REG - Kommunal Landspensj - KLP, TENDER OFFER TO PURCHASE NOTES FOR CASH

Danske Bank A/SAnnouncement

19/06/2020 09:50

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 TENDER 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





Description of Notes




ISIN




First Call Date




Principal Amount Outstanding




Benchmark Rate




Purchase Spread




Maximum Acceptance Amount






EUR 600,000,000 
Fixed/Floating Rate Dated Subordinated Notes due 2045


XS1217882171


10 June 2025


EUR 600,000,000


June 2025 Interpolated Mid Swap Rate


210 bps


EUR 450,000,000 in aggregate principal amount of Notes



 
THE OFFER COMMENCES ON 19 JUNE 2020 AND WILL EXPIRE AT 17:00 HOURS CEST ON 26 JUNE 2020 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, WITHDRAWN, RE-OPENED OR TERMINATED AT THE SOLE AND ABSOLUTE DISCRETION OF THE ISSUER. TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY, IN PRINCIPLE, NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER 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 €1,000 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 €1,000 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
 




Date




Number of Business Days from and 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
As soon as reasonably practicable
 


Day 7


Announcement of Indicative Results
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 hours, CEST


Day 7


Pricing Time
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
As soon as reasonably practicable after the Pricing Time on the Pricing Date 


Day 7


Announcement of Result of Offer
Announcement of the Issuer's decision whether to accept valid tenders of 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 1° 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
2-12 Holmens Kanal
DK-1092 Copenhagen K
Denmark
 
Tel: +45 33 64 88 51
Attention: 3775 Debt Capital Markets
Email: liabilitymanagement@danskebank.dk


J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
 
Tel: +44 20 7134 2468
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.
 
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TENSFISWUESSELM