NIBC Bank N.V. Announces Offer to Purchase up to the U.S. dollar-equivalent of €500 Million Aggregate Principal Amount of its Notes

AMSTERDAM, Feb. 5, 2013 /PRNewswire/ -- NIBC Bank N.V. (the "Issuer") announced today an offer (the "Offer") to purchase for cash, in an aggregate principal amount of up to the U.S. dollar-equivalent of €500,000,000 (the "Maximum Tender Amount"), of its outstanding U.S.$2,000,000,000 Fixed Rate Notes due 2014, guaranteed by the State of The Netherlands (the "Fixed Rate Notes") and its outstanding U.S.$1,000,000,000 Floating Rate Notes due 2014, guaranteed by the State of The Netherlands (the "Floating Rate Notes," and together with the Fixed Rate Notes, the "Notes") that are validly tendered for purchase pursuant to the Offer by certain eligible holders (the "Noteholders").

Concurrent with the Offer, NIBC is offering outside the United States to purchase for cash certain notes (the "Euro Notes") up to a maximum tender amount of €500,000,000 aggregate principal amount of Euro Notes. If the aggregate principal amount of Euro Notes validly tendered and accepted in such concurrent offer is less than €500,000,000, we may, in our discretion (but are not required to), increase the Maximum Tender Amount to up to the U.S. dollar-equivalent of €1,000,000,000 aggregate principal amount of Notes. We do not intend to increase the Maximum Tender Amount by more than the U.S. dollar-equivalent difference (if any) between €500,000,000 and the aggregate principal amount of Euro Notes validly tendered and accepted in such concurrent offer. Confirmation of the Maximum Tender Amount will be notified by public announcement promptly at or around 8:00 a.m., New York City time, on February 13, 2013 (the "Maximum Tender Amount Confirmation Time"). The U.S. dollar-equivalent of the Maximum Tender Amount will be calculated at the ECB reference exchange rate at or around 11:00 a.m., New York City time on the day of the Expiration Time (as defined below), as reported on www.ecb.int (the "Exchange Rate"). On February 4, 2013, the ECB reference exchange rate, as reported on www.ecb.int, was €1.00 = U.S.$1.3552.

The Offer is not contingent upon a minimum amount of Notes being tendered.

The Offer is made on the terms and subject to the conditions contained in the offer to purchase dated February 5, 2013 (the "Offer to Purchase," as may be amended from time to time) prepared by the Issuer in connection with the Offer, and are subject to the offer and distribution restrictions set out below and as more fully described in the Offer to Purchase.

Capitalized terms used but not otherwise defined in this announcement shall have the meanings given to them in the Offer to Purchase.

The table below sets forth information with respect to the Notes and the Offer to Purchase.

Fixed Rate Notes

ISINs


CUSIP
Number


Title of Security


Maturity Date


Principal Amount Outstanding


Reference U.S. Treasury Security


Bloomberg Reference Page


Repurchase Spread


Early Tender Payment (1)(2)

US62914AAB89 (Rule 144A)/
XS0470811497 (Regulation S)


62914AAB8
(Rule 144A)


U.S.$2,000,000,000 Fixed Rate Notes due 2014 issued by NIBC and guaranteed by the State of The Netherlands


December 2, 2014


U.S.$2,000,000,000


0.25% U.S. Treasury due January 31, 2015


FIT1


10 basis points


U.S.$10

Floating Rate Notes

ISINs


CUSIP Number


Title of Security


Maturity Date



Principal Amount Outstanding


Total Consideration (1)


Early Tender Payment(1)(2)

US62914AAA07 (Rule 144A)/
XS0470810259 (Regulation S)


62914AAA0 (Rule 144A)


U.S.$1,000,000,000 Floating Rate Notes due 2014 issued by NIBC and guaranteed by the State of The Netherlands


December 2, 2014



U.S.$1,000,000,000


U.S.$1,006


U.S.$10

 

Notes:


(1)         Per U.S.$1,000 principal amount of Notes (as defined below) validly tendered and accepted for purchase. Does not include Accrued Interest (as defined below), which will be paid on Notes accepted for purchase.

(2)         Included in the Total Consideration for Notes validly tendered and not validly withdrawn in the Offer at or prior to the Early Tender Time (each as defined below).

 

The Offer will expire at 11:59 p.m., New York City time, on March 5, 2013, unless extended or earlier terminated by NIBC in its sole discretion (such time, as the same may be extended, the "Expiration Time"). Holders of Notes who validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on February 19, 2013 (such date and time, as the same may be extended, the "Early Tender Time") will be eligible to receive the Total Consideration (as defined below). Holders of Notes who validly tender their notes after the Early Tender Time but at or prior to the Expiration Time will only be eligible to receive the applicable Tender Offer Consideration (as defined below) for their Notes.

The "Total Consideration" for each U.S.$1,000 principal amount of the Fixed Rate Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time in the Offer and accepted for purchase pursuant to the Offer will be determined in the manner described in the Offer to Purchase by reference to the sum of (i) a repurchase spread specified in the table above and (ii) the yield based on the bid-side price of the U.S. Treasury Security specified in the table above as reported on the Bloomberg Reference Page FIT1, at or around 10:00 a.m., New York City time, on February 20, 2013. The Total Consideration includes an Early Tender Payment of U.S.$10 per U.S.$1,000 principal amount of Notes .

The "Total Consideration" for each U.S.$1,000 principal amount of Floating Rate Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time in the Offer and accepted for purchase pursuant to the Offer will be U.S.$1,006 per U.S.$1,000 principal amount of Floating Rate Notes tendered (and, for the avoidance of doubt, includes an Early Tender Payment).

Holders will also be eligible to receive accrued and unpaid interest from and including the most recent interest payment date for the Notes to, but not including, the settlement date for the Notes accepted in the Offer. The settlement date for Notes accepted for purchase after the Expiration Time, and is expected to be March 7, 2013.

The Issuer is under no obligation to accept for purchase any Notes tendered under the Offer. NIBC expressly reserves the right, in its sole discretion, to refuse or delay acceptance of tenders of Notes in the Offer in order to comply with applicable laws. Notes which have not been validly accepted by NIBC pursuant to the Offer remain outstanding subject to the terms and conditions of such Notes.

In connection with the Offer, the Issuer has retained Citigroup Global Markets Limited and The Royal Bank of Scotland plc to act on its behalf as Dealer Managers, Global Bondholder Services Corporation to act as U.S. Depositary and Information Agent and Lucid Issuer Services Limited to act as Non-U.S. Depositary and Information Agent.

For additional information regarding the terms of the Offer, please contact: Citigroup Global Markets Limited at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, Attention: Liability Management Group, or by telephone at +44 207 986 8969 or within the U.S. at (800) 558-3745 or (212) 723-6106 or email at liabilitymanagement.europe@citi.com, or RBS Securities Inc., 600 Washington Boulevard, Stamford, CT 06901, United States, Attention: Liability Management Team, or by telephone at +44 207 085 8056/9972 or within the U.S. at (877) 297-9832 or (203) 897-4825.

Requests for documents and questions regarding the tender of Notes may be directed to Global Bondholder Services Corporation, 65 Broadway – Suite 404, New York, New York 10006, United States, Attention: Corporate Actions, or by telephone at (866)-387-1500, Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP, United Kingdom, Attention: Paul Kamminga, or by telephone at +44 20 7704 0880 or email at nibc@lucid-is.com.

DISCLAIMER

This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this announcement is qualified by reference to the Offer to Purchase. This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offer.

If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes in the Offer. None of the Issuer, the Dealer Managers, the U.S. Depositary and Information Agent or the Non-U.S. Depositary and Information Agent nor any of their respective directors, officers, employees or affiliates makes any recommendation as to whether Noteholders should tender Notes in the Offer. The Dealer Managers do not take responsibility for the contents of this announcement and none of the Dealer Managers, the U.S. Depositary and Information Agent or the Non-U.S. Depositary and Information Agent is making any recommendation as to whether or not any Noteholder should tender Notes in response to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Offer to Purchase 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 or blue sky 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 and/or the Offer to Purchase comes are required by each of the Issuer, the Dealer Managers, the U.S. Depositary and Information Agent and the Non-U.S. Depositary and Information Agent to inform themselves about, and to observe, any such restrictions.

France

The Offer is not being made, directly or indirectly, to the public in France. Neither this announcement nor the Offer to Purchase nor any other documents or offering materials relating to the Offer have been distributed or caused to be distributed and will not be distributed or caused to 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), (ii) qualified investors (investisseurs qualifies), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles  L.411-2 and D.411-1 of the French Code monetaire et financier and/or (iii) the other legal entities referred to in Articles L.341-2 1 and D.341-1 of the French Code monetaire et financier, are eligible to participate in the Offer. None of this announcement, the Offer to Purchase or any other documents or offering materials relating to the Offer has been or will be submitted to the clearance procedures (visa) of nor approved by the Autorite des marches financiers.

Italy

None of this announcement, Offer to Purchase or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Societa 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 Notes that are resident or located in Italy can tender Notes through authorized 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. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations and 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 Notes or the Offer.

United Kingdom

The communication of this announcement, Offer to Purchase and any other documents or materials relating to the Offer is not being made by, and such documents and/or materials have not been approved by, an "authorised person" for 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 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43 of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.

Profile of NIBC

NIBC is the bank of choice for decisive financial moments. Our Corporate Banking activities offer a combination of advice, financing and co-investment in the sectors Food, Agri & Retail, Industries & Manufacturing, Infrastructure & Renewables, Commercial Real Estate, Oil & Gas Services, Shipping & Intermodal and Technology, Media & Services. Consumer Banking offers residential mortgages and online retail saving deposits via NIBC Direct in the Netherlands, Belgium and Germany. Headquartered in The Hague, NIBC also has offices in Brussels, Frankfurt, London and Singapore.

            

SOURCE NIBC



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