NIBC Bank N.V. NIBC Bank announces final results of tender offer (6327W)

TIDM49WP

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 EUR100,000,000 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) EUR100,000,000 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:

 
                                                                                  Aggregate 
                                                                               Principal Amount 
                                       Aggregate Principal                    of Notes accepted    Aggregate Principal 
                                       Amount Outstanding                        for purchase      Amount Outstanding 
   Description of                      prior to completion                     pursuant to the      after Settlement 
        Notes              ISIN           of the Offers      Purchase Price         Offers                Date 
--------------------  --------------  --------------------  ---------------  -------------------  -------------------- 
 EUR100,000,000 Euro 
    Fixed/Floating 
    Rate Perpetual 
   Debt Securities 
  (the "EUR Notes")    XS0249580357       EUR50,000,000          78.00%         EUR28,540,000         EUR21,460,000 
  U.S.$100,000,000     XS0215294512      U.S.$90,486,000         86.00%        U.S.$57,305,000       U.S.$33,181,000 
      CMS Linked 
    Perpetual Debt 
   Securities (the 
     "USD Notes") 
 

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: [phone]; Email: [e-mail] ; Attention: Liability Management ) is acting as Sole Dealer Manager. Kroll Issuer Services Limited (Telephone: [phone]; Email: [e-mail] ; 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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December 13, 2023 03:33 ET (08:33 GMT)