(RNS) DEPFA Bank PLC IRSH Invitation to Holders
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DEPFA Bank PLC IRSH Invitation to Holders
2012-11-20 08:20:36.746 GMT
DEPFA Bank PLC (IRSH) - Invitation to Holders
RNS Number : 5378R
DEPFA Bank PLC
20 November 2012
20 November 2012
DEPFA BANK PLC ANNOUNCES A CONSENT SOLICITATION IN RELATION TO THE PREFERRED
SECURITIES ISSUED BY DEPFA FUNDING II LP, DEPFA FUNDING III LP AND DEPFA
FUNDING IV LP
DEPFA BANK plc (the General Partner) today announced its invitation to holders
(the Holders) of its:
1. €400,000,000 6.50 per cent. Guaranteed Non-voting Non-cumulative
Perpetual Preferred Securities issued by DEPFA Funding II LP (ISIN:
XS0178243332; the LP2 Securities);
2. €300,000,000 Fixed Rate/Variable Rate Guaranteed Non-voting
Non-cumulative Perpetual Preferred Securities issued by DEPFA Funding III LP
(ISIN: DE000A0E5U85; the LP3 Securities); and
3. €500,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting
Non-cumulative Perpetual Preferred Securities issued by DEPFA Funding IV LP
(ISIN: XS0291655727; the LP4 Securities and together with the LP2 Securities
and the LP3 Securities, the Securities, and each a Security),
each having the benefit of a subordinated guarantee (each a Subordinated
Guarantee) by DEPFA BANK plc, to approve:
(i) the redemption of each Security at a price of €290 per €1,000 in
Liquidation Preference of each Security and corresponding termination of the
relevant Subordinated Guarantee; and
(ii) the removal of the dividend and capital stopper relating to each
Security,
all as more fully described in the consent solicitation memorandum dated 20
November 2012 (the Consent Solicitation Memorandum) (in respect of each series
of Securities the relevant Proposal, each a Proposal and together the
Proposals). No payment will be made in respect of accrued distributions on
any of the Securities.
Capitalised terms used but not otherwise defined in this announcement shall
have the meaning given to them in the Consent Solicitation Memorandum.
Background to the Proposals
The rationale for (i) proposing the adoption of the Proposals and (ii) subject
to such adoption, the redemption of the Securities shortly after the adoption
of the Proposals (collectively, the Transaction) is to create additional core
tier 1 capital and strengthen the quality of the capital base of the General
Partner notwithstanding that the total capital of the General Partner will be
reduced by the Transaction. The Securities currently trade at a significant
discount compared to their initial issue price. The aim of the Transaction is
to enable the General Partner to realise the value of the difference between
the proposed redemption price of the Securities and the par value of the
Securities by redeeming the Securities and, in this way, optimising and
simplifying the capital structure of the General Partner.
In summary, the Transaction is a voluntary, market-based approach which
affords a choice to Holders to exit their positions and reflects the
distressed nature of the Securities with the primary objective of optimising
and simplifying the General Partner's capital base.
The Proposal
The General Partner is inviting Holders, by resolution pursuant to the
Conditions of the relevant Securities to approve (i) the redemption of each
Security at a price of €290 per €1,000 in Liquidation Preference of each
Security and corresponding termination of the relevant Subordinated Guarantee
and (ii) the removal of the dividend and capital stopper relating to each
Security, all as more fully described in the Consent Solicitation Memorandum.
No payment will be made in respect of accrued distributions on any of the
Securities.
Assuming the passing of the resolutions, the relevant Proposal will be binding
on all Holders, including those Holders that do not accept the relevant
Proposal.
Consent Fee
If all the resolutions are passed in respect of each and every series of
Securities, and not otherwise, the General Partner will, on the redemption
date of the relevant Securities, pay, in addition to the redemption price, in
accordance with the provisions of the relevant Agency Agreement, to those
holders of the Securities from whom valid Electronic Voting Instructions in
favour of the relevant Proposal are received by the Tabulation Agent before
the Consent Fee Deadline (and not revoked) a consent fee of an amount of €10
for each €1,000 in Liquidation Preference of the Securities (the Consent Fee)
the subject of such Electronic Voting Instructions. The relevant Consent Fee
will be paid to the relevant Direct Participants' cash accounts in Euroclear,
Clearstream, Luxembourg or Clearstream, Frankfurt, as the case may be, and not
otherwise. The relevant Consent Fee will be paid to Holders' that approve the
relevant Proposal provided that all the resolutions are passed in respect of
all of the Proposals. Only Holders that deliver, or arrange to have delivered
on their behalf, valid Electronic Voting Instructions in favour of the
Proposal will be eligible to receive the relevant Consent Fee. If all the
resolutions are not passed in respect of each and every series of Securities,
no resolutions will be implemented by the General Partner and no Consent Fee
will be paid to any Holder.
Meetings of Noteholders
The Meetings of Holders of each Security, at which the resolutions to approve
the Proposals will be considered and, if thought fit, passed, will each be
held at the offices of Linklaters, One Silk Street, London EC2Y 8HQ, United
Kingdom at 10.00 a.m. (London time) on 20 December 2012 (in respect of the LP2
Securities), 10.15 a.m. (London time) on 20 December 2012 (in respect of the
LP3 Securities) and 10.30 a.m. (London time) on 20 December 2012 (in respect
of the LP4 Securities).
Unless all resolutions are passed for each and every series of Securities, no
resolutions will be implemented by the General Partner. Assuming the passing
of the resolutions, the relevant Proposal will be binding on all Holders,
including those Holders that do not accept the relevant Proposal.
Expected timetable
THE FOLLOWING TABLE SETS OUT THE EXPECTED DATES AND TIMES OF THE KEY EVENTS
RELATING TO THE PROPOSALS. THE TIMES AND DATES BELOW ARE INDICATIVE ONLY AND
ARE SUBJECT TO CHANGE, INCLUDING (WITHOUT LIMITATION) IF ANY MEETING IS
ADJOURNED.
ALL TIMES ARE LONDON TIME UNLESS OTHERWISE SPECIFIED.
Event 2012
Announcement of the Consent Solicitation
Announcement of the Consent Solicitation 20 November
Delivery of Consent Solicitation Memorandum to the 20 November
Clearing Systems for communication to Direct
Participants and publication by the General Partner
of the relevant Notice and this Announcement:
- on the website of the Luxembourg
Stock Exchange with a copy of such Notice being
provided to Euronext Amsterdam (in respect of the
LP2 Securities);
- in the corporate register
(Unternehmensregister) kept with the Federal Gazette
(Bundesanzeiger) with a copy of such Notice being
provided to each of the Frankfurt Stock Exchange and
Euronext Amsterdam (in respect of the LP3
Securities); and
- via the Company Announcements Office
of the Irish Stock Exchange (in respect of the LP4
Securities).
Consent Solicitation Memorandum available at the 20 November
offices of the Tabulation Agent (copies of which are
obtainable, upon request, free of charge).
Publication of Notices
Delivery of the relevant Notice in the manner set From 20 November
out in the Conditions of the relevant Securities:
- in respect of the LP2 Securities, by
post to the holder of record (being, as at the date
hereof, The Bank of New York Depository (Nominees)
Limited) and by publication on the website of the
Luxembourg Stock Exchange and in one English
language newspaper of general circulation in Europe;
- in respect of the LP3 Securities, by
post to the holder of record (being, as at the date
hereof, BT Globenet Nominees Limited); and
- in respect of the LP4 Securities, by
post to the holder of record (being, as at the date
hereof, BT Globenet Nominees Limited) and via the
Company Announcements Office of the Irish Stock
Exchange.
Consent Fee Deadline and Final Voting Deadline
Latest time and date for receipt by the Tabulation End of the day (i.e.
Agent through the Clearing Systems of valid midnight) (New York time)
Electronic Voting Instructions in favour of the on 18 December
relevant Proposal for the relevant Holders to be
eligible for the Consent Fee (after such time the
Electronic Voting Instructions are irrevocable)
Latest time for obtaining a voting certificate from
a relevant Paying Agent to attend and vote at the
relevant Meeting in person or for voting
instructions to be given otherwise or for the
revocation of Electronic Voting Instructions (other
than for Holders eligible for the Consent Fee, as
such Holders' Electronic Voting Instructions are
irrevocable)
Meeting
Time and date of the Meetings 10.00 a.m. on 20 December
2012
(which will also be the Approval Date in respect of (the LP2 Securities)
the relevant Proposal, assuming the relevant
resolution is passed at the Meeting) 10.15 a.m. on 20 December
2012
(the LP3 Securities)
10.30 a.m. on 20 December
2012
(the LP4 Securities)
Announcement and Publication of Meeting Results
Announcement of the results of the relevant Meeting As soon as possible after
the relevant Meeting
Delivery of notice of such results to the Clearing As soon as possible after
Systems for communication to Direct Participants and the relevant Meeting
publication as otherwise contemplated for each
series of Securities as set out in "Announcement of
the Consent Solicitation" and "Publication of
Notices" above
Redemption of Preferred Securities and Payment of
Consent Fee if all resolutions are Passed
Redemption of Preferred Securities and payment of One TARGET Business Day
relevant Consent Fee following the
Implementation Date
All references in this announcement to times are to London time, unless
otherwise stated. The above times and dates are indicative only and will
depend, among other things, on timely receipt (and non-revocation) of
instructions and the passing of the resolutions.
In relation to the delivery or revocation of Electronic Voting Instructions or
obtaining voting certificates or otherwise making arrangements for the giving
of voting instructions, in each case, through the Clearing Systems, Holders
holding Securities in Euroclear, Clearstream, Luxembourg or Clearstream,
Frankfurt should note the particular practice and policy of the relevant
Clearing System, including any earlier deadlines set by such Clearing System.
Unless otherwise stated, all announcements will be made by the General Partner
by the issue of a press release to a Notifying News Service. Copies of all
announcements, notices and press releases can also be obtained from the
Tabulation Agent and the relevant Paying Agent, the contact details for which
appear below. In addition, Holders may contact the Consent Co-ordinator for
information on the telephone numbers below.
Holders are advised to refer to the Consent Solicitation Memorandum and the
relevant Notice of Meetings for meanings of defined terms in this
announcement, the full terms of the Proposals and the procedures related
thereto.
CONSENT CO-ORDINATOR
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
For information by telephone: +44 20 7134 2468
Email:
[email protected]
Attention: FIG Syndicate
TABULATION AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
For information by telephone: +44 20 7704 0880
Attention: Yves Theis / Paul Kamminga
Email:
[email protected]
PAYING AGENTS IN RESPECT OF THE FOLLOWING SECURITIES
THE LP2 SECURITIES THE LP3 SECURITIES AND THE LP4
SECURITIES
The Bank of New York Mellon Deutsche Bank AG
One Canada Square Grosse Gallusstrasse 10-14
London E14 5AL Frankfurt am Main
DISCLAIMER:
This announcement must be read in conjunction with the Consent Solicitation
Memorandum. The Consent Solicitation Memorandum contains important
information which should be read carefully before any decision is made with
respect to the Proposal. If any Holder is in doubt as to the action it should
take, it is recommended to seek its own financial advice, including in respect
of any tax consequences, immediately from its stockbroker, bank manager,
solicitor, accountant, tax adviser or other independent financial adviser. Any
individual or company whose Securities are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must contact such
entity if it wishes to vote in respect of the Proposal. None of the General
Partner, the Consent Co-ordinator, the Tabulation Agent or any of the Paying
Agents makes any recommendation as to whether or not or how beneficial owners
of Securities should vote in respect of the Proposal.
The distribution of this announcement and the Consent Solicitation Memorandum
in certain jurisdictions may be restricted by law and persons into whose
possession this announcement and the Consent Solicitation Memorandum comes are
requested 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ISEVBLBLLFFFFBK -0- Nov/20/2012 08:20 GMT
, non è legale quel meccanismo, se poi è previsto dal prospetto è un altro conto
