25 Jun 2013 15:02
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 ANNOUNCEMENT.
25 June 2013
ULSTER BANK ANNOUNCES RESULTS AND ACCEPTANCE OF ITS TENDER OFFER FOR CERTAIN OUTSTANDING NOTES ISSUED AS PART OF THE CELTIC RESIDENTIAL IRISH MORTGAGE SECURITISATION PROGRAMME
Further to its announcement on 11 June 2013, Ulster Bank Ireland Limited (the Bank) announces today the final results in respect of its invitations to holders of the classes of notes described below (each a Class and together the Notes) to tender such Notes for purchase by the Bank for cash (each such invitation an Offer and together the Offers).
The Offers were made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 11 June 2013 (the Tender Offer Memorandum) prepared by the Bank. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Acceptance of Notes tendered pursuant to the Offers
The Offers expired at 4.00 p.m. (London time) on 24 June 2013. The Bank has received Tender Instructions for €2,044,357,185 in aggregate (amortised) principal amount outstanding (or the equivalent in Sterling, as appropriate) of the Notes and has decided to set the Final Acceptance Amount at €1,504,392,772 in aggregate (amortised) principal amount outstanding (or the equivalent in Sterling, as appropriate) of the Notes.
Accordingly, the Bank has determined the Class Acceptance Amount and the Class Cash Spend Amount for each Class, each as set out in the table below. The Bank will accept for purchase all Notes of such Classes tendered pursuant to (a) valid Non-Competitive Tender Instructions and (b) valid Competitive Tender Instructions that specified a purchase price below or equal to the relevant Maximum Purchase Price, in full (with no scaling). The Bank will not accept any Notes of such Classes tendered pursuant to Competitive Tender Instructions that specified a purchase price greater than the relevant Maximum Purchase Price.
Description of Notes | ISIN / Common Code | Outstanding (amortised) principal amount prior to settlement* | Applicable Pool Factor* | Class Acceptance Amount (unamortised)** | (Amortised) principal amount accepted for purchase | ClassCash Spend Amount | Original principal amount held by the Bank and its subsidiaries after settlement*** |
Celtic Residential Irish Mortgage Securitisation No. 9 p.l.c. | |||||||
€1,067,500,000 Class A2 Mortgage Backed Floating Rate Notes due 2047 | XS0235753299 / 023575329 | €748,673,941 | 0.7013 | €338,600,000 | €237,471,659 | €202,384,100 | €532,250,000 |
€70,000,000 Class B Mortgage Backed Floating Rate Notes due 2047 | XS0235753372 / 023575337 | €70,000,000 | 1.0000 | €14,100,000 | €14,100,000 | €9,025,200 | €62,700,000 |
Celtic Residential Irish Mortgage Securitisation No. 10 p.l.c. | |||||||
€1,253,000,000 Class A2 Mortgage Backed Floating Rate Notes due 2048 | XS0262424012 / 026242401 | €916,213,024 | 0.7312 | €337,900,000 | €247,077,718 | €205,672,713 | €750,700,000 |
€89,500,000 Class B Mortgage Backed Floating Rate Notes due 2048 | XS0262424525 / 026242452 | €89,500,000 | 1.0000 | €45,650,000 | €45,650,000 | €26,078,500 | €88,850,000 |
Celtic Residential Irish Mortgage Securitisation No. 11 p.l.c. | |||||||
€1,388,800,000 Class A3a Mortgage Backed Floating Rate Notes due 2048 | XS0275790789 / 027579078 | €1,300,332,292 | 0.9363 | €240,100,000 | €224,805,432 | €190,872,171 | €557,565,000 |
£586,000,000 Class A3c Mortgage Backed Floating Rate Notes due 2048 | XS0275790862 / 027579086 | £548,671,316 | 0.9363 | £126,934,000 | £118,848,199 | £101,127,015 | £326,864,000 |
€77,000,000 Class Ba Mortgage Backed Floating Rate Notes due 2048 | XS0275790946 / 027579094 | €77,000,000 | 1.0000 | €28,200,000 | €28,200,000 | €19,727,500 | €41,300,000 |
€147,400,000 Class Ca Mortgage Backed Floating Rate Notes due 2048 | XS0275791084 / 027579108 | €147,400,000 | 1.0000 | €73,050,000 | €73,050,000 | €45,482,404 | €140,250,000 |
£17,500,000 Class Cc Mortgage Backed Floating Rate Notes due 2048 | XS0275791167 / 027579116 | £17,500,000 | 1.0000 | £5,340,000 | £5,340,000 | £3,450,600 | £17,500,000 |
Celtic Residential Irish Mortgage Securitisation No. 12 Limited | |||||||
€487,500,000 Class A2 Mortgage Backed Floating Rate Notes due 2049 | XS0305170242 / 030517024 | €120,489,248 | 0.2472 | €287,538,000 | €71,067,154 | €70,356,482 | €482,500,000 |
€1,010,685,000 Class A3 Mortgage Backed Floating Rate Notes due 2049 | XS0305171059 / 030517105 | €1,010,685,000 | 1.0000 | €385,200,000 | €385,200,000 | €310,064,400 | €560,185,000 |
€39,000,000 Class B Mortgage Backed Floating Rate Notes due 2049 | XS0305171562 / 030517156 | €39,000,000 | 1.0000 | €10,000,000 | €10,000,000 | €6,700,000 | €29,980,000 |
€87,750,000 Class C Mortgage Backed Floating Rate Notes due 2049 | XS0305172610 / 030517261 | €87,750,000 | 1.0000 | €21,800,000 | €21,800,000 | €10,702,000 | €84,750,000 |
* The Pool Factors and outstanding (amortised) principal amounts set out in the table above currently apply to each Class and will be used for acceptance and settlement purposes. The outstanding (amortised) principal amount represents (where applicable) the aggregate (amortised) principal amount outstanding prior to settlement, being the product of the aggregate original principal amount and the applicable Pool Factor, including the amount of Notes of the relevant Class held by the Bank and its subsidiaries prior to settlement. | |||||||
** The Class Acceptance Amount in respect of each Class is the aggregate original principal amount of Notes of each Class the Bank has determined it will accept for purchase pursuant to the relevant Offer (where 'original principal amount' refers to the original principal amount of the relevant Notes at their time of issue (ignoring any subsequent amortisation by operation of any applicable Pool Factor)). | |||||||
*** The original principal amount held by the Bank and its subsidiaries after settlement represents securities held for investment purposes and excludes any securities held in a trading book for trading purposes. | |||||||
The Bank will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.
The expected Settlement Date for the Offers is 27 June 2013.
The Royal Bank of Scotland plc is acting as Dealer Manager for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.
DEALER MANAGER |
The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom
Telephone: +44 20 7085 8056 / 9972 Attention: Liability Management Group Email: liabilitymanagement@rbs.com
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TENDER AGENT |
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom
Telephone: +44 20 7704 0880 Attention: David Shilson / Victor Parzyjagla Email: celtic@lucid-is.com
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DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Bank, the Dealer Manager and the Tender Agent to inform themselves about and to observe any such restrictions.
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.