Leggendo meglio il board dei Fools, ho visto che sono delle OPA un po' coercitive. Chi aderisce all'OPA automaticamente dà il proprio consenso affinchè venga cambiato il regolamento delle Notes e dà la possibilità all'emittente di rimborsare tutte le Notes in circolazione al prezzo dell'OPA.
Se l'OPA di B&B e NR raggiungesse un determinato quorum, l'emittente avrebbe la facoltà di rimorsare tutte le Notes al prezzo di OPA (e non a zero, come quei ladroni irlandesi).
Urta molto il carattere coercitivo dell'OPA (raggiunto il quorum, vengono rimborsate tutte le Notes e non solo quelle portate in OPA), anche se c'è da dire che:
(i) i prezzi dei T1 sono 40+ e i T2 60+ (per due banche decotte)
(ii) lo squeeze out avviene allo stesso prezzo d'OPA (e non a zero)
Details of the Proposals
B&B has also separately invited all holders of each Series of the Subordinated Notes to approve, among other things, certain modifications to the Conditions of the relevant Series of Subordinated Notes to insert the relevant Subordinated Note Purchase Option. The General Partner has also separately invited the holders of the Preferred Securities to approve certain modifications to the Limited Partnership Agreement establishing the Issuer to insert the relevant Purchase Option. Pursuant to each Purchase Option, B&B will have the option to purchase all, but not some only, of the Tender Securities of the relevant Series remaining (if any) on settlement of the relevant Offer at an optional purchase price equal to (a) in the case of the Subordinated Notes, the relevant Purchase Price for such Series and (b) in the case of the Preferred Securities, £610 per £1,000 of limited partnership interest represented by the relevant Preferred Securities plus Accrued Distributions in respect of such Preferred Securities. In respect of the Subordinated Notes, no accrued interest or arrears of interest will be payable in respect of any such Subordinated Notes purchased pursuant to the relevant Purchase Option.
Notices (together the Notices) of separate meetings (together the Meetings) of the holders of the Tender Securities of each Series have been published on the date of this announcement.
The Meetings will each be held at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY, United Kingdom on 15 December 2011, in each case at the time specified in the Notices.
At each Meeting, the holders of the relevant Series will be asked to consider and, if thought fit, pass, in the case of the Subordinated Notes, an extraordinary resolution or, in the case of the Preferred Securities, a resolution, as set out in the relevant Notice (each a Resolution), which will provide, among other things, the necessary authorisation to enable the implementation of the relevant Proposal.
Any Holder who does not wish, or is not able, to tender its Tender Securities for purchase pursuant to the relevant Offer may be eligible to receive an amount equal to (a) in the case of the Subordinated Notes, 2.00 per cent. of the principal amount outstanding of such Subordinated Notes or (b) in the case of the Preferred Securities, £20 per £1,000 of limited partnership interest represented by the Preferred Securities held by them (the Voting Fees).
In order to be eligible to receive the relevant Voting Fee, such Holders must deliver, or arrange to have delivered on their behalf, a valid Voting Only Instruction in respect of the relevant Proposal, specifying whether the relevant Holder wishes the votes attributable to its Tender Securities to be voted in favour of or against such Proposal, that is received by the Tender and Information Agent by (a) in the case of any such Holder that is a Retail Investor and confirms in the relevant Voting Only Instruction that it is a Retail Investor, 10.00 a.m. (London time) on 13 December 2011 or (b) in the case of any such Holder that does not confirm in the relevant Voting Only Instruction that it is a Retail Investor, 4.00 p.m. (London time) on 30 November 2011.
Where payable, the Voting Fees will be paid by B&B in the circumstances described in the relevant Tender Offer Memoranda to relevant Holders on the relevant Settlement Date in the same manner as the payment of the relevant Purchase Price is made to eligible Holders (subject to the right of B&B to amend such date of payment to follow any adjourned Meeting, if required, and otherwise as set out in the Tender Offer Memoranda).
By submitting a Tender Instruction in respect of the relevant Offer or submitting a Voting Only Instruction in respect of the relevant Proposal, Holders will give instructions for the appointment of a representative as their proxy to vote (i) in the case of Tender Instructions, in favour of, or (ii) in the case of Voting Only Instructions, in favour of or against (as specified in the relevant Voting Only Instruction) the relevant Resolution at the relevant Meeting. It will not be possible to validly tender Tender Securities in the Offers or to validly submit Voting Only Instructions in the Proposals without at the same time giving such instructions.
