TIDM41CO
RNS Number : 4941Q
Kommunal Landspensjonskasse
19 June 2020
NOT FOR RELEASE, PUBLICATION OR 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) (the "United States") OR TO ANY U.S. PERSON (AS DEFINED
BELOW) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW) .
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 ("MAR").
FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING
REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY Oliver Siem
, DIRECTOR OF KOMMUNAL LANDSPENSJONSKASSE GJENSIDIG
FORSIKRINGSSELSKAP.
19 June 2020
KOMMUNAL LANDSPENSJONSKASSE GJENSIDIG FORSIKRINGSSELSKAP
ANNOUNCES TER OFFER TO PURCHASE NOTES FOR CASH
Kommunal Landspensjonskasse Gjensidig Forsikringsselskap (the
"Issuer") has today launched its invitation to holders of its EUR
600,000,000 Fixed/Floating Rate Dated Subordinated Notes due 2045
(the "Notes") to tender such Notes for purchase by the Issuer for
cash in an aggregate principal amount of up to the Maximum
Acceptance Amount (as defined below) (such invitation, the
"Offer"). The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 19 June
2020 (the "Tender Offer Memorandum") and is subject to the offer
restrictions set out below and as more fully described in the
Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used and not otherwise defined in this
announcement have the meanings given to them in the Tender Offer
Memorandum.
Summary of the Offer
Principal Maximum
Description of Amount Acceptance
Notes ISIN First Call Date Outstanding Benchmark Rate Purchase Spread Amount
--------------- ------------- ---------------- ---------------- --------------- ---------------- ---------------
EUR XS1217882171 10 June 2025 EUR 600,000,000 June 2025 210 bps EUR
600,000,000 Interpolated 450,000,000 in
Fixed/Floating Mid Swap Rate aggregate
Rate Dated principal
Subordinated amount of
Notes due 2045 Notes
THE OFFER COMMENCES ON 19 JUNE 2020 AND WILL EXPIRE AT 17:00
HOURS CEST ON 26 JUNE 2020 (THE "EXPIRATION DEADLINE"), UNLESS
EXTED, WITHDRAWN, RE-OPENED OR TERMINATED AT THE SOLE AND ABSOLUTE
DISCRETION OF THE ISSUER. TER INSTRUCTIONS, ONCE SUBMITTED, MAY, IN
PRINCIPLE, NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES
OUTLINED IN THE TER OFFER MEMORANDUM.
Custodians, Direct Participants and Clearing Systems will have
deadlines for receiving instructions prior to the Expiration
Deadline and holders should contact the intermediary through which
they hold their Notes as soon as possible to ensure proper and
timely delivery of instructions.
Purpose of the Offer
On 14th June 2019, the Financial Supervisory Authority of Norway
granted approval for the Issuer to treat call in supplementary
capital as Ancillary Tier 2 own funds (calculated as 2.5 per cent
of the Issuer's total premium reserve at any given time), with
approval for this method granted until 31st December 2023. As a
result, the Issuer has non-eligible Tier 2 own funds.
The purpose of the Offer is therefore to optimise the capital
structure of the Issuer by reducing non-eligible Tier 2 own funds,
and to utilise available liquidity by reducing outstanding
indebtedness and interest costs.
Purchase Price
Subject to the Minimum Denomination in respect of the Notes, the
price payable per EUR1,000 in principal amount of the Notes validly
tendered and accepted for purchase (the "Purchase Price") will be
determined as provided in the Tender Offer Memorandum and is
intended to reflect a yield to the First Call Date of the Notes on
the Settlement Date equal to the Purchase Yield. The Purchase Yield
will be determined as the sum of a fixed spread of 210 basis points
(the "Purchase Spread") and the June 2025 Interpolated Mid--Swap
Rate determined at or around the Pricing Time, expressed as a
percentage and rounded to the third decimal place (with 0.0005
being rounded upwards). In respect of any Notes validly tendered
and accepted for purchase, the Issuer will also pay an amount equal
to any accrued and unpaid interest on the relevant Notes from (and
including) the interest payment date for the Notes immediately
preceding the Settlement Date up to (but excluding) the Settlement
Date, which is expected to be 2 July 2020.
Notes repurchased by the Issuer pursuant to the Offer will be
immediately cancelled. Notes which have not been validly tendered
and accepted for purchase pursuant to the Offer will remain
outstanding after the Settlement Date.
Accrued Interest Payment
The Issuer will pay accrued and unpaid interest in respect of
all Notes validly tendered and delivered and accepted for purchase
by the Issuer pursuant to the Offer, from (and including) the
interest payment date for the Notes immediately preceding the
Settlement Date to (but excluding) the Settlement Date.
Maximum Acceptance Amount
The Issuer proposes to accept Notes for purchase up to a maximum
aggregate principal amount of EUR 450,000,000 (the "Maximum
Acceptance Amount") on the terms and subject to the conditions
contained in the Tender Offer Memorandum. In the event that the
aggregate principal amount of Notes represented by Tender
Instructions is greater than the Maximum Acceptance Amount, such
Tender Instructions will be accepted on a pro-rata basis such that
the aggregate principal amount of Notes accepted for purchase
pursuant to the Offer is no greater than the Maximum Acceptance
Amount.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute
discretion, to extend, re-open, withdraw or terminate the Offer and
to amend or waive any of the terms and conditions of the Offer
(including, but not limited to, purchasing more than or less than
the Maximum Acceptance Amount) at any time following the
announcement of the Offer, as described in the Tender Offer
Memorandum.
Summary of Action to be Taken
To tender Notes in the Offer, a Noteholder should deliver, or
arrange to have delivered on its behalf, via the relevant Clearing
System and in accordance with the requirements of such Clearing
System, a valid Tender Instruction that is received in each case by
the Tender Agent by the Expiration Deadline.
Tender Instructions must be submitted in respect of a principal
amount of Notes of no less than the Minimum Denomination, and may
be submitted in integral multiples of EUR1,000 thereafter.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer
before the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified in the Tender Offer Memorandum.
Further Information
Any questions or requests for assistance in connection with the
Tender Offer Memorandum may be directed to the Dealer Managers and
any questions or requests for assistance in connection with the
delivery of Tender Instructions or requests for additional copies
of the Tender Offer Memorandum or related documents, which may be
obtained free of charge, may be directed to the Tender Agent, in
each case at the telephone number or e-mail address provided
below.
Before making a decision with respect to the Offer, Noteholders
should carefully consider all of the information in the Tender
Offer Memorandum.
Indicative Timetable
Number of Business Days from and
Date including Launch Action
-------------------------------------- -------------------------------------- --------------------------------------
19 June 2020 Day 1 Commencement of the Offer
Offer announced by way of
announcements on the relevant
Notifying News Service(s), through
the Clearing Systems and via RNS.
Tender Offer Memorandum available
from the Tender Agent.
26 June 2020 17.00 hours, CEST Day 6 Expiration Deadline
Deadline for receipt by the Tender
Agent of all Tender Instructions in
order for Noteholders
to be able to participate in the
Offer.
29 June 2020 Day 7 Announcement of Indicative Results
As soon as reasonably practicable Announcement of (i) the aggregate
principal amount of Notes validly
tendered pursuant to the
Offer and (ii) a non-binding
indication of the aggregate principal
amount of Notes that the
Issuer intends to purchase and any
applicable indicative Pro-ration
Factor.
29 June 2020 At or around 13.00 Day 7 Pricing Time
hours, CEST Determination of the June 2025
Interpolated Mid-Swap Rate (for the
purpose of calculating
the Purchase Price), the Purchase
Price and the Purchase Yield.
29 June 2020 Day 7 Announcement of Result of Offer
As soon as reasonably practicable Announcement of the Issuer's decision
after the Pricing Time on the Pricing whether to accept valid tenders of
Date Notes for purchase
pursuant to the Offer.
Details of:
(i) the Purchase Price, the Purchase
Yield, the June 2025 Interpolated
Mid--Swap Rate and
the Settlement Date; and
(ii) the final aggregate principal
amount of the Notes validly tendered
pursuant to the Offer
and accepted for purchase and any
applicable Pro-ration Factor,
distributed by way of RNS and via
announcements on the relevant
Notifying News Service(s)
and through the Clearing Systems.
2 July 2020 Day 10 Expected Settlement Date
Expected Settlement Date for the
Offer. Payment of Purchase
Consideration and Accrued Interest
Payment in respect of the Offer.
Announcements will be made by publication though RNS.
Announcements may also be made by (i) the delivery of notices to
the Clearing Systems for communication to Direct Participants and
(ii) the issue of a press release to a Notifying News Service.
Copies of all such announcements, notices and press releases can
also be obtained from the Tender Agent, the contact details for
whom are on the last page of this announcement. Significant delays
may be experienced where notices are delivered to the Clearing
Systems and Noteholders are urged to contact the Tender Agent for
the relevant announcements relating to the Offer.
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 the Offer. If any Noteholder
is in any doubt as to the action it should take, 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 Offer. None of the Issuer, the Dealer
Managers or the Tender Agent makes any recommendation as to whether
Noteholders should tender Notes pursuant to the Offer.
Offer and Distribution Restrictions
United States
The 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
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 the Tender Offer
Memorandum, this announcement and any other documents or materials
relating to the 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 a U.S. Person and
the Notes cannot be tendered in the Offer 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 the Offer 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 Noteholder participating in the Offer will represent that
it is not a U.S. Person located in the United States and is not
participating in the 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
Offer 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 the Tender Offer Memorandum, this
announcement and any other documents or materials relating to the
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 the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (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.
France
The Offer is not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors
(investisseurs qualifiés) as defined in Article L.411-2 1deg of the
French Code monétaire et financier. None of the Tender Offer
Memorandum, this announcement or any other documents or materials
relating to the Offer have been or shall be distributed in France
other than to qualified investors (investisseurs qualifiés) and
only qualified investors (investisseurs qualifiés) are eligible to
participate in the Offer. The Tender Offer Memorandum, this
announcement and any other document or material relating to the
Offer have not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.
Italy
None of the Offer, the Tender Offer Memorandum, this
announcement or any other documents or materials relating to the
Offer have been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The 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.
Accordingly, Noteholders, or beneficial owners of the Notes that
are located in Italy, can tender some or all of their Notes
pursuant to the Offer 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. 20307 of 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of
September 1, 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 Offer.
General
None of the Issuer, the Dealer Managers or the Tender Agent
makes any recommendation as to whether or not Noteholders should
participate in the Offer and any Noteholder who is unsure of what
action to take in respect of the Offer should consult their own
professional advisers. None of the Dealers Managers or the Tender
Agent accepts any responsibility for the contents of this
announcement or the Tender Offer Memorandum.
None of the Tender Offer Memorandum, this announcement or the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Offer will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and the Dealer Managers or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offer shall be deemed to be made by the Dealer
Managers or such affiliate, as the case may be, on behalf of the
Issuer in such jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in the Offer
will be deemed to give certain representations in respect of the
other jurisdictions referred to above and generally as set out in
"Procedures for Participating in the Offer" in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Offer
from a Noteholder that is unable to make these representations will
not be accepted.
Each of the Issuer, the Dealer Managers 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 the Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and
as a result the Issuer determines (for any reason) that such
representation is not correct, such tender or submission may be
rejected.
DEALER MANAGERS
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: liabilitymanagement.europe@citi.com
Danske Bank A/S J.P. Morgan Securities plc
2-12 Holmens Kanal 25 Bank Street
DK-1092 Copenhagen K Canary Wharf
Denmark London E14 5JP
Tel: +45 33 64 88 51 United Kingdom
Attention: 3775 Debt Capital Markets Tel: +44 20 7134 2468
Email: liabilitymanagement@danskebank.dk Attention: Liability Management
Email:
liability_management_EMEA@jpmorgan.com
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone + 44 20 7704 0880
Attention: Arlind Bytyqi
Email: klp@lucid-is.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENSFISWUESSELM
(END) Dow Jones Newswires
June 19, 2020 03:47 ET (07:47 GMT)
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