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Investec Bnk 26 | LSE:81YJ | London | Medium Term Loan |
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TIDM81YJ RNS Number : 6937U Gulf International Bank B.S.C. 29 June 2009 NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ITALIAN PERSON OR SAUDI PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES OR THE REPUBLIC OF ITALY OR THE KINGDOM OF SAUDI ARABIA OR IN ANY OTHER JURISDICTION WHERE UNLAWFUL. PRICING AND FINAL RESULTS ANNOUNCEMENT IN RELATION TO TENDER OFFER - 29 JUNE 2009 Gulf International Bank B.S.C. announces the pricing and final results of its invitation to offer to sell for cash in a Modified Dutch Auction a limited amount of its outstanding U.S.$400,000,000 Subordinated Step-Up Floating Rate Notes due 2015 Gulf International Bank B.S.C. (the "Company") announced today the final results of its invitation, launched on 17 June 2009, to Noteholders of its U.S.$400,000,000 Subordinated Step-Up Floating Rate Notes due 2015, ISIN XS0230799925 ("the Notes") to offer to sell for cash to the Company, a limited amount of their Notes in a Modified Dutch Auction (the "Invitation"), subject to the terms and conditions set out in the Tender Memorandum dated 17 June 2009 (the "Tender Memorandum") . The Invitation expired on the Expiration Date of 5.00 p.m. London time on Friday 26 June 2009. The Company has accepted for purchase U.S.$27,002,000 in aggregate principal amount of Notes validly tendered and not withdrawn pursuant to the Invitation. The Notes accepted for purchase will be purchased at the Purchase Price of U.S.$780 per U.S.$1,000 in principal amount of Notes. The Company will purchase all of the Notes tendered at prices below the Purchase Price. The Purchase Price applies to all Notes accepted for payment pursuant to the Invitation. Payment for the Notes accepted for purchase is expected to occur on the Settlement Date of 1 July 2009. Notes purchased pursuant to the Invitation will be cancelled promptly after the completion of the Invitation. The aggregate principal amount of the Notes expected to remain outstanding after the completion of the Invitation is U.S.$372,998,000. Capitalised terms used in this announcement have the meanings ascribed to them in the Tender Memorandum. For further information: A complete description of the terms and conditions of the Invitation is set out in the Tender Memorandum. Further details on the transaction can be obtained from: +----------------------------------------+----------------------------------------+ | JOINT DEALER MANAGERS | +---------------------------------------------------------------------------------+ | Barclays Bank PLC | J.P. Morgan Securities Ltd. | | 5 The North Colonnade | 125 London Wall | | Canary Wharf | London EC2Y 5AJ | | London E14 4BB | United Kingdom | | United Kingdom | Telephone: +44 (0) 20 7325 5266 | | Telephone: +44 (0) 20 7773 8575 | or +44 (0) 20 7779 2468 | | Fax: +44 (0) 20 7516 8048 | Fax: +44 (0) 20 7325 4469 | | Email: eu.lm@barcap.com |Email: osama.al-adhamy@jpmorgan.com or | | Attention: Liability Management Group | marc.lewell@jpmorgan.com | | | Attention: Osama Al-Adhamy or Marc | | | Lewell | +----------------------------------------+----------------------------------------+ | TENDER AND INFORMATION AGENT | +---------------------------------------------------------------------------------+ | Lucid Issuer Services Limited | | 436 Essex Road | | London N1 3QP | | United Kingdom | | Telephone: +44 (0) 20 7704 0880 | | Fax: +44 (0) 20 7067 9098 | | Email: gulf@lucid-is.com | | Attention: Yves Theis | +---------------------------------------------------------------------------------+ | THE COMPANY | +---------------------------------------------------------------------------------+ | Gulf International Bank B.S.C. | | Al Dowali Building | | 3 Palace Avenue | | Manama | | Kingdom of Bahrain | | Telephone: +973 1 754 2787 | | Fax: +973 1 754 2730 | | Email: ali.al-qaseer@gibbah.com | | Attention: Ali Al-Qaseer | +----------------------------------------+----------------------------------------+ The Joint Dealer Managers take no responsibility for the contents of this announcement which shall be the sole responsibility of the Company. This announcement must be read in conjunction with the Tender Memorandum. This announcement and the Tender Memorandum contain important information which should be read carefully before any decision is made in connection with the Invitation. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser. DISCLAIMER AND INVITATION RESTRICTIONS This announcement does not constitute an offer to purchase Notes. This announcement does not constitute a solicitation of an offer to sell Notes in any jurisdiction in which such solicitation or offer is unlawful, and offers to sell will not be accepted from Noteholders 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 Invitation to be made by a licensed broker or dealer, any actions in connection with the Invitation shall be deemed to be made on behalf of the Company by the Joint Dealer Managers (or affiliate, where it is so licensed, as the case may be) or one or more registered brokers or dealers licensed under the laws of such jurisdiction and the Invitation is not being made in any jurisdiction where the Joint Dealer Managers are not so licensed. The distribution of this announcement in certain jurisdictions is restricted by law. Persons into whose possession this announcement comes are required by the Company, the Joint Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions. This announcement is only available to the class of persons who are entitled to receive it, as described below, and the transactions contemplated herein will only be available to, or engaged in only with such persons, and this financial promotion must not be relied or acted upon by persons other than those persons. Expressions of interest resulting from this announcement will only be responded to or accepted if received from such persons. Kingdom of Bahrain Neither this Invitation nor any other offering material has been submitted or will be submitted for approval or recognition to the Central Bank of Bahrain and/or the Bahrain Stock Exchange. The Central Bank of Bahrain and the Bahrain Stock Exchange assume no responsibility for the accuracy and completeness of the statements and information contained in this announcement and expressly disclaim any liability whatsoever for any loss howsoever arising from the reliance upon the whole or any part of the contents of this announcement. This announcement has not been reviewed or approved by the Central Bank of Bahrain and the Bahrain Stock Exchange. This announcement has been issued only for the personal use of the addressee and exclusively for the purpose of the offer and shall not be issued or passed to the Public (as defined in Articles 142-146 of the Commercial Companies Law (Decree No. 21/2001) of the Kingdom of Bahrain) in the Kingdom of Bahrain. Accordingly, the information contained herein may not be used for any other purpose or disclosed to any other person in the Kingdom of Bahrain. There are no regulatory or legal issues on issuing the Invitation in the Kingdom of Bahrain as long as the Invitation is not issued or passed to the Public (as defined in Articles 142-146 of the Commercial Companies Law (Decree No. 21/2001) of the Kingdom of Bahrain) in the Kingdom of Bahrain. Kingdom of Saudi Arabia The Invitation and this announcement is not being made and will not be made in any way in the Kingdom of Saudi Arabia. Copies of this announcement or any related documents must not be published or otherwise distributed in, into or from the Kingdom of Saudi Arabia. The Invitation is not available to Noteholders located in the Kingdom of Saudi Arabia, and no offer made by such Noteholders pursuant to the Invitation will be accepted. Neither this announcement nor any other offer documents relating to the Invitation have been or will be lodged with the Capital Markets Authority (CMA). United States The Invitation and this announcement are 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 (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and no offer of Notes may be made by any such use, means, instrumentality or facility from or within the United States, or to U.S. holders or to persons located in the United States. Accordingly, copies of this announcement and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States, or to U.S. holders or to persons located in the United States. Any purported offer of Notes resulting directly or indirectly from a violation of these restrictions will be invalid and offers of Notes made by a person giving instruction from within the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal located in the United States will not be accepted. For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia, and "U.S. holder" means a holder of Notes that is resident in the United States, within the meaning of Rule 800(h) under the U.S. Securities Act of 1933, as amended. Republic of Italy Neither the Invitation nor any of the information contained herein constitutes an offer or an invitation to offer to sell or a promotional message of any form to any person (natural or legal) resident in the Republic of Italy to purchase, exchange or acquire the Notes, within the meaning of articles 1, paragraph 1, lett. (v), and 102. ff, of Legislative Decree February 24, 1998, n. 58, as amended. The Invitation is not being made and will not be made, directly or indirectly, in or into, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange publicly or privately available in the Republic of Italy. An offer should not be made pursuant to the Invitation by any such use, means, instrument or facility or from within the Republic of Italy. Doing so may render invalid any purported offer to sell. Accordingly, copies of this announcement and any related documents should not be mailed or otherwise forwarded, distributed or sent in, into or from the Republic of Italy and persons receiving such documents must not forward, distribute or send them in, into or from the Republic of Italy. Therefore, holders are hereby notified that, to the extent such holders are located in the Republic of Italy, the Invitation is not available to them and, as such, any acceptance instruction on whatever form received from such person shall be void. Any person who may have a legal or contractual obligation to forward this announcement and any related offer documents in the Republic of Italy should read the Tender Memorandum before doing so. Neither this announcement, the Tender Memorandum nor any other offer documents relating to the Invitation has been or will be lodged, or registered by, the Commissione Nazionale per le Società e la Borsa (CONSOB). Accordingly, neither this announcement, the Tender Memorandum nor any other material relating to the Invitation may be distributed or made available in the Republic of Italy. United Kingdom The communication of the Invitation is not being made, and has not been approved by, an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, the Invitation is not being distributed to, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of the Invitation as a financial promotion is only being made by the Company or the Joint Dealer Managers to, and is directed only at persons who (i) are outside the United Kingdom, or (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"), or (iii) are persons falling within Article 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc.," of the FPO, or (iv) are persons to whom an invitation or inducement to engage in investment activity may lawfully be communicated or caused to be communicated under the Financial Services and Markets Act 2000, all such persons together being referred to as "relevant persons". Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act on this Invitation. Belgium Neither this Invitation nor any other offering material has been submitted or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission ("Commission bancaire, financière et des assurances/Commissie voor het Bank, Financie- en Assurantiewezen") and, accordingly, the Invitation may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Invitation may not be advertised and the announcement will not be extended and no memorandum, information circular, brochure or any similar documents has or will be distributed, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offering of securities and the admission of securities to be traded on a regulated market (as amended from time to time). This announcement has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the offer. Accordingly, the information contained herein may not be used for any other purpose or disclosed to any other person in Belgium. France This Invitation as well as any other offering materials relating to the announcement has not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offer and distributions have not been and shall not be made to the public in France. Only qualified investors (investisseurs qualifiés) acting for their own account (a "Qualified Investor") and/or legal entities whose total balance sheet exceeds EUR5 million, or whose total annual turnover or revenues exceed EUR5 million, or which manages assets in excess of EUR5 million, or whose average annual headcount exceeds 50 persons (a "Large Corporate Investor"), all as defined in Articles L. 341-2 1 , L. 411-2, D. 341-1, D. 411-1 to D. 411-3 of the French Code monétaire et financier and other applicable regulations will be entitled to tender the Notes. By tendering Notes, an investor resident and/or located in France will be deemed to represent and warrant to the Company, the Joint Dealer Managers and the Tender and Information Agent that it is a Qualified Investor and/or a Large Corporate Investor. General This announcement does not constitute an offer to buy or the solicitation of an offer to sell Notes, and tenders of Notes in any offer will not be accepted from Noteholders in any circumstances in which such offer or solicitation is unlawful. Each Noteholder participating in the Invitation will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "Terms of the Invitation" in the Tender Memorandum. Any tender of Notes for purchase pursuant to the Invitation from a Noteholder that is unable to make these representations will not be accepted. Each of the Company, the Joint Dealer Managers and the Tender and Information Agent reserve the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Invitation, whether any such representation given by a Noteholder 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 shall not be accepted. This information is provided by RNS The company news service from the London Stock Exchange END RTEFLMITMMMTBIL
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