REG - NIBC Bank N.V. - NIBC Bank announces final results of tender offer

NatwestAnnouncement

13/12/2023 09:45

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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
€100,000,000 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)
€100,000,000 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:

 

 Description of Notes                                                         ISIN          Aggregate Principal Amount Outstanding prior to completion of the Offers  Purchase Price  Aggregate Principal Amount of Notes accepted for purchase pursuant to the  Aggregate Principal Amount Outstanding after Settlement Date
                                                                                                                                                                                      Offers
 €100,000,000 Euro Fixed/Floating Rate Perpetual Debt Securities (the "EUR    XS0249580357  €50,000,000                                                               78.00%          €28,540,000                                                                €21,460,000
 Notes")
 U.S.$100,000,000 CMS Linked Perpetual Debt Securities (the "USD Notes")      XS0215294512  U.S.$90,486,000                                                           86.00%          U.S.$57,305,000                                                            U.S.$33,181,000

 

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
(mailto: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
(mailto:nibc@is.kroll.com) ; (mailto: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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