REG - NIBC Bank N.V. - NIBC ANNOUNCES FINAL RESULTS OF THE TENDER OFFER

Deutsche Bank AGAnnouncement

17/11/2023 10:15

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RNS Number : 8347T  NIBC Bank N.V.  17 November 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.

17 NOVEMBER 2023

NIBC BANK N.V. ANNOUNCES FINAL RESULTS OF THE TENDER OFFER FOR ITS OUTSTANDING
EUR 500,000,000 2.000 PER CENT. SENIOR NON-PREFERRED UNSECURED NOTES DUE 9
APRIL 2024 (ISIN: XS1978668298)

On 9 November 2023, NIBC Bank N.V. (the "Issuer") launched its invitation to
holders of its outstanding EUR 500,000,000 2.000 per cent. Senior
Non-Preferred Unsecured Notes due 9 April 2024 (issued in one tranche of EUR
300,000,000 on 9 April 2019 and one tranche of EUR 200,000,000 issued on 10
June 2020, which tranches were then consolidated to form a single series)
(ISIN: XS1978668298) (the "Notes") to tender any and all such Notes for
purchase by the Issuer for cash (such invitation, the "Offer"). The Offer was
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 9 November 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 confirms that the New Financing Condition is satisfied and hereby
announces that it will accept all validly tendered Notes pursuant to the Offer
for purchase in cash as set out in the table below.

The final results of the Offer are as follows:

 Description of Notes                                                           ISIN          Aggregate Principal Amount Outstanding (prior to completion of the Offer)  Purchase Price  Aggregate Principal Amount of Notes accepted for purchase pursuant to the  Aggregate Principal Amount Outstanding after Settlement Date
                                                                                                                                                                                         Offer
 EUR 500,000,000 2.000 per cent. Senior Non-Preferred Unsecured Notes due 9     XS1978668298  EUR 500,000,000                                                            99.00%          EUR 141,200,000                                                            EUR 358,800,000
 April 2024 (issued in one tranche of EUR 300,000,000 on 9 April 2019 and one
 tranche of EUR 200,000,000 issued on 10 June 2020, which tranches were then
 consolidated to form a single series)

The Offer remains subject to the conditions and restrictions set out in the
Tender Offer Memorandum.

Payment of the Purchase Consideration and the Accrued Interest Payment in
respect of the Notes accepted for purchase by the Issuer pursuant to the Offer
will occur on the Settlement Date which is expected to be 20 November 2023.

All Notes purchased pursuant to the Offer will be cancelled.

Full details concerning the Offer are set out in the Tender Offer Memorandum.

BNP Paribas (Telephone: +33 1 55 77 78 94; Email:
liability.management@bnpparibas.com; Attention: Liability Management Group)
(acting as Structuring Adviser and Dealer Manager), Deutsche Bank
Aktiengesellschaft (Telephone: +44 207 545 8011; Attention: Liability
Management Group) and UBS Europe SE (Telephone: +44 20 7568 1121; Email:
ol-liabilitymanagement-eu@ubs.com; Attention: Liability Management Group) are
acting as Dealer Managers. 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 ("MAR").

FOR THE PURPOSES OF 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 Offer. 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 Dealer Managers or the Tender Agent or any of their
respective directors, employees, officers, agents or affiliates expresses any
opinion about the merits of the Offer 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 Dealer Managers or the Tender Agent to make
any such recommendation.

 

 

 

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