Announcement Of Results In Respect Of DBS Bank Ltd.'s Offer To Purchase For Cash Up To U.S.$550,000,000 Of Its U.S.$900,000,000 Floating Rate Subordinated Notes Due 2021 Callable With Step-up In 2016
SINGAPORE, Jan. 5, 2015 /PRNewswire/ -- Reference is made to the announcements made by DBS Bank Ltd. (the "Issuer") on November 19, 2014 and December 11, 2014 in relation to the launch of the Offer in connection with the U.S.$900,000,000 Floating Rate Subordinated Notes due 2021 Callable with Step-Up in 2016 (the "Notes") and the early participation results. Capitalised terms used but not otherwise defined in this announcement shall have the same meanings ascribed to them in the Offer to Purchase dated November 19, 2014 (the "Offer to Purchase"). The Offer is made upon the terms and subject to the conditions set forth in the Offer Documents and this release should be read in conjunction with the Offer Documents.
On December 11, 2014, the Issuer announced that U.S.$690,471,000 in aggregate principal amount of the Notes had been validly tendered pursuant to the Offer prior to the Early Tender Deadline.
The Issuer wishes to announce that as at 5 p.m. (New York City time) on January 2, 2015 (the "Expiration Deadline"), U.S.$690,471,000 in aggregate principal amount of the Notes has been validly tendered pursuant to the Offer. In accordance with the Offer to Purchase, the Issuer has only accepted for purchase U.S.$550,000,000 in aggregate principal amount of Notes. Accordingly, the Offer was approximately 1.3 times oversubscribed and the consideration to be received by the Holders who validly tendered pursuant to the Offer will be subject to proration pursuant to the terms and conditions of the Offer, utilizing a proration factor of approximately 79%.
In accordance with the terms and conditions of the Offer, where, as a result of the proration, less than U.S.$100,000 in principal amount of Notes would be returned to a Holder, the Issuer has determined to accept all of such Holder's validly tendered Notes.
Holders who validly tendered their Notes pursuant to the Offer and whose Notes were accepted for purchase (subject to proration) will receive the Total Consideration, being U.S.$1,000 per U.S.$1,000 principal amount of Notes, which includes the Early Tender Premium, on the Settlement Date.
In addition, Holders who validly tendered Notes that are accepted for purchase will receive a cash payment representing the Accrued Interest on those Notes on the Settlement Date.
The Settlement Date is expected to be on January 8, 2015.
FURTHER INFORMATION
The Issuer has retained Global Bondholder Services Corporation to act as the Depositary and Information Agent in connection with the Offer.
In connection with the Offer, DBS Bank Ltd. and Citigroup Global Markets Inc. are serving as Dealer Managers.
Questions or requests for assistance in relation to the Offer may be directed to: |
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DEALER MANAGERS |
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DBS Bank Ltd. 12 Marina Boulevard, Level 42 Marina Bay Financial Centre Tower 3 Singapore 018982 +65 6222 4261 Email: [email protected] |
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Citigroup Global Markets Inc.
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Level 50, Citibank Tower Citigroup Plaza 3 Garden Road Central, Hong Kong +852 2501 2552 |
390 Greenwich Street, 1st Floor New York, New York 10013 United States of America Collect: +1 (212) 723 6106 Toll-free: +1 (800) 558 3745 |
Citigroup Centre 33 Canada Square London E14 5LB United Kingdom +44 (0) 207 986 9000 |
Requests for copies of the Offer to Purchase, the Letter of Transmittal and information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Offer should be directed to: |
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THE DEPOSITARY AND INFORMATION AGENT
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Global Bondholder Services Corporation |
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By mail: |
By hand: |
By overnight courier: |
65 Broadway – Suite 404 United States of America |
65 Broadway – Suite 404 United States of America |
65 Broadway – Suite 404 United States of America |
Banks and brokers call: +1 (212) 430 3774
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By facsimile for eligible institutions only: +1 (212) 430 3775/3779 |
DISCLAIMER
This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes 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 Issuer, the Dealer Managers, the Depositary and Information Agent and 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 Holders should participate in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement is for information purposes only and is not an offer to purchase or a solicitation of an offer to sell any securities. This announcement and the Offer to Purchase do not constitute an offer or 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 offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Issuer, the Dealer Managers and the Depositary and Information Agent to inform themselves about and to observe any such restrictions.
General
The Offer does not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Managers or, where the context so requires, any of their respective affiliates, is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made on behalf of the Issuer by any such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
The Offer is being made only by and pursuant to the terms set forth in the Offer Documents and each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer" in the Offer to Purchase. Holders should carefully read the Offer Documents and related materials before any decision is made with respect to the Offer. Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations may be rejected. The Issuer, the Dealer Managers and the Depositary and Information Agent reserve the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender may be rejected.
China
The Offer is not being made directly or indirectly in the People's Republic of China (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by the laws of the People's Republic of China.
SOURCE DBS Bank Ltd.
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