OP Corporate Bank plc Launch of tender offer (3579V)

TIDM63RM

RNS Number : 3579V

OP Corporate Bank plc

06 August 2020

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 AND THE DISTRICT OF COLUMBIA) (the "United States") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

6 August 2020

OP Corporate Bank plc

(incorporated with limited liability in the Republic of Finland)

ANNOUNCES TER OFFER TO PURCHASE NOTES FOR CASH

OP Corporate Bank plc (the "Issuer") has today launched an invitation to holders of its SEK 3,500,000,000 Callable Floating Rate Dated Tier 2 Instruments due 2025 (ISIN: XS1280147569) (the "Instruments"), to tender any and all such Instruments for purchase by the Issuer for cash (the "Offer"), subject to the terms and conditions described in a tender offer memorandum prepared by the Issuer dated 6 August 2020 (the "Tender Offer Memorandum").

Concurrently, the Issuer announced on 31 July 2020 that it is soliciting consents from the Instrumentholders to pass, at a meeting of the Instrumentholders (the "Meeting"), an Extraordinary Resolution providing for the Issuer to have the option to redeem all, but not some only, of the Instruments outstanding on 28 August 2020 at their aggregate nominal amount (together with interest accrued but unpaid on the relevant Instruments) on giving not less than 3 Business Days' notice to Instrumentholders in accordance with the Conditions.

The Offer is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to offer restrictions) available from the Tender Agent as set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum. Details of the Instruments are set out in the table below.

THE OFFER

 
                                                 Aggregate Nominal 
     Description                 ISIN             Amount                  Purchase Price        Amount Subject 
     of Notes                                     Outstanding                                   to the Offer 
---------------------    ----------------    ---------------------    ------------------    ------------------ 
 
   SEK 3,500,000,000         XS1280147569      SEK 3,500,000,000          100 per cent.            Any and all 
   Callable Floating 
       Rate Dated 
   Tier 2 Instruments 
        due 2025 
 

THE OFFER COMMENCES ON 6 AUGUST 2020 AND WILL EXPIRE AT 11:00 HOURS CET ON 21 AUGUST 2020 (THE "EXPIRATION DEADLINE"), UNLESS EXTED, WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE ISSUER. TER INSTRUCTIONS, ONCE SUBMITTED, MAY, IN PRINCIPLE, NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TER OFFER MEMORANDUM UNDER THE HEADING "AMMENT AND TERMINATION".

Rationale for the Offer and the Proposal

Due to a delay in obtaining regulatory approval, the Issuer was unable to exercise its right to redeem the Instruments on the Optional Redemption Date falling on 25 August 2020.

The Issuer therefore invites Instrumentholders (subject to the Offer and Distribution Restrictions contained in the Tender Offer Memorandum) to tender any and all of their Instruments for purchase by the Issuer for cash at 100 per cent. of their aggregate nominal amount together with Accrued Interest, and to approve the Extraordinary Resolution.

The Issuer intends to schedule the Settlement Date to fall on 25 August 2020, in order to ensure that Instrumentholders participating in the Offer receive exactly the same consideration as they would have been entitled to receive in connection with the exercise of the Issuer's early redemption option.

Purchase Price

Subject to the Minimum Denomination in respect of the Instruments, the price payable will be 100 per cent. of the aggregate nominal amount of the Instruments accepted for purchase (the "Purchase Price"). In respect of any Instruments accepted for purchase, the Issuer will also pay an amount equal to any accrued and unpaid interest on the relevant Instruments from, and including, the interest payment date for the Instruments immediately preceding the Settlement Date up to, but excluding, the Settlement Date, which is expected to be no later than 25 August 2020.

Instruments repurchased by the Issuer pursuant to the Offer will be immediately cancelled. Instruments which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date.

Consent Solicitation

Concurrently, the Issuer announced on 31 July 2020 that it is soliciting consents from the Instrumentholders to pass, at the Meeting, an Extraordinary Resolution providing for the Issuer to have the option to redeem all, but not some only, of the Instruments outstanding on 28 August 2020 at their aggregate nominal amount (together with interest accrued but unpaid on the relevant Instruments) on giving not less than 3 Business Days' notice to Instrumentholders in accordance with the Conditions.

The submission of a Tender Instruction will automatically instruct the Fiscal Agent to appoint the Tender Agent (or its representative) as its proxy to attend the Meeting and to vote in favour of the Extraordinary Resolution.

Amendment and Termination

The Issuer reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offer or the Proposal and to amend or waive any of the terms and conditions of the Offer or the Proposal at any time, as described in the Tender Offer Memorandum. Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Instrumentholders as soon as possible after such decision.

Offer Conditions

An offer of Instruments for repurchase may only be made by the submission of a valid Tender Instruction. The acceptance of Instruments for repurchase pursuant to the Offer is conditional on the satisfaction of the Offer Conditions, as set out in the Tender Offer Memorandum.

Offer and Distribution Restrictions

The Issuer is making the Offer only in those jurisdictions where it is legal to do so. See the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum for further details. This document and the Tender Offer Memorandum does not constitute a "prospectus" for the purposes of Regulation (EU) 2017/1129 (as amended or superseded).

EXPECTED TIMETABLE OF EVENTS

The times and dates below are indicative only.

 
Date                        Action 
----------------------      -------------------------------------------------------- 
31 July 2020                Notice of Meeting 
 
                             Notice of Meeting delivered to Clearing Systems 
                             for communication to Direct Participants and 
                             published via RNS. 
 
                             The documents referred to in the Notice of Meeting 
                             available for collection or inspection, as indicated, 
                             from the specified office of the Tender Agent. 
6 August 2020               Commencement of the Offer 
                            Offer announced by way of announcements on the 
                             relevant Notifying News Service(s), through 
                             the Clearing Systems and via RNS. 
                            Tender Offer Memorandum available from the Tender 
                             Agent. 
21 August 2020              Expiration Deadline 
 11.00, CET 
                             Deadline for receipt by the Tender Agent of 
                              all Tender Instructions in order for Instrumentholders 
                              to be able to participate in the Offer or the 
                              Proposal, as applicable. 
24 August 2020              Meeting 
 From 11.00 a.m. 
 CET                         Meeting to be held via teleconference. 
24 August 2020              Announcement of Result of Offer and Meeting 
 As soon as reasonably 
 practicable after           Announcement of the results of the Meeting and 
 the Meeting                 the Issuer's decision whether to accept valid 
                             tenders of Instruments for purchase pursuant 
                             to the Offer as soon as reasonably practicable 
                             following the Meeting, subject only to the satisfaction 
                             or (if applicable) waiver of the relevant Transaction 
                             Conditions. 
 
 
                         Details of: 
                          (i) the final aggregate nominal amount of the Instruments 
                           validly tendered pursuant to the Offer; 
                           and 
                          (ii) the nominal amount of Instruments that will 
                           remain outstanding after the Settlement 
                           Date, 
                         distributed by way of announcements on the relevant 
                          Notifying News Service(s), through the Clearing 
                          Systems and via RNS. 
                         If the Issuer announces that it will accept valid 
                          tenders of Instruments for purchase pursuant to 
                          the Offer and the Extraordinary Resolution is 
                          passed, the A&R Final Terms will be executed and 
                          notice of exercise of the Early Redemption Option 
                          will also be given to Instrumentholders in accordance 
                          with the provisions contained in the Agency Agreement 
                          and the Conditions. 

   25 August 2020        Settlement Date 
 
                          Expected Settlement Date for the Offer. Payment 
                          of Purchase Consideration and Accrued Interest 
                          Payment in respect of the Offer. 
   28 August 2020        Early Redemption Date 
 
                          Payment of Early Redemption Amount in the event 
                          that the Extraordinary Resolution is successfully 
                          passed and the Early Redemption Option is 
                          exercised. 
 

Instrumentholders are advised to check with any bank, securities broker or other intermediary through which they hold Instruments when such intermediary would require to receive instructions from an Instrumentholder in order for that Instrumentholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer or the Proposal before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

FURTHER INFORMATION

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

A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Any questions or requests for assistance in connection with: (i) the Offer, may be directed to the Dealer Managers; and (ii) the delivery of Tender Instructions or requests for additional copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Tender Agent, the contact details for each of which are set out below.

Dealer Managers

 
          J.P. Morgan Securities plc 25 Bank                            OP Corporate Bank plc 
             Street Canary Wharf London E14                            Gebhardinaukio 1 FI-00510 
                   5JP United Kingdom                                      Helsinki Finland 
 
         Telephone: [phone] Attention:                       Telephone: [phone] 
              Liability Management Email:                           Attention: Liability Management 
         [e-mail]                    Email: [e-mail] 
                                                                    Swedbank AB (publ) 
                                                    Large Corporates & Institutions SE-105 34 Stockholm 
                                                                          Sweden 
                                                       Telephone: [phone] Attention: Syndicate 
                                                               Email: [e-mail] 
 

Tender Agent

Lucid Issuer Services Limited

Tankerton Works 12 Argyle Walk

London WC1H 8HA United Kingdom

Telephone: [phone] Email: [e-mail]

Attention: David Shilson/Owen Morris

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Offer. If any Instrumentholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Instruments are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offer. None of the Issuer, the Dealer Managers or the Tender Agent or their respective directors, employees or affiliates makes any recommendation as to whether Instrumentholders should participate in the Offer and none of the Issuer, the Dealer Managers or the Tender Agent will have any liability or responsibility in respect thereto.

This announcement is released by the Issuer and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Vesa Aho, Group Chief Financial Officer on behalf of the Issuer.

OFFER AND DISTRIBUTION RESTRICTIONS

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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, 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 a U.S. Person and the Instruments cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Instruments in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Instruments made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by 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 Instrumentholder participating in the Offer will represent that it is not a U.S. Person located in the United States and is not participating in the Offer from the United States, or it is acting on a non- discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means 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.

United Kingdom

The communication of this announcement, 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 those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as defined in Article L.411-2 1deg of the French Code monétaire et financier. Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offer. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999.

Holders or beneficial owners of the Instruments can tender some or all of their Instruments for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties

vis-à-vis its clients in connection with the Instruments or the Offer.

General

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Instruments (and tenders of Instruments for purchase pursuant to the Offer will not be accepted from Instrumentholders) 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 Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or their respective affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

In addition to the representations referred to above in respect of the United States, each Instrumentholder participating in the Offer will be deemed to give certain other representations as set out in the Tender Offer Memorandum. Any tender of Instruments for purchase pursuant to the Offer from an Instrumentholder that is unable to make these representations will not be accepted.

Each of the Issuer, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Instruments for purchase pursuant to the Offer, whether any such representation given by an Instrumentholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender or submission may be rejected.

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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August 06, 2020 04:26 ET (08:26 GMT)