REG - Qatar Intnl Islamic - Tender Offer

HSBC HoldingsAnnouncement

19/09/2024 09:15

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RNS Number : 8575E  Qatar International Islamic Bank  19 September 2024

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ANY STATE OF THE UNITED STATES OF AMERICA 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
DOCUMENT.

19 September 2024

QATAR INTERNATIONAL ISLAMIC BANK (Q.P.S.C.) ANNOUNCES A TENDER OFFER TO
PURCHASE EXISTING CERTIFICATES FOR CASH

Qatar International Islamic Bank (Q.P.S.C.) ("QIIB") has today launched an
invitation to holders of QIIB Tier 1 Sukuk Limited's outstanding
U.S.$300,000,000 Additional Tier 1 Capital Certificates (ISIN: XS2077741978)
(the "Existing Certificates") to tender such Existing Certificates for
purchase by QIIB for cash (such invitation being, the "Offer"), subject to the
terms and conditions of the Offer described in a tender offer memorandum dated
19 September 2024 (the "Tender Offer Memorandum").

The Offer is subject to the offer and distribution restrictions set out below
and as more fully described in the Tender Offer Memorandum. Copies of the
Tender Offer Memorandum are available, subject to registration and eligibility
confirmation, from the Transaction Website: https://projects.sodali.com/qiib
(https://projects.sodali.com/qiib) . Capitalised terms used and not otherwise
defined in this announcement have the meanings given in the Tender Offer
Memorandum.

The Offer

 Description of Existing Certificates                     Issuer                     ISIN          Aggregate Face Amount Outstanding  Purchase Price 1   Amount Subject to the Offer

 U.S.$300,000,000 Additional Tier 1 Capital Certificates  QIIB Tier 1 Sukuk Limited  XS2077741978  U.S.$300,000,000                   100 per cent.      Any and all

QIIB proposes to accept any and all of the Existing Certificates for purchase
on the terms and subject to the conditions contained in the Tender Offer
Memorandum.

The acceptance of any Existing Certificates for purchase pursuant to the Offer
is conditional on the successful completion (including the receipt of funds by
or on behalf of QIIB Tier 1 Sukuk LLC as issuer with respect to the New
Certificates (as defined below)), in the determination of QIIB, of the issue
of the new U.S.$-denominated additional tier 1 capital certificates (the "New
Certificates"), on terms satisfactory to QIIB (in its sole and absolute
discretion), in order to enable it to finance, in whole or in part, the
Existing Certificates validly tendered and accepted for purchase pursuant to
the Offer (the "New Financing Condition").

QIIB's acceptance of Existing Certificates validly tendered in accordance with
the terms of the Offer will be subject to satisfaction of the New Financing
Condition. Pricing of the issue of the New Certificates is expected to occur
prior to the Expiration Deadline (as defined below).

This condition is for the sole benefit of QIIB and may be waived by QIIB, in
whole or in part, at any time and from time to time, in its sole and absolute
discretion. Any determination by QIIB concerning this condition set forth
above (including whether or not such condition has been satisfied or waived)
will be final and binding upon all parties.

The offer commences on 19 September 2024 and will expire at 16:00 hours
(London time) on 25 September 2024 (the "Expiration Deadline") unless
extended, re-opened, withdrawn or terminated at the sole and absolute
discretion of QIIB. Tender Instructions, once submitted, may not be withdrawn
except in the limited circumstances outlined in the Tender Offer Memorandum
under the heading "Extension, Amendment and Termination".

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

Rationale for the Offer

QIIB is undertaking the Offer to manage the refinancing of its additional tier
1 capital in conjunction with an issue of the New Certificates. It is intended
that Existing Certificates purchased by QIIB pursuant to the Offer will be
cancelled by QIIB and will not be reissued or resold. QIIB intends thereby to
optimise the profile of its capital base and total capital adequacy ratio and
its distribution to its shareholders.

Purchase Price and Accrued Periodic Distribution Amounts

Subject to being offered for sale pursuant to the Offer and in no less than
the Minimum Denomination, the Purchase Price per U.S.$1,000 in aggregate
nominal amount of the Existing Certificates will be U.S.$1,000, which equals
100 per cent. of the aggregate nominal amount of the Existing Certificates.

QIIB will also pay the periodic distribution amount due and unpaid on the
relevant Existing Certificates validly tendered and accepted for purchase by
QIIB pursuant to the Offer, from (and including) the Periodic Distribution
Date for such Existing Certificates immediately preceding the Settlement Date
up to (but excluding) the Settlement Date.

Priority in Allocation of New Certificates

When considering the allocation of the New Certificates, QIIB may give
priority to those Certificateholders who, prior to such allocation, have
validly tendered or indicated their firm intention to QIIB or the Dealer
Managers to tender the Existing Certificates and subscribe for New
Certificates. However, QIIB is not obliged to allocate the New Certificates to
a Certificateholder who has validly tendered or indicated a firm intention to
tender the Existing Certificates pursuant to the Offer. Any allocation of the
New Certificates, while being considered by QIIB as set out above, will be
made in accordance with customary new issue allocation processes and
procedures.

Any investment decision to purchase any New Certificates should be made solely
on the basis of the information contained in the final offering circular
relating to the New Certificates.

Final Acceptance Amount. No Scaling

If QIIB decides to accept any validly tendered Existing Certificates for
purchase pursuant to the Offer, QIIB proposes to accept for purchase any and
all such Existing Certificates on the terms and subject to the conditions
contained in the Tender Offer Memorandum.

Tender Instructions

In order to participate in the Offer, a Certificateholder must validly tender
their Existing Certificates by delivering, or arranging to have delivered on
its behalf, a valid Tender Instruction that is received by the Tender and
Information Agent by the Expiration Deadline. See "Procedures for
Participating in the Offer" in the Tender Offer Memorandum for further
information. Tender Instructions will be irrevocable except in the limited
circumstances described in "Extension, Amendment and Termination - Revocation
Rights" in the Tender Offer Memorandum.

Expected Timetable of Events

The times and dates below are indicative only.

 Date                                                    Action
 19 September 2024                                       Commencement of the Offer
                                                         Offer announced by way of announcements via the RNS (as defined in the Tender
                                                         Offer Memorandum) and through the Clearing Systems.
                                                         The Tender Offer Memorandum is available from the Transaction Website,
                                                         https://projects.sodali.com/qiib (https://projects.sodali.com/qiib) , subject
                                                         to registration and eligibility confirmation.
 16:00 hours (London time) on 25 September 2024          Expiration Deadline

                                                         Deadline for receipt by the Tender and Information Agent of all valid Tender
                                                         Instructions in order for Certificateholders to be able to participate in the
                                                         Offer.
 As soon as reasonably practicable on 26 September 2024  Announcement of Result of the Offer

                                                         Announcement of QIIB's decision (subject to satisfaction or waiver of the New
                                                         Financing Condition) of whether to accept valid tenders of Existing
                                                         Certificates for purchase pursuant to the Offer and, if so accepted, details
                                                         of the final aggregate nominal amount of the Existing Certificates tendered
                                                         and accepted for purchase distributed by way of announcements via the RNS,
                                                         through the Clearing Systems and the Transaction Website.
 2 October 2024                                          Settlement Date

                                                         The expected Settlement Date of the Offer. Payment of Purchase Consideration
                                                         and Accrued Periodic Distribution Amounts in respect of the Offer.

Certificateholders are advised to check with any bank, securities broker or
other Intermediary (as defined in the Tender Offer Memorandum) through which
they hold Existing Certificates when such Intermediary would require to
receive instructions from a Certificateholder in order for that
Certificateholder 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 Expiration Deadline. The deadlines set by
any such Intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the Expiration Deadline.

For Further Information

A complete description of the terms and conditions of the Offer is set out in
the Tender Offer Memorandum. Any questions or requests for assistance in
connection with: (i) the Offer, may be directed to the Dealer Managers; and
(ii) the delivery of Tender Instructions or requests for additional copies of
the Tender Offer Memorandum, which may be obtained free of charge, may be
directed to the Tender and Information Agent, the contact details for each of
which are set out below.

Dealer Managers

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

 

Telephone: +44 (0) 20 7986 8969

Attention: Liability Management Group

Email: liabilitymanagement.europe@citi.com

Emirates NBD Bank PJSC

P.O. Box 777

Dubai

United Arab Emirates

Telephone: +971 (0) 4 303 2800

Attention: Debt Capital Markets

Email: dcmsf@emiratesnbd.com

 

HSBC Bank plc
8 Canada Square

London E14 5HQ

United Kingdom

 

Telephone: +44 (0) 20 7992 6237

Attention: Liability Management, DCM

Email: lm_emea@hsbc.com

Standard Chartered Bank

7th Floor Building One, Gate Precinct

Dubai International Financial Centre

P.O. Box 999

Dubai

United Arab Emirates

 

Telephone: +44 20 7885 5739 / +852 3983 8658 / +65 6557 8286

Attention: Liability Management Group

Email: Liability_Management@sc.com

 

 

 

Tender and Information Agent

 

Sodali & Co.

 

In London

The Leadenhall Building

122 Leadenhall Street

London

EC3V 4AB

United Kingdom

Telephone: +44 20 4513 6933

 

In Hong Kong

29/F, No. 28 Stanley Street

Central, Hong Kong

Telephone: +852 2319 4130

 

Email: qiib@investor.sodali.com

Transaction Website: https://projects.sodali.com/qiib
(https://projects.sodali.com/qiib)

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire or exchange any securities is
being made pursuant to this announcement. This announcement and the Tender
Offer Memorandum contain important information, which must be read carefully
before any decision is made with respect to the Offer. If any
Certificateholder is in any doubt as to the contents of the Tender Offer
Memorandum or the action it should take, it is recommended to seek its own
legal, tax and financial advice, including as to any tax consequences,
immediately from its broker, bank manager, solicitor, accountant, or other
independent financial, tax or legal adviser. Any individual or company whose
Existing Certificates are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it
wishes to participate in the Offer. None of QIIB, the Dealer Managers, the
Tender and Information Agent or their respective directors, officers,
employees, agents or affiliates makes any representations or recommendations
(and none of them has authorised any person to make any such recommendation)
whatsoever as to whether Certificateholders should tender any Existing
Certificates for cash and/or participate in the Offer and none of QIIB, the
Dealer Managers or the Tender and Information Agent or their respective
directors, officers, employees, agents or affiliates will have any liability
or responsibility in respect thereto.

 

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, for the account or benefit
of, 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. The Existing
Certificates may not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by persons
located or resident in the United States or to any U.S. person. Accordingly,
copies of this announcement, the Tender Offer Memorandum 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 Existing Certificates
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 Existing Certificates in
the Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Existing Certificates
made by a person located in the United States or by 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 or for a U.S.
person will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. persons. Existing
Certificates may not be offered or sold in the United States absent
registration under, or an exemption from the registration requirements of, the
Securities Act.

Each Certificateholder 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 this announcement, the Tender Offer Memorandum 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 (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. The communication of such documents and/or materials as a financial
promotion is only being made to 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, to the public in the
Republic of France ("France"). This announcement, the Tender Offer Memorandum
and any other document or material relating to the Offer have only been or
shall only be distributed to the public in France to qualified investors
(investisseurs qualifiés), as referred to in Article L.411-2 1 of the French
Code monétaire et financier and defined in Article 2(e) of Regulation (EU)
2017/1129 (as amended). This announcement, the Tender Offer Memorandum 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, this announcement, the Tender Offer Memorandum 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, Certificateholders, or beneficial owners of the Existing
Certificates located in the Republic of Italy, can tender some or all of their
Existing Certificates 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
Existing Certificates or the Offer.

Qatar (including the Qatar Financial Centre)

The Offer is not being made and will not be publicly promoted or advertised in
Qatar other than in compliance with laws applicable in Qatar (including the
Qatar Financial Centre) governing the issue, offering and/or sale of
securities.

United Arab Emirates (excluding the Abu Dhabi Global Market and the Dubai
International Financial Centre)

The Offer is not being made and will not be publicly promoted or advertised in
the United Arab Emirates other than in compliance with laws applicable in the
United Arab Emirates governing the issue, offering and/or sale of securities.

Abu Dhabi Global Market

The Offer is not being made and may not be made to any person in the Abu Dhabi
Global Market unless such offer is: (a) an "Exempt Offer" in accordance with
the Markets Rules of the FSRA); (b) made only to persons who are Authorised
Person or Recognised Bodies (as such terms are defined in the FSMR) or persons
to whom an invitation or inducement to engage in investment activity (within
the meaning of section 18 of FSMR) in connection with the issue or sale of any
securities may otherwise lawfully be communicated or caused to be
communicated; and (c) made only to persons who meet the Professional Client
criteria set out in Rule 2.4.1 of the FSRA Conduct of Business Rules.

Dubai International Financial Centre

The Offer is not being made and may not be made to any person in the Dubai
International Financial Centre unless such offer is; (i) an "Exempt Offer" in
accordance with the Markets Rules (MKT) Module of the DFSA rulebook; and (ii)
made only to persons who meet the Professional Client criteria set out in Rule
2.3.3 of the Conduct of Business Module of the DFSA rulebook.

Kingdom of Bahrain

The Offer does not constitute an offer of securities in the Kingdom of Bahrain
in terms of Article (81) of the Central Bank of Bahrain and Financial
Institutions Law 2006 (decree Law No. 64 of 2006) nor an offer under Module
TMA (Take-overs, Mergers and Acquisitions) of Volume 6 of the Rulebook issued
by the Central Bank of Bahrain. This announcement, the Tender Offer Memorandum
and related offering documents have not been and will not be filed nor
registered as a prospectus with the Central Bank of Bahrain. Accordingly, no
Existing Certificates can be tendered for purchase by, nor will this
announcement, the Tender Offer Memorandum or any other related document or
material be used in connection with any offer, sale or invitation to tender
Existing Certificates, whether directly or indirectly, to persons in the
Kingdom of Bahrain, other than in compliance with Bahraini law.

Kingdom of Saudi Arabia

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer are only being made and the
Offer will only be made or advertised in the Kingdom of Saudi Arabia, (i) to
persons who have confirmed that they are "Institutional Clients" or "Qualified
Clients" (each as defined in the "Rules on the Offer of Securities and
Continuing Obligations" as issued by the Board of the Capital Market Authority
(the "CMA") resolution number 3-123-2017 dated 27 December 2017 (as amended by
the CMA resolution number 3-6-2024 dated 17 January 2024, the "KSA
Regulations")); or (ii) by way of a limited offer under Article 9 of the KSA
Regulations or, as otherwise required or permitted by, the KSA Regulations.
This announcement, the Tender Offer Memorandum and the Offer shall not,
therefore, constitute a "public offer", "exempt offer" or a "parallel market
offer" pursuant to the KSA Regulations.

This announcement, the Tender Offer Memorandum and the Offer are subject to
restrictions on secondary market activity under the KSA Regulations.
Accordingly, any investor in the Kingdom of Saudi Arabia or who is a Saudi
person who has acquired Existing Certificates pursuant to a private placement
under the KSA Regulations may not offer or sell those Existing Certificates to
any person unless the offer or sale is made in compliance with the
restrictions on secondary market activity under the KSA Regulations.

Singapore

Neither this announcement nor the Tender Offer Memorandum has been or will be
registered as a prospectus with the Monetary Authority of Singapore. The Offer
does not constitute a public tender offer for the purchase of the Existing
Certificates nor an offering of securities in Singapore pursuant to the
Securities and Futures Act 2001 of Singapore, as amended.

Hong Kong

The contents of this announcement and the Tender Offer Memorandum have not
been reviewed by any regulatory authority in Hong Kong. Certificateholders
should exercise caution in relation to the Offer. If a Certificateholder is in
any doubt about any of the contents of this announcement or the Tender Offer
Memorandum, such Certificateholder should obtain independent professional
advice.

The Offer has not been made and will not be made in Hong Kong, by means of any
document other than (i) to "professional investors" as defined in the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the
"SFO") and any rules made under the SFO; or (ii) in other circumstances which
do not result in the document being a "prospectus" as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of
Hong Kong) ("C(WUMP)O") or which do not constitute an offer to the public
within the meaning of C(WUMP)O. Further, no person has issued or had in its
possession for the purposes of issue or will issue or have in its possession
for the purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the Offer, which is directed
at, or the contents of which are likely to be accessed or read by, the public
in Hong Kong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to the Offer which is or is intended to be made
only to persons outside Hong Kong or only to "professional investors" as
defined in the SFO and any rules made under the SFO. This announcement, the
Tender Offer Memorandum and the information contained herein may not be used
other than by the person to whom it is addressed and may not be reproduced in
any form or transferred to any person in Hong Kong. The Offer is not intended
to be made to the public in Hong Kong and it is not the intention of QIIB that
the Offer be made to the public in Hong Kong.

General

Neither this announcement, the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Existing Certificates (and tenders of Existing Certificates for
purchase pursuant to the Offer will not be accepted from Certificateholders)
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 any of 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 relevant Dealer
Manager or such affiliate, as the case may be, on behalf of QIIB in such
jurisdiction.

In addition to the representations referred to above in respect of the United
States, each Certificateholder participating in the Offer will be deemed to
give certain other representations as set out in "Procedures for Participating
in the Offer". Any tender of Existing Certificates for purchase pursuant to
the Offer from a Certificateholder that is unable to make these
representations will not be accepted.

Each of QIIB, the Dealer Managers and the Tender and Information Agent
reserves the right, in its sole and absolute discretion, to investigate, in
relation to any tender of Existing Certificates for purchase pursuant to the
Offer, whether any such representation given by a Certificateholder is correct
and, if such investigation is undertaken and as a result QIIB determines (for
any reason) that such representation is not correct, such tender or submission
may be rejected.

 

 1      QIIB will also pay‌, on all Existing Certificates accepted for
purchase, Accrued Periodic Distribution Amounts from, and including, the
‌Periodic Distribution Date for the Existing Certificates immediately
preceding the Settlement Date (as defined below) up to, but excluding, the
Settlement Date.

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