REG - YES Bank Limited - Launch Announcement

Yes BankAnnouncement

06/06/2022 07:02

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RNS Number : 6673N  YES Bank Limited  06 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 commencement of 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

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

and subject to the conditions described in the Tender Offer Memorandum
(ISIN: XS1756056229; Common Code: 175605622)

 

June 2, 2022. YES Bank Limited acting through its International Financial
Services Centre Banking Unit (the "Company") hereby announces the commencement
of its offer to purchase for cash (the "Tender Offer") 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 prepared in connection with the Tender Offer (as it may be amended or
supplemented from time to time, the "Tender Offer Memorandum"), 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").

Kroll Issuer Services Limited is acting as the information and tender agent
(the "Information and Tender Agent") for the Tender Offer. J.P. Morgan
Securities plc and Standard Chartered Bank are acting as dealer managers (the
"Dealer Managers") for the Tender Offer.

The total consideration for each U.S.$1,000 principal amount of Notes
purchased pursuant to the Tender Offer will be (i) U.S.$1,000 per U.S.$1,000
principal amount of Notes (the "Early Tender Offer Consideration") payable
only in respect of Notes validly tendered and not validly withdrawn at or
prior to 5:00 P.M., New York City time, on June 15, 2022 (the "Early Tender
Deadline") that the Company accepts for purchase pursuant to the Tender Offer,
or (ii) U.S.$970 per U.S.$1,000 principal amount of Notes (the "Tender Offer
Consideration") payable in respect of Notes validly tendered after the Early
Tender Deadline but at or before 11:59 P.M., New York City time, on June 30,
2022 (the "Expiration Time") that the Company accepts for purchase pursuant to
the Tender Offer. Only Notes validly tendered and not validly withdrawn at or
before the Early Tender Deadline will be eligible to receive the Early Tender
Offer Consideration. Notes validly tendered after the Early Tender Deadline
but at or before the Expiration Time will be eligible to receive only the
Tender Offer Consideration. In addition, the Company will pay accrued and
unpaid interest and additional amounts, if any, in respect of any Notes
purchased in the Tender Offer from, and including, the last interest payment
date to, but excluding, the Early Payment Date (if any) or the Final Payment
Date (each, as defined below), as the case may be.

The following table sets forth certain terms of the Tender Offer:

 Title of Notes                                Common Code / ISIN  Outstanding Principal Amount((1))  Early Tender Offer Consideration((2)(3))  Tender Offer Consideration((3)(4))  Maximum Purchase Amount((5))
 U.S.$600,000,000 3.75% Senior Notes due 2023  Common Code         U.S.$477,146,000                   U.S.$1,000 per                            U.S.$970 per                        U.S.$200,000,000
                                               175605622

                                                      U.S.$1,000 principal amount               U.S.$1,000 principal amount
                                               ISIN
                                               XS1756056229
 ((1)        ) As of the date of this announcement.

 ((2)        ) Per U.S.$1,000 principal amount of Notes that are
 validly tendered and not validly withdrawn at or prior to the Early Tender
 Deadline and that are accepted for purchase pursuant to the Tender Offer.

 ((3)        ) In addition to payment of the applicable consideration,
 the Company will also pay accrued and unpaid interest on each of the Notes
 accepted for purchase pursuant to the Tender Offer up to, but excluding, the
 applicable payment date in respect of such Notes.

 ((4)        ) Per U.S.$1,000 principal amount of 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.

 ((5)        ) As such amount may be changed by the Company in its sole
 discretion.

The Tender Offer is being made as part of the Company's continuing capital
management programme and to further proactively optimize its liability
structure.

On the terms and subject to the conditions of the Tender Offer, the Company is
offering to purchase for cash an aggregate principal amount of the Notes up to
the Maximum Purchase Amount. The Company will determine, in its sole
discretion, the aggregate principal amount of Notes (if any) that it will
accept for purchase pursuant to the Tender Offer, which will be announced
following the Expiration Time.

It is the current intention of the Company that the Maximum Purchase Amount
will be U.S.$200,000,000, although the Company reserves the right, in its sole
discretion, to accept significantly more than or significantly less than such
amount, or to accept none of such Notes, for purchase pursuant to the Tender
Offer, and reference to the Maximum Purchase Amount in this Tender Offer
should be construed accordingly.

The Company may, in its sole and absolute discretion, reject or pro-rate any
Notes validly tendered or withdraw its invitation to tender for the Notes at
any time before any acceptance by it of the Tender Offer.

If the Company elects to accept for purchase the Notes validly tendered and
not validly withdrawn at or prior to the Early Tender Deadline pursuant to the
Tender Offer, and the principal amount of such Notes exceeds the Maximum
Purchase Amount, then such valid tenders of the Notes will be accepted on a
pro rata basis so that the aggregate principal amount of the Notes accepted
for purchase equals the Maximum Purchase Amount.

If the principal amount of the Notes validly tendered at or before the Early
Tender Deadline is less than the Maximum Purchase Amount, the Company will
accept all such valid tenders of the Notes at or before the Early Tender
Deadline and such Notes will not be subject to possible pro ration. After the
Early Tender Deadline but at or before the Expiration Time, if the aggregate
principal amount of the Notes validly tendered exceeds the Maximum Purchase
Amount, such Notes validly tendered after the Early Tender Deadline but at or
before the Expiration Time will be accepted on a pro rata basis so that the
aggregate principal amount of the Notes accepted for purchase equals the
Maximum Purchase Amount.

Any Notes tendered may be validly withdrawn at or before 5:00 P.M., New York
City time, on June 15, 2022 (the "Withdrawal Deadline"), but not thereafter,
by following the procedures described in the Tender Offer Memorandum. Tenders
of Notes may not be withdrawn after the Withdrawal Deadline, unless mandated
by applicable law. If the Tender Offer is terminated without Notes being
purchased, any Notes tendered pursuant to the Tender Offer will be returned
promptly, and neither the Early Tender Offer Consideration nor the Tender
Offer Consideration, as the case may be, will be paid or become payable.

Subject to the terms and conditions of the Tender Offer being satisfied or
waived, the Company reserves the right, in its sole discretion, on any date
following the Early Tender Deadline but at or prior to the Expiration Time
(the "Early Acceptance Date"), to accept for purchase the Notes validly
tendered at or before the Early Tender Deadline and not validly withdrawn at
or before the Withdrawal Deadline. If the Company elects to exercise this
option, the Company will promptly pay the Early Tender Offer Consideration for
the Notes accepted for purchase at the Early Acceptance Date on a date (the
"Early Payment Date") which is expected to be June 17, 2022, or two business
days after the Early Tender Deadline, but is subject to change without notice.
Also, on the Early Payment Date, if any, the Company will pay accrued and
unpaid interest, and additional amounts, if any, to, but excluding, the Early
Payment Date, on Notes accepted for purchase at the Early Acceptance Date.

Subject to the terms and conditions of the Tender Offer being satisfied or
waived, and to its right, in its sole discretion, to extend, amend, terminate
or withdraw the Tender Offer, the Company will, after the Expiration Time (the
"Final Acceptance Date"), accept for purchase all Notes validly tendered at or
before the Expiration Time and not validly withdrawn at or before the
Withdrawal Deadline (or if the Company has exercised its early purchase option
described above, all Notes validly tendered after the Early Tender Deadline
and at or before the Expiration Time). The Company will promptly pay the
Tender Offer Consideration (and, if the Company has not exercised its early
purchase option described above, the Early Tender Offer Consideration, as
applicable) for Notes accepted for purchase at the Final Acceptance Date on a
date (the "Final Payment Date") which is expected to be July 5, 2022, or two
business days following the Expiration Time. Also, on the Final Payment Date,
the Company will pay accrued and unpaid interest, and additional amounts, if
any, to, but excluding, the Final Payment Date, on Notes accepted for purchase
at the Final Acceptance Date.

The Company's obligation to accept for purchase, and to pay for, Notes validly
tendered and not validly withdrawn pursuant to the Tender Offer, is subject to
the satisfaction or waiver of a number of conditions, including the General
Conditions (as defined in the Tender Offer Memorandum). The Company reserves
the right, in its sole discretion but subject to applicable law, to waive any
of the conditions of the Tender Offer, in whole or in part, at any time and
from time to time.

The Company reserves the right, in its sole discretion but subject to
applicable law, to (1) extend, terminate or withdraw the Tender Offer at any
time and (2) otherwise amend the Tender Offer in any respect, without
extending the Withdrawal Deadline. For the avoidance of doubt, the Company
may, in its sole discretion but subject to applicable law, extend the
Withdrawal Deadline. The foregoing rights are in addition to the right to
delay acceptance for purchase of Notes tendered pursuant to the Tender Offer
or the payment for Notes accepted for purchase pursuant to the Tender Offer in
order to comply with any applicable law, subject to Rule 14e-1(c) under the
U.S. Securities Exchange Act of 1934 (the "Exchange Act"), which requires that
the Company pay the consideration offered or return the deposited Notes
promptly after the termination or withdrawal of the Tender Offer.

The results of the Tender Offer are expected to be announced as promptly as
practicable following the Early Tender Deadline and the Expiration Time, as
applicable. The Company will announce the aggregate principal amount of the
Notes accepted for purchase pursuant to the Tender Offer at each applicable
Payment Date and any Scaling Factor (as defined in the Tender Offer
Memorandum) (if applicable) following the Expiration Time. Such information
will be notified to Holders and the Trustee and shall, absent manifest error,
be final and binding on the Company and the Holders.

Cautionary Note Concerning Forward-Looking Statements

This announcement contains both historical and forward-looking statements
within the meaning of Section 27A of the U.S. Securities Act of 1933 (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 will be
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 Noteholder 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." 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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