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NIBC Bank N.V. - Tender Offer 2024 (XS) - Launch

NIBC Bank N.V. ANNOUNCES A TENDER OFFER FOR ITS OUTSTANDING EUR 200,000,000 UNDATED DEEPLY SUBORDINATED ADDITIONAL TIER 1 FIXED RATE RESETTABLE CALLABLE CAPITAL SECURITIES (ISIN: XS1691468026)

25 JUNE 2024


Full announcements, including disclaimers and restrictions available via NIBC Bank N.V.

(Scroll below for information on previous NIBC offers)


NIBC Bank N.V. (the "Issuer") has today launched its invitation to holders of its outstanding EUR 200,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Capital Securities (ISIN: XS1691468026) (the "Capital Securities") to tender any and all such Capital Securities for purchase by the Issuer for cash (such invitation, the "Offer"). The Offer is being 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 25 June 2024 (the "Tender Offer Memorandum").

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"SUMMARY OF THE OFFERS



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"Rationale for the Offer


The Issuer is making the Offer in order to provide liquidity to the Holders. The Offer also provides the Holders with an opportunity to sell their Capital Securities and to receive, at the sole and absolute discretion of the Issuer, priority in the allocation of the New Capital Securities as further described below.


Capital Securities purchased by the Issuer pursuant to the Offer will be cancelled and will not be re-issued or re-sold."


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NIBC Bank N.V. announces result of original meeting and notice of adjourned meeting in respect of its outstanding USD 100,000,000 CMS linked perpetual debt securities (ISIN: XS0215294512)

05 FEBRUARY 2024


Full announcements, including disclaimers and restrictions available via NIBC Bank N.V.

(Scroll below for information on previous NIBC offers)


"Notice is hereby given to the holders of NIBC BANK N.V. (formerly known as NIB Capital Bank N.V., incorporated with limited liability under the laws of The Netherlands and having its corporate seat in The Hague)(the "Issuer") outstanding U.S.$100,000,000 CMS Linked Perpetual Debt Securities (ISIN: XS0215294512) (the "Securities") that, at the Meeting of such holders held at the offices of Clifford Chance LLP at Droogbak 1A, 1013 GE Amsterdam, The Netherlands on 5 February 2024 at 9:00 a.m. (London time) / 10:00 a.m. (CET) (the "Original Meeting"), the quorum required for the Original Meeting was not obtained and accordingly the Original Meeting has been adjourned in accordance with the provisions of the Trust Deed and will be held on 21 February 2024 (the "Adjourned Meeting").


Following the adjournment of the Original Meeting which was adjourned for want of quorum, the Adjourned Meeting convened by the Issuer will be held at the offices of Clifford Chance LLP at Droogbak 1A, 1013 GE Amsterdam, The Netherlands on 21 February 2024 for the purpose of considering and, if thought fit, passing the resolution set out in the Consent Solicitation Memorandum dated 12 January 2024 (the "Consent Solicitation Memorandum"), with the implementation of that resolution being subject to satisfaction of the condition set out in paragraph 5(b) thereof (the "Eligibility Condition") and which resolution will be proposed as an extraordinary resolution of the Securityholders (the "Extraordinary Resolution") in accordance with the provisions of the Trust Deed dated 24 March 2005 (the "Trust Deed"), made between the Issuer and The Law Debenture Trust Corporation p.l.c. (the "Trustee"). The Meeting will commence at 9:00 a.m. (London time) / 10:00 a.m. (CET).


For the avoidance of doubt, Securityholders who have already submitted Consent Instructions or Ineligible Holder Instructions prior to the date of this announcement have the option to leave such instructions unchanged or revoke such instructions. In the event that a Securityholder elects to revoke a previously submitted Consent Instruction or Ineligible Holder Instruction, nothing shall prevent the relevant Securityholder from submitting a further Consent Instruction or Ineligible Holder Instruction prior to the extended expiration deadline occurring as at 4:00 p.m. (London time) / 5:00 p.m. (CET) on 16 February 2024.


Defined terms used but not defined herein shall have the meanings given to them in the notice of the Meeting dated 12 January 2024 in relation to the Securities."


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NIBC Bank N.V. announces consent solicitation in respect of its outstanding U.S.$100,000,000 CMS linked perpetual debt securities (ISIN: XS0215294512)

12 DECEMBER 2023


Full announcements, including disclaimers and restrictions available via NIBC Bank N.V.


(Scroll below for information on previous NIBC offers)


"NIBC announces today an invitation (such invitation, the "Consent Solicitation") to eligible holders of its outstanding U.S.$100,000,000 CMS Linked Perpetual Debt Securities (ISIN: XS0215294512) (the "Securities") to consent to the execution of the Supplemental Trust Deed to effect, inter alia: (1) the modification of the terms and conditions (the "Conditions") of the Securities such that: (i) for all Interest Periods commencing from and including the Interest Payment Date in March 2024 (which is expected to be 24 March 2024), the Rate of Interest is calculated by reference to the USD SOFR Spread Adjusted Swap Rate (calculated using the ARRC Recommended Methodology, as set out in the Consent Solicitation Memorandum (as defined below)), as opposed to being calculated using the USD LIBOR swap rate; (ii) new fallback provisions relating to the USD SOFR ICE Swap Rate (or any component thereof) for the purposes of calculating the USD SOFR Spread Adjusted Swap Rate (including fallback provisions in case a Benchmark Transition Event occurs with respect to the USD SOFR ICE Swap Rate (or any component thereof)) are included; and (iii) as a consequence of the foregoing changes, a Contractual Recognition of Bail-in Clause is included pursuant to Article 55(2) of the BRRD; and (2) consequential amendments to Clause 19.2 (Modification) of the Trust Deed in respect of the new fallback provisions.


The Issuer will pay a Consent Fee to Eligible Securityholders that submit valid electronic voting instructions to the Tabulation Agent by 4:00 p.m. (London time) / 5:00 p.m. (CET) on 31 January 2024 (the "Expiration Deadline"), subject to the successful passing of the Extraordinary Resolution and the satisfaction of the other conditions set out in the Consent Solicitation Memorandum, on the Fee Payment Date. The "Consent Fee" shall be an amount equal to 0.50 per cent. of the principal amount of the relevant Securities that are the subject of the relevant electronic voting instruction, which will be payable to Eligible Securityholders in the circumstances described the Consent Solicitation Memorandum.


Ineligible Securityholders who submit a valid Ineligible Holder Instruction waiving their right to attend and vote (or be represented) at the Meeting by the Expiration Deadline will also be eligible to receive an amount equal to the Consent Fee (the Ineligible Holder Instruction Fee), subject to the successful passing of the Extraordinary Resolution and the satisfaction of the other conditions set out in the Consent Solicitation Memorandum, on the Fee Payment Date by following the procedures specified in the Notice."


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NIBC Bank N.V. announces final results of the tender offer for its outstanding €100,000,000 fixed/floating rate perpetual debt securities (ISIN: XS0249580357) and its outstanding U.S.$100,000,000 CMS linked perpetual debt securities (ISIN: XS0215294512)

13 DECEMBER 2023


Full announcements, including disclaimers and restrictions available via NIBC Bank N.V.


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"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:



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NIBC Bank N.V. announces a tender offer for its outstanding €100,000,000 euro fixed/floating rate perpetual debt securities (ISIN: XS0249580357) and its outstanding U.S.$100,000,000 CMS linked perpetual debt securities (ISIN: XS0215294512)

05 DECEMBER 2023


Full announcements, including disclaimers and restrictions available via NIBC Bank N.V.


NIBC Bank N.V. (formerly known as NIBC Capital Bank N.V.) (the "Issuer") has today launched invitations to holders of its outstanding (i) €100,000,000 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").

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SUMMARY OF THE OFFERS



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"RATIONALE FOR THE OFFERS


The Issuer is making the Offers in order to provide liquidity to the holders of the EUR Notes and USD Notes while optimising its funding and liquidity position.


The Offer in respect of the USD Notes also provides holders of the USD Notes with the opportunity to reduce their U.S. Dollar LIBOR exposures.


INTENTION FOR FUTURE CONSENT SOLICITATION OF USD NOTES


Following the Settlement Date and ahead of the next interest payment date (being 24 March 2024) the Issuer intends to invite any remaining holders of the USD Notes to consent to certain modifications to the Conditions of the USD Notes to replace the current U.S. Dollar LIBOR swap rate used in the determination of the interest rate for such USD Notes following the cessation of the publication of such U.S. Dollar LIBOR swap rate on 30 June 2023.


The methodology for changes proposed in the intended consent solicitation will be in line with the ARRC recommendations for contracts linked to the USD LIBOR ICE Swap Rate, as published on 8 June 2022. Therein, a fallback formula is given for calculating a replacement rate. The proposals will also include appropriate updates to the fallback language in the USD Notes, and technical adjustments for day count conventions and payment frequencies.


The Issuer may consider offering a modest work fee to holders of the USD Notes participating in the consent solicitation. 


If the consent is not passed, the ultimate contractual fallback under the terms of the USD Notes is that the rate of interest will be the same as the rate determined in relation to the preceding interest determination date."


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****PREVIOUS OFFER BELOW****


 

NIBC Bank N.V. announces final results of the tender offer for its outstanding senior non-preferred unsecured notes due 2024 - XS1978668298

17 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via NIBC Bank N.V. 


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"The Issuer confirms that the New Financing Condition is satisfied and hereby announces that it will accept all validly tendered Notes pursuant to the Offer for purchase in cash as set out in the table below.


The final results of the Offer are as follows:


The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum.


Payment of the Purchase Consideration and the Accrued Interest Payment in respect of the Notes accepted for purchase by the Issuer pursuant to the Offer will occur on the Settlement Date which is expected to be 20 November 2023.


All Notes purchased pursuant to the Offer will be cancelled."


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NIBC Bank N.V. announces any and all tender offer on the senior non-preferred notes due 2024 - XS1978668298


09 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via NIBC Bank N.V.


"NIBC Bank N.V. (the "Issuer") has today launched its invitation to holders of its outstanding EUR 500,000,000 2.000 per cent. Senior Non-Preferred Unsecured Notes due 9 April 2024 (issued in one tranche of EUR 300,000,000 on 9 April 2019 and one tranche of EUR 200,000,000 issued on 10 June 2020, which tranches were then consolidated to form a single series) (ISIN: XS1978668298) (the "Notes") to tender any and all such Notes for purchase by the Issuer for cash (such invitation, the "Offer"). The Offer is being 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 9 November 2023 (the "Tender Offer Memorandum")."


...


Summary of the Offer


...


"Rationale for the Offer


The Issuer is making the Offer in order to provide liquidity to the holders of the Notes while optimising its funding and liquidity position. The Offer also provides the holders of the Notes with an opportunity to sell their Notes ahead of their maturity date and to receive, at the sole and absolute discretion of the Issuer, priority in the allocation of the New Notes as further described below.


Notes purchased by the Issuer pursuant to the Offer will be cancelled and will not be re-issued or re-sold."


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...(U.S. Toll Free), 1-212-430-3774 (Banks and Brokers)."

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