REG - YES Bank Limited - Exercise of rights under terms of MTN Programme

Yes BankAnnouncement

17/06/2022 13:00

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RNS Number : 3258P  YES Bank Limited  17 June 2022

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

 

The Singapore Exchange Securities Trading Limited ("SGX-ST") takes no
responsibility for the contents of this announcement, makes no representation
as to its accuracy or completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole
or any part of the contents of this announcement.

 

This announcement is for information purposes only and is not an offer to sell
or the solicitation of an offer to acquire, purchase or subscribe for any
securities and neither this announcement nor anything herein forms the basis
for any contract or commitment whatsoever.

 

YES Bank Limited acting through its International Financial Services Centre
Banking Unit announces the successful early settlement of Notes tendered
pursuant to the Tender Offer for its U.S.$600,000,000 3.75% Senior Notes due
2023.

YES BANK LIMITED ACTING THROUGH ITS INTERNATIONAL FINANCIAL SERVICES CENTRE
BANKING UNIT

(the "Company")

to the holders of its outstanding
U.S.$600,000,000 3.75% Senior Notes due 2023

(of which U.S.$477,146,000 is outstanding)

to tender their Notes for purchase by the Company for cash up to the Maximum
Purchase Amount
(ISIN: XS1756056229; Common Code: 175605622)

 

June 17, 2022, YES Bank Limited acting through its International Financial
Services Centre Banking Unit  (the "Company") hereby announces the successful
early settlement of Notes (as defined herein) tendered pursuant to its
previously announced offer to purchase for cash (the "Tender Offer") its
outstanding U.S.$600,000,000 3.75% Senior Notes due 2023 (the "Notes") under
its U.S.$1,000,000,000 Medium Term Note Programme, in an aggregate principal
amount up to U.S.$200,000,000 (as such amount may be changed by the Company in
its sole discretion) (the "Maximum Purchase Amount") from each registered
holder (each, a "Holder" and, collectively, the "Holders"), on the terms and
subject to the conditions set forth in the tender offer memorandum dated June
2, 2022 (as it may be amended or supplemented from time to time, the "Tender
Offer Memorandum") prepared in connection with the Tender Offer. The Company
paid a total of U.S.$202,729,166.87, comprised of (i) the Early Tender Offer
Consideration (as defined in the Tender Offer Memorandum) in the amount of
U.S.$1,000 per U.S.$1,000 principal amount of the Notes, and (ii) accrued and
unpaid interest, with respect to U.S.$200,000,000 in aggregate principal
amount of the Notes validly tendered on or prior to 5:00 P.M., New York City
time, on June 15, 2022 (the "Early Tender Deadline") and accepted for purchase
by the Company on June 16, 2022 (the "Tendered Notes").

As the aggregate principal amount of the Notes validly tendered prior to or at
the Early Tender Deadline exceeded the Maximum Purchase Amount, the Scaling
Factor of approximately 63.192 per cent. was applied in respect of valid
tenders of the Notes validly tendered prior to or at the Early Tender
Deadline. Each tender of Notes reduced in this manner will be rounded
downwards to the nearest U.S.$1,000 in aggregate principal amount. Where the
application of scaling would otherwise have resulted in either (i) the Company
accepting the Notes from any Holder in a principal amount of less than
U.S.$200,000 or (ii) the principal amount of the Notes not purchased due to
scaling being less than U.S.$200,000, the Company has elected to accept such
tenders of the relevant Notes in full. All Notes not accepted as a result of
scaling will be returned to the relevant Holder and will remain outstanding.

The Company has arranged for the Tendered Notes, which represent approximately
41.92% of the total principal amount outstanding of the Notes, to be cancelled
on June 17, 2022. The aggregate principal amount of Notes that remains
outstanding as of June 17, 2022 is U.S.$277,146,000.

Expiration Time and Final Results Announcement

The Expiration Time of the Tender Offer will be 11:59 P.M., New York City
time, on June 30, 2022, unless extended or earlier terminated (the "Expiration
Time"). The Final Payment Date is expected to be July 5, 2022 (the "Final
Payment Date"), or two business days following the Expiration Time.

The deadlines set by any intermediary or clearing system will be earlier than
the deadlines set out above.

Any Notes validly tendered at or prior to the Expiration Time but after the
Early Tender Deadline that are accepted for purchase will be eligible to
receive the Tender Offer Consideration (as defined in the Tender Offer
Memorandum) of U.S.$970 per U.S.$1,000 principal amount. In addition to
payment of the Tender Offer Consideration, the Company will also pay accrued
and unpaid interest and additional amounts, if any, on each of the Notes that
are validly tendered at or prior to the Expiration Time but after the Early
Tender Deadline that are accepted for purchase pursuant to the Tender Offer up
to, but excluding, the Final Payment Date.

The Company will further announce the aggregate principal amount of Notes
tendered as at the Expiration Time, whether the conditions to the Tender Offer
have been satisfied or waived, the principal amount of Notes accepted for
purchase by the Company and the aggregate principal amount of Notes that will
remain outstanding following completion of the Tender Offer as soon as
reasonably practicable following the Expiration Time.

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

Cautionary Note Concerning Forward-Looking Statements

This announcement contains both historical and forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. These forward-looking statements are not historical facts, but
only predictions and generally can be identified by use of statements that
include phrases such as "will," "may," "should," "continue," "anticipate,"
"believe," "expect," "plan," "appear," "project," "estimate," "intend," or
other words or phrases of similar import. Similarly, statements that describe
the Company's objectives, plans or goals also are forward-looking statements.
These forward-looking statements are subject to risks and uncertainties which
could cause actual results to differ materially from those currently
anticipated. The forward-looking statements included in this announcement are
made only as of the date of this announcement, and the Company undertakes no
obligation to update publicly these forward-looking statements to reflect new
information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events might or might not
occur. The Company cannot assure you that projected results or events will be
achieved.

Disclaimer

The Tender Offer is being made solely pursuant to, and will be governed by the
terms and conditions of, the Tender Offer Memorandum. This announcement is for
informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The Tender Offer is being
made only pursuant to the Tender Offer Memorandum, copies of which have been
delivered to the Holders.

THE TENDER OFFER MEMORANDUM SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE
WITH RESPECT TO THE TENDER OFFER. NONE OF THE COMPANY, THE INFORMATION AND
TENDER AGENT, THE TRUSTEE OR THE DEALER MANAGERS MAKES ANY RECOMMENDATION AS
TO WHETHER OR NOT HOLDERS SHOULD TENDER THEIR NOTES.

 

 

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an
invitation to participate in the Tender Offer in any jurisdiction in which, or
to any person to or from whom, it is unlawful to make such invitation or for
there to be such participation under applicable securities laws. The
distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and the Tender Offer Memorandum comes are required by each of the
Company, the Dealer Managers and the Tender and Information Agent to inform
themselves about, and to observe, any such restrictions.

India

The residents of India are not permitted to acquire and hold the Notes.
Accordingly, the Tender Offer is not being made, and will not be made,
directly or indirectly in India or to residents of India and the Notes may not
be tendered in the Tender Offer by any person resident of India. The Tender
Offer Memorandum or any other offering document or material relating to the
Notes have not been and will not be circulated or distributed, directly or
indirectly, to any person or to the public in India (including International
Financial Services Centres) which would constitute an advertisement,
invitation, offer, or solicitation of an offer to tender the Notes, resulting
in violation of Indian laws. Any Holder participating in the Tender Offer,
will be deemed to have acknowledged, represented and agreed that it is
eligible to tender its Notes pursuant to applicable laws and regulations. The
Tender Offer Memorandum has not been and will not be registered, produced or
published as an offer document (whether as a prospectus in respect of a public
tender offer or information memorandum or private placement offer cum
application letter or other offering material in respect of any private
placement, under the Companies Act, 2013 or rules framed thereunder, each as
amended, or the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended, Securities and
Exchange Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021 or any other applicable Indian laws) with the Registrar of
Companies in India, the Securities and Exchange Board of India, the Reserve
Bank of India or any other statutory or regulatory body of like nature in
India, save and except for any information from any part of the Tender Offer
Memorandum which is (i) mandatorily required to be disclosed or filed in India
under applicable Indian laws, including but not limited to, the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, as
amended, and under the listing agreement with any Indian stock exchange
pursuant to the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations 2015, as amended, or (ii) pursuant to
the sanction of any regulatory and adjudicatory body in India.

United Kingdom

The communication of the Tender Offer Memorandum by the Company and any other
documents or materials relating to the Tender Offer is not being made, and
such documents and/or materials have not been approved, by an authorized
person for the purposes of section 21 of the Financial Services and Markets
Act 2000 (the "FSMA"). 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 is exempt
from the restriction on financial promotions under section 21 of the FSMA on
the basis that it is only directed at and may be communicated to (1) those
persons who are existing members or creditors of the Company or other persons
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, and (2) to any other persons to whom these documents
and/or materials may lawfully be communicated.

 

 

 

Singapore

The Tender Offer Memorandum has not and will not be registered as a prospectus
with the Monetary Authority of Singapore. The Tender Offer does not constitute
a public tender offer for the purchase of the Notes nor an offering of
securities in Singapore pursuant to the Securities and Futures Act 2001 of
Singapore.

Hong Kong

The contents of the Tender Offer Memorandum have not been reviewed by any
regulatory authority in Hong Kong. Holders should exercise caution in relation
to the Tender Offer. If a holder of Notes is in any doubt about any of the
contents of the Tender Offer Memorandum, such Holder should obtain independent
professional advice.

The Tender 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 (Cap. 571) of the laws of Hong Kong (the
"SFO") and any rules made under that ordinance; 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 (Cap. 32) of the
laws of Hong Kong or which do not constitute an offer to the public within the
meaning of that ordinance.

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 Tender 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 Tender 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 that ordinance. 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 Tender Offer is not intended to be made to the public
in Hong Kong and it is not the intention of the Company that the Tender Offer
be made to the public in Hong Kong.

People's Republic of China

The Tender Offer is not being made directly or indirectly in the PRC (for such
purposes, not including the Hong Kong and Macau Special Administrative Regions
or Taiwan), except as permitted by the securities laws of the PRC.

General

The Tender Offer Memorandum does not constitute an offer to buy or a
solicitation or an invitation to offer to sell Notes or any other security in
any jurisdiction in which, or to or from any persons to or from whom, such
solicitation or invitation is unlawful, and invitations for offers to sell
will not be accepted from Holders located or resident in any jurisdiction in
which such solicitation or offer is unlawful. In those jurisdictions where the
securities or other laws require the Tender Offer to be made by a licensed
broker or dealer, any actions in connection with the Tender Offer shall be
deemed to be made on behalf of the Company by one or more registered brokers
or dealers licensed under the laws of such jurisdiction.

Each Holder participating in the Tender Offer will also be deemed to give
certain representations in respect of the other jurisdictions referred to
above and generally as set out in "Procedures for Tendering Notes" in the
Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the
Tender Offer from a Holder that is unable to make these representations will
not be accepted. Each of the Company and the Information and Tender Agent
reserves the right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to the Tender Offer, whether any
such representation given by a Holder is correct and, if such investigation is
undertaken and, as a result, the Company determines (for any reason) that such
representation is not correct, such tender of Notes shall not be accepted.

The Information Agent for the Tender Offer is:

 Kroll Issuer Services Limited
 In London                     In Hong Kong

 The Shard                     Level 3, Three Pacific Place

 32 London Bridge Street       1 Queen's Road East

 London SE1 9SG                Admiralty

 United Kingdom                Hong Kong

 Telephone: +44 20 7704 0880 / +852 2281 0114

 Email: yesbank@is.kroll.com

 Attention: Mu-yen Lo / Harry Ringrose

Tender Offer Website: https://deals.is.kroll.com/yesbank
 (https://deals.is.kroll.com/yesbank)

 

The Dealer Managers for the Tender Offer are:

 J.P. Morgan Securities plc                        Standard Chartered Bank
 25 Bank Street                                    One Basinghall Avenue

Canary Wharf
London EC2V 5DD

London E14 5JP
United Kingdom

United Kingdom

                                                 Telephone:
 In Hong Kong: +852 2800 8220
+44 20 7885 5739/

In London: +44 20 7742 5940
+852 3983 8658/

In the U.S.: +1 (212) 834 4533
+65 6557 8286

Attention: Asia Syndicate Desk
Attention: Liability Management

Email: liability_management_asia@jpmorgan.com
Email: liability_management@sc.com (mailto:liability_management@sc.com)
 (mailto:liability_management_asia@jpmorgan.com)

 

 

Any questions regarding the terms of the Tender Offer should be directed to
the Dealer Managers.

Electronic copies of all documents related to the Tender Offer will be
available online via the Tender Offer Website at
https://deals.is.kroll.com/yesbank (https://deals.is.kroll.com/yesbank) until
the consummation or termination of the Tender Offer.

 

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