES NO.1 PLC

Series 2006-NS1 -- €60,500,000 Class B1c Mortgage Backed Floating Rate Notes due June 2044

XS0248597543

RMAC SECURITIES NO.1 PLC

Series 2006-NS2 - €35,600,000 Class M2c Mortgage Backed Floating Rate Notes due June 2044

XS0257371137

RMAC SECURITIES NO.1 PLC

Series 2006-NS2 - £15,000,000 Class B1a Mortgage Backed Floating Rate Notes due June 2044

XS0257371301

RMAC SECURITIES NO.1 PLC

Series 2006-NS2 - €13,800,000 Class B1c Mortgage Backed Floating Rate Notes due June 2044

XS0257372374

RMAC SECURITIES NO.1 PLC

Series 2006-NS2 - £6,300,000 Class B2a Mortgage Backed Floating Rate Notes due June 2044

XS0257372705

RMAC SECURITIES NO.1 PLC

Series 2006-NS3 - €46,500,000 Class M2c Mortgage Backed Floating Rate Notes due June 2044

XS0268027769

RMAC SECURITIES NO.1 PLC

Series 2006-NS3 - €52,000,000 Class B1c Mortgage Backed Floating Rate Notes due June 2044

XS0268029468

RMAC SECURITIES NO.1 PLC

Series 2006-NS4 - £10,000,000 Class M2a Mortgage Backed Floating Rate Notes due June 2044

XS0277457841

RMAC SECURITIES NO.1 PLC

Series 2006-NS4 - €22,300,000 Class M2c Mortgage Backed Floating Rate Notes due June 2044

XS0277445671

RMAC SECURITIES NO.1 PLC

Series 2006-NS4 - £10,000,000 Class B1a Mortgage Backed Floating Rate Notes due June 2044

XS0277450838

RMAC SECURITIES NO.1 PLC

Series 2006-NS4 - €78,000,000 Class B1c Mortgage Backed Floating Rate Notes due June 2044

XS0277453691

RMAC SECURITIES NO.1 PLC

Series 2007-NS1 - £14,000,000 Class M1a Mortgage Backed Floating Rate Notes due June 2044

XS0307496264

RMAC SECURITIES NO.1 PLC

Series 2007-NS1 - €32,600,000 Class M1c Mortgage Backed Floating Rate Notes due June 2044

XS0307506674

RMAC SECURITIES NO.1 PLC

Series 2007-NS1 - €21,500,000 Class M2c Mortgage Backed Floating Rate Notes due June 2044

XS0307511591

RMAC SECURITIES NO.1 PLC

Series 2007-NS1 - £6,500,000 Class B1a Mortgage Backed Floating Rate Notes due June 2044

XS0307500479

RMAC SECURITIES NO.1 PLC

Series 2007-NS1 - €19,600,000 Class B1c Mortgage Backed Floating Rate Notes due June 2044

XS0307512219

 

which are validly tendered before the re-opened and extended Early Tender Deadline (as specified in "Early Tender Deadline" above) including those which have previously been tendered pursuant to the Offers, that the entry in the column "Early Tender Premium (%)" set out in the section of the Tender Offer Memorandum entitled "Description of the Target Notes" is amended for each Specified Series to the figure that would, if added to the entry in the column "Purchase Price (%)" for such Specified Series, equal 107.00.

 

Holders of Notes of a Specified Series who have submitted Tender Instructions prior to the Early Tender Deadline set out in the Offeror's announcement dated 26 March 2018 in respect of any Notes of a Specified Series shall receive the amended Early Tender Premium set out above but not an Early Tender Premium in addition to the amended Early Tender Premium set out above.

Offeror's Ability to Reject Tenders of Notes of any Relevant Series

As stated in the Tender Offer Memorandum, the Offeror is not under any obligation to accept for purchase any class of Notes of any Relevant Series tendered pursuant to the Offers. Tenders of any class of Notes of any Relevant Series may be rejected in the sole and absolute discretion of the Offeror for any reason and the Offeror is not under any obligation to holders of any class of Notes of any Relevant Series to furnish any reason or justification for refusing to accept for purchase a tender of any class of Notes of any Relevant Series.

The principal amount of each class of a Relevant Series of Notes ultimately accepted for purchase by the Offeror will be determined in accordance with the maximum holding of such class of Notes of each Relevant Series which the Offeror wishes to establish (the "Maximum Required Holding"). As a result, a holder who validly tenders Notes of any class of a Relevant Series pursuant to the Offers may have all of such Notes returned to it, and the amount of a class of Notes of any Relevant Series returned will depend on the overall level of participation of holders in the Offers, as well as on the satisfaction or waiver of the conditions of the Offers.

If and to the extent that the Offeror determines that a tender of Notes of any Relevant Series would result in the aggregate amount of Notes of such Relevant Series tendered for purchase exceeding the Maximum Required Holding, the Offeror reserves the right, in its sole and absolute discretion, to reject such Tender by 17:00 (London time) on the Business Day following the day on which Tender Instructions are received.

Revocation of Tender Instructions if Settlement Date extended

After the Early Tender Deadline (as amended above), the Offeror may at its discretion elect to bring forward the Expiration Deadline and/or Settlement Date for any of the Offers. In addition, if the Settlement Date is extended from the date set out herein, Holders of any class of Notes of any Relevant Series validly tendered on or after the date of this announcement shall have the option to revoke their Tender Instructions in accordance with the terms set out in the Tender Offer Memorandum, notwithstanding that the Holders have given irrevocable instructions in relation to such class of the  Relevant Series of Notes.

Other terms of the Offers remain in effect

Except as described above, all other terms and conditions of the Offers and the Tender Offer Memorandum remain in full force and effect.

It is the opinion of the Offeror that the amendments set out in this announcement are not materially prejudicial to Noteholders that have already tendered Notes.

**********

The Offeror has not independently verified any information published by or on behalf of the Relevant Issuer, and accepts no responsibility for whether or not the information made publicly available by or on behalf of the Relevant Issuer is sufficient to enable Holders to make an informed assessment of the financial condition of any of the Relevant Issuers or the price or value of the Notes of any Relevant Series. The Offeror is not responsible for any failure by the Relevant Issuer to disclose any information about its operations, financial condition and/or the performance of the relevant portfolio of underlying assets, even if such information may be material to an evaluation of the Relevant Issuer, Notes of any Relevant Series and/or Offers. Holders 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.

Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on, the procedures for participating in any of the Offers.

Lucid Issuer Services Limited is acting as the tender agent (the "Tender Agent"), in connection with the Offers.

The Tender Agent is the agent of the Offeror and does not owe any duty to any Holder.

Any questions or requests for assistance in connection with the Offers and/or the delivery of Tender Instructions or requests for copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Tender Agent.

DISCLAIMER

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 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.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in any of the Offers 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 or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Tender Agent and the Financial Advisor to inform themselves about and to observe any such restrictions.

United States

The Offers are 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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). 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, the Tender Offer Memorandum and any other documents or materials relating to any of the Offers 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 a U.S. Person and Notes cannot be tendered in any of the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Notes in any of the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by 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 Notes participating in any of the Offers will represent that it is not a U.S. Person, it is not located in the United States and is not participating in any of the Offers 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 any of the Offers from the United States and who is not a U.S. Person. For the purposes of this and the above 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.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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, as amended. 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. This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers may not be distributed or circulated to any person in the United Kingdom other than (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) high net worth entities falling within Article 49(2)(A) to (D) of the Financial Promotion Order or (iii) any other persons to whom such distribution or circulation may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "Relevant Persons"). This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are directed only at Relevant Persons and the Offers are available only to Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement, the Tender Offer Memorandum or any of their respective contents.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have 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 any of the Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offers 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, as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Offers are being carried out in the Republic of Italy as exempted offers 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 3 of CONSOB Regulation No. 11971 of 14 May 1999.

Holders or beneficial owners of Notes that qualify as qualified investors (investitori qualificati) can offer Notes for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in 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 Notes or the Offers.Switzerland

None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to any of the Offers.

General

None of this announcement, the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes of any Series (and tenders of Notes for purchase pursuant to any of the Offers will not be accepted from holders) in any circumstances in which such offer or solicitation is unlawful.

In addition to the representations referred to above in respect of the United States, each holder of Notes participating in any of the Offers will be deemed to give certain other representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to any of the Offers from a holder that is unable to make these representations will not be accepted.

Each of the Offeror and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to any of the Offers, whether any such representation given by a holder of such Notes 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 tender or submission may be rejected.

 

 


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