11 Feb 2016 14:37
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
11 February 2016
GTB FINANCE B.V. CASH TENDER OFFERIN RESPECT OF U.S.$500,000,000 7.50 PER CENT. NOTES DUE 2016ANNOUNCEMENT OF FINAL RESULTS
On 4 February 2016, GTB Finance B.V. (the "Offeror") invited holders of its U.S.$500,000,000 7.50 per cent. Notes due 2016 (the "Securities"), unconditionally and irrevocably guaranteed by Guaranty Trust Bank plc (the "Bank"), to tender any and all of their Securities for purchase by the Offeror for cash (the "Offer") on the terms of, and subject to the conditions contained in, a tender offer memorandum dated 4 February 2016 (the "Tender Offer Memorandum"). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.
According to information provided by the Tender Agent for the Offer, U.S.$126,586,000 in aggregate principal amount of the Securities were validly tendered before the Expiration Deadline and not withdrawn. No Securities were tendered through the guaranteed delivery procedures described in the Tender Offer Memorandum. The Settlement Date will be 16 February 2016.
The following table sets forth certain information relating to the results of the Offer.
Title ofSecurities | ISIN | CUSIP | Purchase Price | Aggregate Principal Amount Accepted for Purchase | Outstanding Principal Amount Following the Offer |
U.S.$500,000,000 7.50 per cent. Notes due 2016 | Reg S:XS0628652884 Rule 144A:US36243PAA30 | Rule 144A: 36243PAA3 | U.S.$1,002.50 for each U.S.$1,000 in principal amount | U.S.$126,586,000 | U.S.$373,414,000 |
FURTHER INFORMATION
Lucid Issuer Services Limited has been appointed by the Offeror as tender agent in respect of the Securities (the "Tender Agent") for the purposes of the Offer.
J.P. Morgan Securities plc and Morgan Stanley & Co. International plc have been appointed as Dealer Managers in connection with the Offer (the "Dealer Managers").
Requests for information in relation to the Offer should be directed to:
DEALER MANAGERS
J.P. Morgan Securities plc25 Bank Street Canary Wharf London E14 5JP United Kingdom In the US:Attention: Liability Management GroupTelephone:+1 (212) 834 2494 (Collect)+1 (866) 834-4666 (US Toll Free) In Europe:Attention: Liability ManagementTelephone: +44 (0) 207 134 2468Email: em_europe_lm@jpmorgan.com | Morgan Stanley & Co. International plc25 Cabot Square Canary Wharf London E14 4QA United Kingdom In the US:Attention: Liability ManagementTelephone:+1 (212) 761-1057 (Collect)+1 (800) 624-1808 (US Toll Free) In Europe:Attention: Liability Management GroupTelephone: +44 (0)20 7677 5040Email: liabilitymanagementeurope@morganstanley.com |
TENDER AGENT
Lucid Issuer Services LimitedTankerton Works12 Argyle WalkLondon WC1H 8HAUnited Kingdom+44 20 7704 0880Facsimile: +44 20 7067 9098Attention: Paul KammingaEmail: gtb@lucid-is.com
Website: http://library.lucid-is.com/gtb
NOTICE
Subject to applicable law, the Offeror or any of its affiliates may at any time and from time to time following completion of the Offer purchase remaining outstanding Securities by tender, in the open market, by private agreement or otherwise on such terms and at such prices as the Offeror or, if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favorable than those offered pursuant to the Offer.
DISTRIBUTION RESTRICTIONS
This announcement does not constitute an offer or an invitation to purchase securities. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.
United Kingdom
This announcement and any other documents or materials relating to the Offer have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (1) those persons who are existing members or creditors of the Offeror or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons to whom these documents and/or materials may lawfully be communicated.
This announcement and any other documents or materials relating to the Offer are not addressed to or directed at any other person, including any retail clients within the meaning of the rules, regulations and guidance issued by the Financial Conduct Authority and such other persons should not act or rely upon it.
Belgium
None of this announcement or any other documents or materials relating to the Offer has been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit financiële diensten en markten) and, accordingly none of this announcement or any other documents or materials relating to the Offer 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 Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement has been issued only for the personal use of the above qualified investors in connection with the Offer. Accordingly, the information contained in this announcement may not be used for any other purpose or disclosed to any other person in Belgium.
France
Neither this announcement nor any other documents or offering materials relating to the Offer, has been or shall be distributed to the public in France and are only being directed to (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, 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.
Italy
This announcement or any other documents or materials relating to the Offer have not been and will not be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations and are directed only to Holders or beneficial owners of the Securities in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Nigeria
None of this Announcement or any other documents or materials relating to the Offer has been or shall be distributed to the public in the Federal Republic of Nigeria ("Nigeria") and such documents and materials are directed only to Holders in Nigeria or their representatives who are eligible to participate in the Offer. This Announcement has not been, and will not be, submitted for clearance to nor approved by the Securities and Exchange Commission of Nigeria.