Tender Offer

 

TIDM65DV 
 
RNS Number : 8178M 
CHESS Capital Securities plc 
01 June 2010 
 

    CHESS Capital Securities plc Announces Tender Offer for its EUR125,000,000 
        Perpetual Tier-One Pass-Through Securities  (ISIN: XS0225592145) 
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE 
UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA, TO ANY 
U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN ITALY (SEE "OFFER AND 
DISTRIBUTION RESTRICTIONS" BELOW) 
1st June, 2010.  CHESS Capital Securities plc (the Company) announced today 
invitations to holders of its EUR125,000,000 Perpetual Tier-One Pass-Through 
Securities (the Notes) to tender any and all of their Notes for purchase by the 
Company for cash (theOffer).  The Offer is being made on the terms and subject 
to the conditions contained in the Tender Offer Memorandum dated 1st June, 2010 
(the Tender Offer Memorandum) prepared by the Company, and are subject to the 
offer restrictions set out below and as more fully described in the Tender Offer 
Memorandum. 
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) 
available from the Dealer Manager and the Tender Agent as set out below. 
Capitalised terms used in this announcement but not defined have the meanings 
given to them in the Tender Offer Memorandum. 
Details of the Offer 
Subject to the satisfaction of the Settlement Condition (as defined below), the 
Company will pay EUR440 (the Purchase Price) for each EUR1,000 in principal amount 
of the Notes accepted by it for purchase pursuant to the Offer.  The Company 
will not pay any amount in respect of accrued interest on the Notes. 
The Notes are secured over the EUR125,000,000 4.830% Step-up Guaranteed 
Non-Cumulative Perpetual Capital Securities of EBS Capital No.1 S.A. (the 
Capital Securities).  Pursuant to the capital securities purchase agreement 
entered into by EBS Building Society (EBS), The Bank of New York Mellon (the 
Trustee) and the Company dated the date of the Tender Offer Memorandum (the 
Capital Securities Purchase Agreement), EBS has committed to purchase from the 
Company, Capital Securities with an aggregate nominal liquidation preference 
equal to the aggregate principal amount of Notes accepted for tender by the 
Company pursuant to the Offer.  Settlement of the Offer by the Company is 
subject to receipt of the sale proceeds of the Capital Securities from EBS (the 
Settlement Condition). 
The Offer begins today, 1st June, 2010 (the Launch Date) and will expire at 5.00 
p.m. (London time) on 18th June, 2010 (the Expiration Deadline), unless 
extended, re-opened or terminated as provided in the Tender Offer Memorandum. 
The relevant deadline set by any intermediary or Clearing System may be earlier 
than this deadline. 
Subject to applicable law and as provided in the Tender Offer Memorandum, the 
Company may, in its sole discretion (to be exercised with the consent of EBS), 
extend, re-open, amend, waive any condition of or terminate the Offer at any 
time.  Details of any such extension, re-opening, amendment or termination will 
be announced as provided in the Tender Offer Memorandum as soon as reasonably 
practicable after the relevant decision is made. 
A copy of the Tender Offer Memorandum will be available on EBS' website 
www.ebs.ie. 
 
Tender Instructions 
In order to be eligible to receive the Purchase Price, Noteholders must validly 
tender their Notes by the Expiration Deadline, by delivering, or arranging to 
have delivered on their behalf, a valid Tender Instruction that is received by 
the Tender Agent by the Expiration Deadline. Tender Instructions will be 
irrevocable except in the limited circumstances described in the Tender Offer 
Memorandum. 
Tender Instructions must be submitted in respect of a minimum principal amount 
of Notes of EUR50,000 and integral multiples of EUR1,000 thereafter, and may only be 
submitted via Euroclear or Clearstream, Luxembourg. Accordingly, to the extent 
any holders holding their Notes through clearing systems other than Euroclear or 
Clearstream, Luxembourg wish to participate in the Offer, they should speak to 
the custodian or clearing system through which their Notes are held as soon as 
possible as regards the possibility of such custodian or clearing system 
submitting Tender Instructions via Euroclear or Clearstream, Luxembourg on their 
behalf, and may need to arrange for the Notes to be transferred to a direct 
participant within Euroclear or Clearstream, Luxembourg in order to submit such 
Tender Instructions. 
Indicative Timetable for the Offer 
+-------------+-----------+---------------+ 
| Date        | Number    | Event         | 
| and         | of        |               | 
| time        | Business  |               | 
|             | Days      |               | 
|             | from and  |               | 
|             | including |               | 
|             | Launch    |               | 
|             | Date      |               | 
+-------------+-----------+---------------+ 
| Tuesday,    | Day 1     | Launch        | 
| 1st         |           | Date          | 
| June,       |           | Execution     | 
| 2010        |           | of the        | 
|             |           | Capital       | 
|             |           | Securities    | 
|             |           | Purchase      | 
|             |           | Agreement.    | 
|             |           | Offer         | 
|             |           | announced     | 
|             |           | and Tender    | 
|             |           | Offer         | 
|             |           | Memorandum    | 
|             |           | available     | 
|             |           | from the      | 
|             |           | Dealer        | 
|             |           | Manager       | 
|             |           | and the       | 
|             |           | Tender        | 
|             |           | Agent.        | 
|             |           | Notices of    | 
|             |           | Offer         | 
|             |           | published.    | 
+-------------+-----------+---------------+ 
| Friday,     | Day 14    | Expiration    | 
| 18th        |           | Deadline      | 
| June,       |           | Deadline      | 
| 2010 at     |           | for           | 
| 5.00        |           | receipt by    | 
| p.m.        |           | the Tender    | 
|             |           | Agent of      | 
|             |           | all Tender    | 
|             |           | Instructions. | 
+-------------+-----------+---------------+ 
| The         | Day 15    | Announcement  | 
| Business    |           | of            | 
| Day         |           | Acceptance    | 
| immediately |           | and Results   | 
| following   |           | Announcement  | 
| the         |           | by the        | 
| Expiration  |           | Company of    | 
| Date        |           | whether it    | 
|             |           | accepts for   | 
|             |           | purchase the  | 
|             |           | Notes         | 
|             |           | validly       | 
|             |           | tendered in   | 
|             |           | the Offer     | 
|             |           | and, if so    | 
|             |           | accepted,     | 
|             |           | the           | 
|             |           | aggregate     | 
|             |           | principal     | 
|             |           | amount of     | 
|             |           | Notes         | 
|             |           | accepted for  | 
|             |           | purchase.     | 
+-------------+-----------+---------------+ 
| Wednesday,  | Day 17    | Expected      | 
| 23rd June,  |           | Settlement    | 
| 2010        |           | Date          | 
|             |           | Subject to    | 
|             |           | satisfaction  | 
|             |           | of the        | 
|             |           | Settlement    | 
|             |           | Condition,    | 
|             |           | payment of    | 
|             |           | the Purchase  | 
|             |           | Price in      | 
|             |           | respect of    | 
|             |           | the Notes     | 
|             |           | accepted for  | 
|             |           | purchase.     | 
|             |           | The Company   | 
|             |           | will notify   | 
|             |           | Noteholders   | 
|             |           | in the event  | 
|             |           | that the      | 
|             |           | Settlement    | 
|             |           | Condition is  | 
|             |           | not           | 
|             |           | satisfied on  | 
|             |           | the Expected  | 
|             |           | Settlement    | 
|             |           | Date.         | 
+-------------+-----------+---------------+ 
The Company may, in its sole discretion (to be exercised with the consent of 
EBS), extend, re-open, amend, waive any condition of or terminate the Offer at 
any time (subject to applicable law and as provided in the Tender Offer 
Memorandum) and the above times and dates are subject to the right of the 
Company to so extend, re-open, amend and/or terminate the Offer. 
Noteholders are advised to check with any bank, securities broker or other 
intermediary through which they hold Notes when such intermediary would need to 
receive instructions from a Noteholder in order for that Noteholder to be able 
to participate in, or (in the limited circumstances in which revocation is 
permitted) revoke their instruction to participate in, the Offer by the 
deadlines set out above.  The deadlines set by any such intermediary and each 
Clearing System for the submission and withdrawal of Tender Instructions will be 
earlier than the relevant deadlines set out above and in the Tender Offer 
Memorandum. 
Unless stated otherwise, announcements in connection with the Offer will be made 
by  the issue of a press release to a Notifying News Service, by delivery of 
notices to the Clearing Systems for communication to Direct Participants, via 
the Company Announcements Office of the Irish Stock Exchange, and may also be 
found on Reuters International Insider Screen.  Copies of all announcements, 
press releases and notices can also be obtained from the Tender Agent, the 
contact details for which are below.  Significant delays may be experienced 
where notices are delivered to the Clearing Systems and Noteholders are urged to 
contact the Tender Agent for the relevant announcements during the course of the 
Offer.  In addition, Noteholders may contact the Dealer Manager for information 
using the contact details below. 
Noteholders are advised to read carefully the Tender Offer Memorandum for full 
details of and information on the procedures for participating in the Offer. 
J.P. Morgan Securities Ltd. is acting as Dealer Manager for the Offer and Lucid 
Issuer Services Limited is acting as Tender Agent. 
Questions and requests for assistance in connection with the Offer may be 
directed to the Dealer Manager. 
+-------------------------------------------------------------------------------------+ 
| The Dealer Manager                                                                  | 
+-------------------------------------------------------------------------------------+ 
| J.P. Morgan Securities Ltd.                                                         | 
| 125 London Wall                                                                     | 
| London EC2Y 5AJ                                                                     | 
| United Kingdom                                                                      | 
| For information by telephone: [phone]                                  | 
| Attention: Sebastien Bamsey - Liability Management                                  | 
| Email: [e-mail]                                              | 
| For information by telephone: [phone]                                  | 
| Attention: Richard Howard - FIG Syndicate                                           | 
| Email: [e-mail]                                                | 
+-------------------------------------------------------------------------------------+ 
Requests for information in relation to the procedures for tendering Notes in, 
and for any documents or materials relating to, the Offer should be directed to 
the Tender Agent. 
+-------------------------------------------------------------------------------------+ 
| The Tender Agent                                                                    | 
+-------------------------------------------------------------------------------------+ 
| Lucid Issuer Services Limited                                                       | 
| Leroy House                                                                         | 
| 436 Essex Road                                                                      | 
| London N1 3QP                                                                       | 
| Telephone: [phone]                                                         | 
| Facsimile: [phone]                                                         | 
| Attention: Yves Theis / David Shilson                                               | 
| Email: [e-mail]                                                           | 
+-------------------------------------------------------------------------------------+ 
The Trustee has not been involved in the formulation of the information outlined 
herein. The Trustee is not responsible for the accuracy, completeness, validity 
or correctness of the statements made herein. 
DISCLAIMER This announcement must be read in conjunction with the Tender Offer 
Memorandum.  This announcement and the Tender Offer Memorandum contain important 
information which should be read carefully before any decision is made with 
respect to any Offer.  If you are in any doubt as to the action you should take, 
you are recommended to seek your own financial advice, including as to any tax 
consequences, from your stockbroker, bank manager, solicitor, accountant or 
other independent financial, tax or legal adviser.  Any individual or company 
whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust 
company or other nominee must contact such entity if it wishes to tender such 
Notes pursuant to the Offer. None of the Company, EBS, the Dealer Manager or the 
Tender Agent makes any recommendation whether Noteholders should tender Notes 
pursuant to the Offer. 
OFFER AND DISTRIBUTION RESTRICTIONS 
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/or the Tender Offer Memorandum comes are required by the 
Company, EBS, the Dealer Manager and the Tender Agent to inform themselves about 
and to observe any such restrictions.  Neither this announcement nor the Tender 
Offer Memorandum constitutes an offer to buy or a solicitation of an offer to 
sell the Notes (and tenders of Notes in the Offer will not be accepted from 
Noteholders) 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 the Dealer 
Manager 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 Dealer Manager or 
affiliate, as the case may be, on behalf of the Company in such jurisdictions. 
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.  This includes, but is not 
limited to, facsimile transmission, electronic mail, telex, telephone, the 
internet and other forms of electronic communication.  The Notes 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.  Accordingly, copies of 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 any U.S. persons or any persons located or resident in 
the United States.  Any purported tender of Notes pursuant to the Offer 
resulting directly or indirectly from a violation of these restrictions will be 
invalid and any purported tender of Notes made by a person located in the United 
States or any agent, fiduciary or other intermediary acting on a 
non-discretionary basis for a principal giving instructions from within the 
United States will be invalid and will not be accepted. 
Each Noteholder participating in the Offer will represent that it is not a U.S. 
person, it is not located in the United States and it is not participating in 
the Offer from the United States or it is acting on a non-discretionary basis 
for a principal that is not a U.S. person, that is located outside the United 
States and that is not giving an order to participate in the Offer from the 
United States.  For the purposes of this and the above paragraph, United States 
means 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. 
Italy. The Offer is not being made, directly or indirectly, in the Republic of 
Italy (Italy).  The Offer and the Tender Offer Memorandum have not been 
submitted to the clearance procedures of the Commissione Nazionale per le 
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. 
Accordingly, Noteholders are notified that, to the extent Noteholders are 
located or resident in Italy, the Offer is not available to them and they may 
not tender Notes in the Offer and, as such, any Tender Instructions received 
from such persons shall be ineffective and void, and neither the Tender Offer 
Memorandum nor any other documents or materials relating to the Offer or the 
Notes may be distributed or made available in Italy. 
United Kingdom. The communication of 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. 
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 (i) persons who are outside the United Kingdom, (ii) 
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)), (iii) persons falling within Article 43(2) of the Financial 
Promotion Order, or (iv) any other persons to whom it may otherwise lawfully be 
communicated (all such persons together being referred to as Relevant Persons). 
Any person in the United Kingdom who is not a Relevant Person should not act or 
rely on such documents or materials or any of their content. Any investment or 
investment activity to which these documents or materials relate is available 
only to Relevant Persons and will be engaged in only with Relevant Persons.  The 
documents and materials and their contents should not be distributed, published 
or reproduced (in whole or in part) or disclosed by recipients to any other 
person in the United Kingdom. 
Belgium. Neither the Tender Offer Memorandum nor any other documents or 
materials relating to the Offer have been submitted to 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 Offer may not be made in 
Belgium by way of a public offering, as defined in Article 3 of the Belgian Law 
of 1st April, 2007 on public takeover bids or as defined in Article 3 of the 
Belgian Law of 16th June, 2006 on the public offer of placement instruments and 
the admission to trading of placement instruments on regulated markets, each as 
amended or replaced from time to time.  Accordingly, the Offer may not be 
advertised and the Offer will not be extended, and neither the Tender Offer 
Memorandum nor any other documents or materials relating to the Offer (including 
any memorandum, information circular, brochure or any similar documents) has 
been or shall be distributed or made available, directly or indirectly, to any 
person in Belgium other than "qualified investors" in the sense of Article 10 of 
the Belgian Law of 16th June, 2006 on the public offer of placement instruments 
and the admission to trading of placement instruments on regulated markets (as 
amended from time to time), acting on their own account.  Insofar as Belgium is 
concerned, the Tender Offer Memorandum 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 in the Tender Offer Memorandum may not be 
used for any other purpose or disclosed to any other person in Belgium. 
France. The Offer is not being made, directly or indirectly, to the public in 
the Republic of France (France).  Neither the Tender Offer Memorandum nor any 
other document or material relating to the Offer has been or shall be 
distributed to the public in France and only (i) providers of investment 
services relating to portfolio management for the account of third parties 
(personnes fournissant le service d'investissement de gestion de portefeuille 
pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), 
other than individuals, acting for their own account, all as defined in, and in 
accordance with, Articles L.411-1, L.411-2, D.411-1 to D.411-3, D.734-1, 
D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier, are 
eligible to participate in the Offer.  The Tender Offer Memorandum has not been 
and will not be submitted for clearance to nor approved by the Autorité des 
Marchés Financiers. 
Ireland. The Tender Offer Memorandum and any other documents or materials 
relating to the Offer will only be distributed in conformity with the provisions 
of (i) the European Communities (Markets in Financial Instruments) Regulations 
2007 (Nos. 1 to 3), including, without limitation, Regulations 7 and 152 
thereof, or any applicable provisions of Irish law and (ii) the Irish Market 
Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by the 
Financial Regulator pursuant thereto. 
This announcement has been issued through the Companies Announcement Service of 
                            the Irish Stock Exchange. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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