Tender and Exchange Offer (9496W)

TIDM78NF

RNS Number : 9496W

Ras Al Khaimah (Government of)

29 November 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES, OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY

29 November 2010

THE GOVERNMENT OF RAS AL KHAIMAH, ACTING THROUGH THE INVESTMENT & DEVELOPMENT OFFICE, ANNOUNCES FURTHER DETAILS OF EXCHANGE OFFER IN RESPECT OF EXISTING 2012 CERTIFICATES

Further to its announcement dated 15 November 2010, the Government of the Emirate of Ras Al Khaimah acting through the Investment & Development Office (the "IDO") hereby announces further details regarding the Exchange Offer and the New Certificates.

Capitalised terms used in this announcement and not otherwise defined shall have the meanings given to them in the offer memorandum dated 15 November 2010 (the "Offer Memorandum") and the announcement dated 15 November 2010.

The terms and conditions of the Tender Offers, the Consent Solicitation and, save as expressly set out herein, the Exchange Offer, are not intended to be amended or altered by the information set out in this announcement.

Indicative Maturity

The maturity date of the New Certificates is expected to be 28 January 2016. The final maturity date in respect of the New Certificates will be determined at the Pricing Time (which is expected to be at or around 2.00pm London time on 8 December 2010).

Benchmark Security

The Benchmark Security for the purposes of calculating the Benchmark Rate and the New Issue Yield at the Pricing Time, will be the 1.375 per cent. United States Treasury Note due November 2015.

Minimum New Issue Spread

The Minimum New Issue Spread will be 315 basis points above the Benchmark Rate. The final New Issue Spread will be determined at the Pricing Time following completion of the book-building process in respect of the New Certificates, but will not be less than the Minimum New Issue Spread.

General

Certificateholders are advised to read carefully the Offer Memorandum for full details of, and information on, the procedures for participating in the Offers and the Consent Solicitation. The Early Submission Deadline in respect of the Exchange Offer and Tender Offer for the Existing 2012 Certificates is 4.00 p.m. (London time) on 30 November 2010. Only holders of Existing 2012 Certificates who submit Instructions prior to the Early Submission Deadline will be entitled to receive the Early Tender Premium of U.S.$20 per U.S.$1,000 in face amount of Existing 2012 Certificates accepted for purchase by the IDO, or the Early Exchange Ratio of 1.02 in respect of Existing 2012 Certificates accepted for exchange by the IDO. Custodians, direct participants and clearing systems might have deadlines prior to the Early Submission Deadline for receiving instructions and Certificateholders should contact any such intermediary through which they hold their Existing Certificates as soon as possible to ensure proper and timely delivery of Instructions.

Subject to applicable law and as provided in the Offer Memorandum, the IDO may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any or all of the Offers at any time (including any of the terms set out in this announcement).

The Offers are not being made in the United States or Italy or to any U.S. person or to any person located or resident in Italy and are also restricted in other jurisdictions, as more fully described below and in the Offer Memorandum.

For Further Information

A complete description of the terms and conditions of the Offers and the Consent Solicitation, including any conditions to completion, is set out in the Offer Memorandum. Further details about the transaction can also be obtained from:

The Dealer Managers

 
 Citigroup Global Markets                   The Royal Bank of Scotland 
  Limited                                    plc 
  Citigroup Centre                           135 Bishopsgate 
  33 Canada Square                           London EC2M 3UR 
  London E14 5LB                             United Kingdom 
  United Kingdom 
 Tel: [phone] Attention:        Tel: [phone] 
 Liability Management Group Email:           8056 
 [e-mail]        Attention: Liability 
                                             Management Group 
                                            Email: [e-mail] 
 

The Tender and Exchange Agent

Citibank, N.A.

Citigroup Centre, Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Tel: [phone]

Email: [e-mail]

A copy of the Offer Memorandum is available to eligible persons upon request from the Tender and Exchange Agent.

DISCLAIMER

This announcement must be read in conjunction with the Offer Memorandum and the announcement dated 15 November 2010. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Offers and the Consent Solicitation. If any Certificateholder 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 Existing Certificates 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 Offers. None of the IDO, the Dealer Managers, or the Tender and Exchange Agent or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Certificateholders should participate in the Offers or the Consent Solicitation.

OFFER RESTRICTIONS

General

Neither this announcement nor the Offer Memorandum constitutes an offer to sell or buy or the solicitation of an offer to sell or buy the Existing Certificates and/or New Certificates, as applicable, and offers of Existing Certificates for exchange pursuant to the Exchange Offer or for sale pursuant to the Tender Offer will not be accepted from Certificateholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer or the Consent Solicitation 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 such jurisdictions, such Offer or the Consent Solicitation shall be deemed to be made by the relevant Dealer Manager or its affiliate (as the case may be) on behalf of the IDO in such jurisdictions.

In addition to the representations referred to below in respect of the United States, each holder of Existing Certificates participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Offer Memorandum. Any offer of Existing Certificates for exchange or purchase pursuant to the Offers from a holder that is unable to make these representations will not be accepted. Each of the IDO, the Dealer Managers and the Tender and Exchange Agent reserves the right, in its absolute discretion, to investigate, in relation to any offer of Existing Certificates for exchange or purchase, whether any such representation is correct and, if such investigation is undertaken and as a result the IDO determines (for any reason) that such representation is not correct, such offer shall not be accepted.

United States

The Offers 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 of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States or to, or for the account or benefit of, any U.S. person (within the meaning of Regulation S under the Securities Act). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of the Offer Memorandum and any other offer memoranda, documents or materials relating to the Offers 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 U.S. persons and Existing Certificates cannot be offered for exchange or tender in the Offers by any such use, means, instruments or facilities or from within the United States or by U.S. persons. Any purported offer of Existing Certificates for exchange or tender resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Existing Certificates for exchange or tender made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a nominee giving instructions from within the United States or any U.S. person will not be accepted.

The Offer Memorandum is not an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The New Certificates have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state security laws. The purpose of the Offer Memorandum is limited to the Offers and the Consent Solicitation and the Offer Memorandum may not be sent or given to a person in the United States or to a U.S. person or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each Eligible Certificateholder participating in an Offer will represent that it is not located in the United States and is not participating in the relevant Offer from the United States, that it is participating in the relevant Offer in accordance with Regulation S under the Securities Act and is not a U.S. person, or that 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 is not a U.S. person. For the purposes of this and the above two paragraphs, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of the Offer Memorandum and any other offer memoranda, documents or materials relating to the Offers is not being made and such offer memoranda, 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 offer memoranda, documents and/or materials are not being distributed to, and must not be communicated to, the general public in the United Kingdom. The communication of such offer memoranda, 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 "Order")) or any other persons to whom it may otherwise lawfully be made under the Order.

Belgium

Neither the Offer Memorandum nor any other offer memoranda, documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financiere et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offers 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 or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the "Belgian Public Offer Law"), each as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Offer Memorandum nor any other offer memoranda, documents or materials relating to an Offer (including any memorandum, information circular, brochure or any similar offer memoranda or 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 Public Offer Law (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, the Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in the Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France. Neither the Offer Memorandum nor any other offer memorandum, document or material relating to the Offers has been or shall be distributed to the public in France and only qualified investors (Investisseurs Qualifies) other than individuals, as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 and D.411.3 of the French Code Monetaire et Financier are eligible to participate in the Offer. The Offer Memorandum has not been submitted for clearance to, or approved by, the Autorite des Marches Financiers.

Italy

The Offers are not being made in the Republic of Italy. The Offers and the Offer Memorandum have not been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa pursuant to Italian laws and regulations. Accordingly, Certificateholders are notified that, to the extent such Certificateholders are located or resident in Italy, the Offers are not available to them and they may not offer Existing Certificates for exchange or submit tenders in the Offers nor may the New Certificates be offered, sold or delivered in Italy and, as such, any Exchange Instruction or Tender Instruction received from or on behalf of such persons shall be ineffective and void, and neither the Offer Memorandum nor any other offer memoranda, documents or materials relating to the Offers, the Existing Certificates or the New Certificates may be distributed or made available in Italy.

Switzerland

Neither the Existing 2012 Certificates nor the Existing 2013 Certificates nor the New Certificates (together the "Certificates") may be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither the Offer Memorandum nor any other offering or marketing material relating to the Certificates constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd or a prospectus pursuant to the Swiss Federal Act on Collective Investment Schemes (CISA), and neither the Offer Memorandum nor any other offering or marketing material relating to the Certificates may be publicly distributed or otherwise made publicly available in Switzerland. The Certificates may only be offered, sold or advertised, and the Offer Memorandum as well as any other offering or marketing material relating to the Certificates may only be distributed by way of private placement to qualified investors within the meaning of CISA. The Certificates are not authorized by or registered with the Swiss Financial Market Supervisory Authority FINMA (FINMA) under CISA. Therefore, investors do not benefit from protection under CISA or supervision by FINMA.

Kingdom of Bahrain

The Offer Memorandum does not constitute an offer to the Public (as defined in Articles 142-146 of the Commercial Companies Law (decree Law No. 21/2001 of Bahrain)) in Bahrain.

Kingdom of Saudi Arabia

The communication of the Offer Memorandum and any other documents or materials relating to the Offers is only being made in the Kingdom of Saudi Arabia, (i) to persons who have confirmed that they are "Sophisticated Investors" (as defined in Article 10 of the "Offer of Securities Regulations" as issued by the Board of the Capital Market Authority resolution number 2-11-2004 dated 4 October 2004 and amended by the Board of the Capital Market Authority resolution number 1-28-2008 dated 18 August 2008 (the "KSA Regulations")), and (ii) the Offer Memorandum and the Offers shall not therefore constitute a "public offer" pursuant to the KSA Regulations, but are subject to the restrictions on secondary market activity under Article 17 of the KSA Regulations, accordingly any Saudi Investor who has acquired Existing Certificates pursuant to a limited offer may not offer or sell those Existing Certificates to any person unless the offer or sale is made through an authorised person appropriately licensed by the Saudi Arabian Capital Market Authority and: (1) the Existing Certificates are offered or sold to a Sophisticated Investor; (2) the price to be paid for the Existing Certificates in any one transaction is equal to or exceeds SR1 million or an equivalent amount; or (3) the offer or sale is otherwise in compliance with Article 17 of the KSA Regulations.

Qatar

The Existing Certificates and the New Certificates may not be offered or sold, directly or indirectly, in the State of Qatar, except: (a) in compliance with all applicable laws and regulations of the State of Qatar; and (b) through persons or corporate entities authorised and licensed to provide investment advice and/or engage in brokerage activity and/or trade in respect of foreign securities in the State of Qatar.

Kuwait

The Existing Certificates and the New Certificates have not been licensed for offering in Kuwait by the Ministry of Commerce and Industry or the Central Bank of Kuwait or any other relevant Kuwaiti government agency. The offering of the Existing Certificates and the New Certificates in Kuwait on the basis of a private placement or public offering is, therefore, restricted in accordance with Decree Law No. 31 of 1990, as amended, and Ministerial Order No. 113 of 1992, as amended. No private or public offering of the Existing Certificates or the New Certificates is being made in Kuwait, and no agreement relating to the sale of the Existing Certificates or the New Certificates will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market the Existing Certificates or the New Certificates in Kuwait.

Lebanon

Neither the Offers nor the accuracy or adequacy of the Offer Memorandum have been approved or disapproved by any Lebanese regulatory authority, commission, or agency. Any representation to the contrary is unlawful.

The Offer Memorandum does not constitute, and should not be construed as an offer to sell or a solicitation of an offer to subscribe for or purchase any securities in Lebanon.

The United Arab Emirates

The Offers are not being made and will not be publicly promoted or advertised in the United Arab Emirates other than in compliance with laws applicable in the United Arab Emirates governing the issue, offering and sale of securities.

The information contained in the Offer Memorandum does not constitute an offer of securities in the United Arab Emirates in accordance with Federal Law No. 8 of 1986 (as amended) (the Commercial Companies Law) or otherwise, and is not intended to be a public offer and the information contained in the Offer Memorandum is not intended to lead to the conclusion of any contract of whatsoever nature within the territory of the United Arab Emirates.

Dubai International Financial Centre

The Offers are not being made and will not be made to any person in the Dubai International Financial Centre unless such offer is (a) deemed to be an "Exempt Offer" in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (the "Rules") and (b) made only to persons of a type specified in the Rules.

Singapore

The Offer Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Offer Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of New Certificates may not be circulated or distributed, nor may New Certificates be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where New Certificates are subscribed or purchased under Section 275 by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the New Certificates pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

(2) where no consideration is or will be given for the transfer; or

(3) where the transfer is by operation of law.

Cayman Islands

No offers or invitations to subscribe for New Certificates are being made, or will be made, to the public in the Cayman Islands.

This information is provided by RNS

The company news service from the London Stock Exchange

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