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Burgan Tier 1Fin Ltd (IRSH)

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Tuesday 25 June, 2019

Burgan Tier 1Fin Ltd

BURGAN BANK K.P.S.C. - Tender Offer

RNS Number : 3326D
Burgan Tier 1 Financing Ltd
25 June 2019
 

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 (the United States) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

25 June 2019. Burgan Bank K.P.S.C. (the Company) today announces an invitation to the holders of the outstanding U.S.$500,000,000 Perpetual Tier 1 Capital Securities issued by Burgan Tier 1 Financing Limited (the Issuer) (ISIN: XS1106874198) (the Existing Capital Securities) to tender such Existing Capital Securities for purchase by the Company for cash (the Offer) subject to satisfaction of the New Financing Condition (as defined below) and the other conditions described in the tender offer memorandum dated 25 June 2019 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Information and Tender Agent as set out below. Existing Securityholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

 

Description of the Existing Capital Securities

Issuer

ISIN / Common Code

Outstanding Principal Amount

Purchase Price

Amount subject to the Offer

U.S.$500,000,000 Perpetual Tier 1 Capital Securities

Burgan Tier 1 Financing Limited

XS1106874198 / 110687419

U.S.$500,000,000

100.85 per cent.

Subject as set out herein, an aggregate principal amount of Existing Capital Securities that does not exceed the New Issue Proceeds (as defined herein) from the issue of the New Capital Securities (as defined herein)

Rationale for the Offer

The Offer is being made as part of the Company's balance sheet management strategy. It is intended that the proceeds of the New Capital Securities will be used to fund the Offer.

Purchase Price

On the Settlement Date (as defined below), the Company will pay an amount in cash (rounded to the nearest U.S.$0.01, with half a cent. rounded upwards) equal to the Purchase Price (as defined below) for those Existing Capital Securities which have been, pursuant to the Offer, (i) tendered for purchase by Existing Securityholders and thereafter (ii) accepted for purchase by the Company, after taking into account any Scaling Factor which is applied to such tendered Existing Capital Securities (as to which see "Accepted Existing Capital Securities and Scaling" below) (the Accepted Existing Capital Securities).

Purchase Price means 100.85 per cent. of the principal face amount of the Existing Capital Securities.

Settlement Date is expected to be 9 July 2019 (subject to the right of the Company to extend, re-open, amend and/or terminate the Offer).

Accrued Interest

On the Settlement Date, the Company will also pay an amount in cash (rounded to the nearest U.S.$0.01, with half a cent. rounded upwards) equal to the Accrued Interest (as defined below) in respect of any Accepted Existing Capital Securities.

Accrued Interest means accrued and unpaid interest payment amounts on the Existing Capital Securities from, and including, the interest payment date for the Existing Capital Securities immediately preceding the Settlement Date up to, but excluding, the Settlement Date.

Acceptance is Discretionary

The Company is not under any obligation to accept for purchase any Existing Capital Securities tendered pursuant to the Offer.  The acceptance for purchase by the Company of Existing Capital Securities tendered pursuant to the Offer at the sole discretion of the Company. Tenders may be rejected by the Company for any reason. 

New Financing Condition

The Company announced today its intention to issue new U.S. dollar-denominated Perpetual Tier 1 Capital Securities (the New Capital Securities), subject to market conditions.  Whether the Company will accept for purchase Existing Capital Securities tendered in the Offer is subject, without limitation, to the successful settlement of the issue of (in the sole determination of the Company) the New Capital Securities (the New Financing Condition).

Any investment decision to purchase any New Capital Securities should be made solely on the basis of the information contained in the final prospectus (the Prospectus) to be prepared by the Company in connection with the offering of the New Capital Securities and which, when published, will be made available to the public in accordance with the Prospectus Directive and no reliance is to be placed on any representations other than those contained in the Prospectus. Subject to compliance with all applicable securities laws and regulations, the Preliminary Prospectus dated 25 June 2019 relating to the New Capital Securities is available from the Dealer Managers on request.  The New Capital Securities are not being, and will not be, offered or sold in the United States.  Nothing in the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Capital Securities in the United States or any other jurisdiction.  Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act).  The New Capital Securities 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, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).

No action has been or will be taken in any jurisdiction in relation to the New Capital Securities to permit a public offering of securities.  The offer and sale of the New Capital Securities will be subject to the selling restrictions specified in the Prospectus.

Priority Allocation Requests in Respect of the New Capital Securities

An Existing Securityholder that wishes to subscribe for New Capital Securities in addition to tendering Existing Capital Securities for purchase pursuant to the Offer may receive priority in the allocation of the New Capital Securities, subject to:

(i)            the satisfaction of the various steps set out in the Tender Offer Memorandum;

(ii)           the issuance of, the New Capital Securities; and

(iii)          the settlement of the Offer.

Such priority option (the New Issue Priority Option) will be given for an aggregate principal amount of New Capital Securities of up to the aggregate principal amount of the Existing Capital Securities tendered for purchase by the relevant Existing Securityholder subject to: (i) the submission of a valid Tender Instruction (as defined below) which includes a Priority Option Code (such Tender Instruction, a Tender Instruction with Priority Option Code) as outlined in paragraph (b) under "Procedure for obtaining a New Issue Priority Option" in the Tender Offer Memorandum; and (ii) the acceptance for purchase by the Company of the Existing Capital Securities so tendered.

For the avoidance of doubt, an Existing Securityholder may request as described in the application in paragraph (c) under "Procedure for obtaining a New Issue Priority Option" in the Tender Offer Memorandum a New Issue Priority Option for a principal amount of New Capital Securities that is equal to or less than the aggregate principal amount of the Existing Capital Securities the subject of such Existing Securityholder's Tender Instruction with Priority Option Code.

If any Existing Securityholder wishes to subscribe for New Capital Securities in addition to tendering Existing Capital Securities for purchase by the Company, and be eligible to receive a New Issue Priority Option, it must make a separate application to subscribe for such New Capital Securities to a Dealer Manager (in its capacity as a Joint Lead Manager) or one of the other Joint Lead Managers in accordance with the standard new issue procedures of such Dealer Manager (or relevant Joint Lead Manager) as further outlined in paragraph (c) of "Procedure for obtaining a New Issue Priority Option" in the Tender Offer Memorandum.

An Existing Securityholder that wishes to tender Existing Capital Securities for purchase pursuant to the Offer but does not wish to receive a New Issue Priority Option must complete a Tender Instruction with no request for a New Issue Priority Option (a Tender Only Instruction and, each Tender Only Instruction together with any Tender Instruction with Priority Option Code, the Tender Instructions) in respect of the Existing Capital Securities it wishes to tender for purchase only.

To be eligible to receive a New Issue Priority Option, an Existing Securityholder must follow the procedure set out in "Procedure for obtaining a New Issue Priority Option" of the Tender Offer Memorandum.

Accepted Existing Capital Securities and Scaling

If the Company decides to accept any tendered Existing Capital Securities for purchase pursuant to the Offer, the Company proposes to accept for purchase an aggregate principal amount of such Existing Capital Securities that does not exceed the approximate total gross proceeds (the New Issue Proceeds) received by the Company from the issue of the New Capital Securities.

If the Company decides to accept any tendered Existing Capital Securities for purchase pursuant to the Offer, and the aggregate principal amount of Existing Capital Securities tendered pursuant to the Offer is greater than the New Issue Proceeds, the Company intends to so accept such Existing Capital Securities for purchase on a pro rata basis, as further set out in the Tender Offer Memorandum, such that the aggregate principal amount of Existing Capital Securities accepted for purchase is no greater than the New Issue Proceeds.

Expiration Deadline for Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and the Accrued Interest Payment pursuant to, the Offer, Existing Securityholders must validly tender their Existing Capital Securities by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent by 4.00 p.m. (London Time) on 1 July 2019 unless extended, re-opened or terminated as provided in the Tender Offer Memorandum (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 Existing Capital Securities of no less than U.S.$200,000, being the minimum denomination of the Existing Capital Securities, and may be submitted in integral multiples of U.S.$1,000 thereafter.

Expected Timetable of Events

The following table sets forth the expected dates and times of the key events relating to the Offer. The times and dates below are indicative only.

Events

Times and Dates

(All times are London time)

Commencement of the Offer

Announcement of Offer and announcement of intention to issue the New Capital Securities.  Tender Offer Memorandum available from the Information and Tender Agent. Preliminary Prospectus available from the Dealer Managers. Priority Option Codes available from the Dealer Managers.

 

25 June 2019

Expiration Deadline

Final deadline for receipt of valid Tender Instructions by the Information and Tender Agent in order for Existing Securityholders to be able to participate in the Offer (and apply for a New Issue Priority Option by submitting valid Tender Instructions with Priority Option Codes).

 

4.00 p.m. on 1 July 2019

Announcement of Indicative Results

Announcement of the aggregate principal amount of Existing Capital Securities validly tendered in the Offer together with a non-binding indication of the aggregate principal amount of Existing Capital Securities which the Company intends to accept for purchase and the Scaling Factor (if any) that will be applied to such tendered Existing Capital Securities

 

 

As soon as reasonably practicable after the Expiration Deadline

Pricing of the New Capital Securities

Subject to market conditions, currently expected to take place on 2 July 2019

Announcement of Results

Announcement of whether subject to the satisfaction of the New Financing Condition, the Company will accept valid tenders of Existing Capital Securities pursuant to the Offer and, if so accepted, the aggregate principal amount of the Exciting Capital Securities accepted for purchase and the Scaling Factor (if any) that will be applied to such tendered Existing Capital Securities.

 

As soon as reasonably practicable after the pricing of the New Capital Securities

Settlement Date

Subject to the satisfaction of the New Financing Condition, expected Settlement Date for the Offer.

 

9 July 2019

The above times and dates are subject to the right of the Company to extend, re-open, amend, and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum).  Existing Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Capital Securities when such intermediary would need to receive instructions from an Existing Securityholder in order for that Existing Securityholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in the Tender Offer Memorandum.  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. 

HSBC Bank plc and J.P. Morgan Securities plc are acting as Dealer Managers and Lucid Issuer Services Limited is acting as Information and Tender Agent.

Questions and requests for assistance in connection with (i) the Offer may be directed to the Dealer Managers; and (ii) the delivery of Tender Instructions may be directed to the Information and Tender Agent, the contact details for which are set out below.  

Contact Details

DEALER MANAGERS

 

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

Telephone: +44 (0) 207 992 6237

Email: [email protected]

Attention: Liability Management Group

 

 

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

Telephone: +44 (0) 207 134 2468

Email: [email protected]

Attention: Liability Management, with a copy to
Head of EMEA Debt Capital Markets Group - Legal

 

INFORMATION AND TENDER AGENT

 

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom

Telephone: +44 20 7704 0880

Attention: Arlind Bytyqi

Email: [email protected]

Website: www.lucid-is.com/burgan

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 the Offer. If any Existing Securityholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Existing Capital Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Dealer Managers, the Information and Tender Agent and the Company, and any director, officer, employee, agent or affiliate of any such person, makes any recommendation as to whether Existing Securityholders should tender Existing Capital Securities for purchase pursuant to the Offer.

None of the Dealer Managers, the Information and Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for (i) the accuracy or completeness of the information concerning the Company (any of its affiliates), the Existing Capital Securities or the Offer contained in this announcement or in the Tender Offer Memorandum; or any acts or omissions of the Issuer, the Company or any other person (other than the relevant Dealer Managers or their respective directors, affiliates, advisers or agents) in connection with this announcement, the Tender Offer Memorandum, the Offer or the New Capital Securities. . None of the Dealer Managers, the Information and Tender Agent and any of their respective directors, officers, employees, agents or affiliates is acting for any Existing Securityholder, or will be responsible to any Existing Securityholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers, the Information and Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Existing Capital Securities which is material in the context of the Offer and which is not otherwise publicly available.

Offer And Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.  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 each of the Company, the Issuer, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such 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.  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  The Existing Capital Securities 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 persons located or resident in the United States.  Any purported tender of Existing Capital Securities in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Existing Capital Securities made by, or by any person acting for the account or benefit of, 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.

Neither this announcement nor Tender Offer Memorandum is an offer to buy or sell, or a solicitation of an offer to sell or buy, any Existing Capital Securities or other securities in the United States. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Capital Securities 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, any U.S. person (as defined in Regulation S of the United States Securities Act of 1933, as amended).

Each holder of Existing Capital Securities participating in the Offer will represent that 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 located outside the United States that is not giving an order to participate in the Offer from the United States. For the purposes of this and the above two paragraphs, 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.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  The Offer is being carried out in the Republic of Italy (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, as amended. Holders or beneficial owners of the Existing Capital Securities that are located in Italy may tender their Existing Capital Securities in the Offer 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 1 September 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-a-vis its clients in connection with the Existing Capital Securities or the Offer.

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 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, to the public in the Republic of France (France).  None of this announcement, the Tender Offer Memorandum and 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 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer.  This announcement, the Tender Offer Memorandum have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

United Arab Emirates (excluding Dubai International Financial Centre)

The Offer is 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.

Dubai International Financial Centre

The Offer is not being made and may not be made to any person in the Dubai International Financial Centre unless such offer is: (a) an "Exempt Offer" in accordance with the Markets Rules Module of the Dubai Financial Services Authority (the DFSA) rulebook; and (b) made only to persons who meet the Professional Client criteria set out in Rule 2.3.3 of the Conduct of Business Module of the DFSA rulebook.

Kingdom of Bahrain

This announcement does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006) nor an offer under Module TMA (Take-overs, Mergers and Acquisitions) of Volume 6 of the Rulebook issued by the Central Bank of Bahrain. This announcement, the Tender Offer Memorandum and related offering documents have not been and will not be registered as a prospectus with the Central Bank of Bahrain. Accordingly, no Existing Capital Securities can be tendered for purchase by nor will this announcement, the Tender Offer Memorandum or any other related document or material be used in connection with any offer, sale or invitation to tender Existing Capital Securities, whether directly or indirectly, to persons in the Kingdom of Bahrain, other than in compliance with Bahrain law. 

Kingdom of Saudi Arabia

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are only being made and the Offer will only be made or advertised in the Kingdom of Saudi Arabia: (i) to persons who have confirmed that they are "Sophisticated Investors" (as defined in Article 11 of the "Offers of Securities Regulations" as issued by the Board of the Capital Market Authority resolution number 2-11-2004 dated 4 October 2004 (as amended) (the KSA Regulations)); or (ii) by way of a limited offer under Article 12 of the KSA Regulations. This announcement, the Tender Offer Memorandum and the Offer shall not therefore constitute a "public offer" pursuant to the KSA Regulations.

This announcement, the Tender Offer Memorandum and the Offer are subject to restrictions on secondary market activity pursuant to Article 18 of the KSA Regulations. Accordingly any Saudi Investor who has acquired Existing Capital Securities pursuant to a limited offer may not offer or sell those Existing Capital Securities 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 Capital Securities are offered or sold to a Sophisticated Investor; (2) the price to be paid for the Existing Capital Securities in any one transaction is equal to or exceeds Saudi Riyals one million or an equivalent amount; or (3) the Existing Capital Securities are being offered or sold in such other circumstances as the Saudi Arabian Capital Market Authority may prescribe for these purposes.

State of Kuwait

The Tender Offer Memorandum is private, solely addressed to the Existing Securityholders, confidential and is neither intended nor approved for general circulation in the State of Kuwait. The Offer does not constitute, and shall not be interpreted in any circumstance as, an offer or invitation to subscribe for, or purchase, any securities (regardless of nomenclature or type) in the State of Kuwait. The Offer shall not constitute, and shall not be interpreted in any circumstance as, an issuance or an offering of "Securities" (as defined in Law No. 7 of 2010 or the bylaws thereto, each as amended (the Securities Regulations) by the Company or the Issuer and any invitation to subscribe in the New Capital Securities made onshore to prospective investors in the State of Kuwait shall be subject to the terms and conditions of the New Capital Securities' Prospectus and, where applicable, after having obtained the requisite regulatory approvals.

The Dealer Managers, their agents and representatives have not been registered, licensed, or authorised to market, offer or sell securities in the State of Kuwait where it is unlawful to make such an offer or invitation without compliance with the registration, licensing or other legal requirements mandated by the Securities Regulations. While the Offer does not specifically target persons in the State of Kuwait, the Tender Offer Memorandum and any other documents or materials in relation thereto shall only be deemed available to persons in the State of Kuwait on a cross-border/offshore basis. Interested Existing Securityholders in the State of Kuwait who approach the Dealer Managers, their agents and representatives acknowledge the restrictions under the Securities Regulations. No services relating to the Offer, including the receipt of applications and/or the allotment of interests (regardless of nomenclature or type) shall be considered to have been rendered within the State of Kuwait by the Dealer Managers, their agents and representatives.

The participation in the Offer as contemplated in the Tender Offer Memorandum by investors in the State of Kuwait is not governed by the laws of the State of Kuwait as all the related contractual instruments will be entered into, or deemed to have been entered into, outside the jurisdiction of the State of Kuwait. Investors from the State of Kuwait shall be precluded from the disclosure or distribution of any materials or information in relation to the Tender Offer Memorandum to any other person in the State of Kuwait.

General

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Existing Capital Securities (and tenders of Existing Capital Securities in the Offer from Existing Securityholders will not be accepted) 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 any Dealer Manager 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 such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Nothing in this announcement, the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Capital Securities in the United States or any other jurisdiction.

In addition to the representations referred to above in respect of the United States, each Existing Securityholder participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum.  Any tender of Existing Capital Securities for purchase pursuant to the Offer from an Existing Securityholder that is unable to make these representations will not be accepted.  Each of the Company, the Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Existing Capital Securities for purchase pursuant to the Offer, whether any such representation given by an Existing Securityholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

Existing Securityholders must comply with all laws that apply to them and must obtain any consents or approvals required of them in order to tender any of their Existing Capital Securities in the Offer. None of the Company, the Issuer, the Dealer Managers and the Information and Tender Agent is responsible for an Existing Securityholders' compliance with such laws and requirements.

 

 

 

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

 

 

 


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