TIDM49WP
RNS Number : 6327W
NIBC Bank N.V.
13 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN 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) (THE "UNITED STATES ") OR TO ANY U.S. PERSON (AS
DEFINED IN THE TENDER OFFER MEMORANDUM (AS DEFINED BELOW)) OR IN OR
INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS DOCUMENT.
13 DECEMBER 2023
NIBC BANK N.V. ANNOUNCES FINAL RESULTS OF THE TENDER OFFER FOR
ITS OUTSTANDING EUR100,000,000 EURO FIXED/FLOATING RATE PERPETUAL
DEBT SECURITIES (ISIN: XS0249580357) AND ITS OUTSTANDING
U.S.$100,000,000 CMS LINKED PERPETUAL DEBT SECURITIES (ISIN:
XS0215294512)
On 5 December 2023, NIBC Bank N.V. (formerly known as NIBC
Capital Bank N.V.) (the "Issuer") launched invitations to holders
of its outstanding (i) EUR100,000,000 Euro Fixed/Floating Rate
Perpetual Debt Securities (ISIN: XS0249580357) (the "EUR Notes")
and/or (ii) U.S.$100,000,000 CMS Linked Perpetual Debt Securities
(ISIN: XS0215294512) (the "USD Notes" and together with the EUR
Notes, the "Notes") to tender any and all such Notes for purchase
by the Issuer for cash (each such invitation an "Offer" and,
together, the "Offers"). The Offers were made subject to applicable
law and regulation, on the terms and subject to the conditions and
the offer and distribution restrictions described in the tender
offer memorandum dated 5 December 2023 (the "Tender Offer
Memorandum").
Capitalised terms used and not otherwise defined in this
announcement have the meanings given to them in the Tender Offer
Memorandum. In the event of discrepancies between this announcement
and the provisions in the Tender Offer Memorandum, the Tender Offer
Memorandum will prevail.
The Issuer hereby announces that it will accept all validly
tendered Notes pursuant to the Offers for purchase in cash as set
out in the table below.
The final results of the Offers are as follows:
Aggregate
Principal Amount
Aggregate Principal of Notes accepted Aggregate Principal
Amount Outstanding for purchase Amount Outstanding
Description of prior to completion pursuant to the after Settlement
Notes ISIN of the Offers Purchase Price Offers Date
-------------------- -------------- -------------------- --------------- ------------------- --------------------
EUR100,000,000 Euro
Fixed/Floating
Rate Perpetual
Debt Securities
(the "EUR Notes") XS0249580357 EUR50,000,000 78.00% EUR28,540,000 EUR21,460,000
U.S.$100,000,000 XS0215294512 U.S.$90,486,000 86.00% U.S.$57,305,000 U.S.$33,181,000
CMS Linked
Perpetual Debt
Securities (the
"USD Notes")
The Offers remain subject to the conditions and restrictions set
out in the Tender Offer Memorandum.
Payment of the relevant Purchase Consideration and the relevant
Accrued Interest Payment in respect of the Notes accepted for
purchase by the Issuer pursuant to the Offers will occur on the
Settlement Date which is expected to be 15 December 2023.
All Notes purchased pursuant to the Offers will be
cancelled.
Full details concerning the Offers are set out in the Tender
Offer Memorandum.
NatWest Markets N.V. (Telephone: +44 20 7085 6124; Email:
NWMLiabilityManagement@natwestmarkets.com ; Attention: Liability
Management ) is acting as Sole Dealer Manager. Kroll Issuer
Services Limited (Telephone: +44 20 7704 0880; Email:
nibc@is.kroll.com ; Attention: Arlind Bytyqi / Paul Kamminga) is
acting as Tender Agent.
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 ("EU MAR") AND ARTICLE 7(1) OF THE MARKET ABUSE REGULATION
(EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA) ("UK
MAR").
FOR THE PURPOSES OF EU MAR, UK MAR AND ARTICLE 2 OF COMMISSION
IMPLEMENTING REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE
BY HANS STARRENBURG, HEAD OF TREASURY OF NIBC BANK N.V.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. No offer or invitation to acquire or
sell any securities is being made pursuant to this announcement.
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any
decision is made with respect to the Offers. If any Noteholder is
in any doubt as to the contents of this announcement, the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial, legal, regulatory and tax advice, including
in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial,
regulatory, tax or legal adviser.
None of the Issuer, the Sole Dealer Manager or the Tender Agent
or any of their respective directors, employees, officers, agents
or affiliates expresses any opinion about the merits of the Offers
or makes any recommendation as to whether or not any Noteholder
should offer to sell its Notes and no one has been authorised by
the Issuer, the Sole Dealer Manager or the Tender Agent to make any
such recommendation.
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END
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