SKANDINAVISKA ENSKILDA BANKEN AB (publ) ANNOUNC...
16 June 2009
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (SEE OFFER
AND DISTRIBUTION RESTRICTIONS BELOW)
Skandinaviska Enskilda Banken AB (publ) (the Bank) today announces
its invitation to the holders of its outstanding £500,000,000
Perpetual Step-up Subordinated Fixed and Floating Rate Instruments
(the Perpetual Step-up Instruments) and £375,000,000 Fixed to
Floating Rate Undated Subordinated Instruments (the Undated
Subordinated Instruments and, together, the Notes) to tender their
Notes for purchase by the Bank for cash (each such invitation, an
Offer). The offers are made on the terms and subject to the
conditions set out in the Tender Offer Memorandum dated 16 June 2009
(the Tender Offer Memorandum).
The purpose of the Offers is to create additional Core Tier 1 capital
in the capital structure of the Bank in order to improve and to
strengthen the quality of its capital base without materially
affecting its capital position from both a regulatory and a rating
agency perspective.
Outstanding First Maximum
nominal call Purchase Acceptance
ISINs/Common Codes amount dates Price Amount
Perpetual XS0237655435/023765543 £500,000,000 9
Step-up December
Instruments 2010 Up to
Undated XS0276252581/027625258 £375,000,000 Interest £400,000,000
Subordinated Payment in aggregate
Instruments Date 75 per nominal
falling cent. amount of
on or the Notes
nearest tendered for
to 28 purchase
November
2011
Copies of the Tender Offer Memorandum are available from the Managers
and the Tender Agent as set out below. Capitalised terms used in
this announcement but not defined have the meanings given to them in
the Tender Offer Memorandum.
Details of the Offers
The Bank will pay a cash purchase price of 75 per cent. of the
nominal amount of the Notes (the Purchase Price) validly tendered and
accepted for purchase pursuant to the relevant Offer.
If the Bank decides to accept for purchase valid tenders of Notes
pursuant to either or both of the Offers, the Bank proposes to accept
for purchase up to £400,000,000 in aggregate nominal amount of such
Notes (the Maximum Acceptance Amount). The Bank will determine, in
its sole discretion, the aggregate nominal amount (if any) of the
Notes of each series it will accept for purchase pursuant to the
relevant Offer (each a Series Acceptance Amount) on the Business Day
following the Expiration Deadline and the outcome of such
determinations will be announced as soon as reasonably practicable
after they are made.
The Bank will also pay an Accrued Interest Payment in respect of
Notes accepted for purchase pursuant to the Offers.
Tender Instructions
In order to participate in an Offer, Noteholders must validly tender
their Notes for purchase by delivering, or arranging to have
delivered on their behalf, a valid Tender Instruction that is
received by the Tender Agent by 4.00 p.m. (London time) on 23 June
2009 (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Scaling
If the aggregate nominal amount of Notes of a series validly tendered
pursuant to the relevant Offer is greater than the Series Acceptance
Amount for that Series, the Bank intends to accept such Notes for
purchase on a pro rata basis such that the aggregate nominal amount
of such Notes accepted for purchase (if any) is no greater than such
Series Acceptance Amount. Please refer to the Tender Offer
Memorandum for further details.
Indicative Offer Timetable
Events Times and Dates
Offers announced Tuesday, 16 June 2009
4.00 p.m. (London time) on
Expiration Deadline Tuesday, 23 June 2009
Final deadline for receipt of valid Tender
Instructions by the Tender Agent.
Announcement of Offer Results On the Business Day
Announcement of whether the Bank will following the above
accept valid tenders of Notes for purchase Expiration Deadline
pursuant to either or both of the Offers
and, if so accepted, each Series
Acceptance Amount and any Scaling Factor.
Settlement Date No later than the fifth
Expected settlement date for the Offers. Business Day following the
Expiration Deadline.
The Bank may, in its sole discretion, extend, re-open, amend, waive
any condition of or terminate either Offer at any time (subject to
applicable law and as provided in the Tender Offer Memorandum) and
the above times and dates are subject to the right of the Bank to so
extend, re-open, amend and/or terminate the Offers.
Noteholders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes whether such
intermediary needs to receive instructions from a Noteholder before
the deadlines set out above in order for that Noteholder to be able
to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate in,
the Offers. The deadlines set by each Clearing System for the
submission of Tender Instructions will also be earlier than the
relevant deadlines above.
Unless stated otherwise, announcements in connection with the Offers
will be made through RNS. Such announcements may also be found on
the relevant Reuters International Insider Screen and be made by (i)
the issue of a press release to a Notifying News Service and (ii) the
delivery of notices to the Clearing Systems for communication to
Direct Participants. Significant delays may be experienced where
notices are delivered to the Clearing Systems and Noteholders are
urged to contact the Tender Agent for the relevant announcements
during the course of the Offers. In addition, holders of Notes may
contact the Managers for information. The contact details of the
Tender Agent and the Managers are set out below.
Noteholders are advised to read carefully the Tender Offer Memorandum
for full details of and information on the procedures for
participating in the Offers.
HSBC Bank Plc and UBS Limited are acting as Dealer Managers, the Bank
is acting as Co-Dealer Manager and Lucid Issuer Services Limited is
acting as the Tender Agent. The Tender Agent is the agent of the
Bank and the Tender Agent owes no duty to any Noteholder.
Questions and requests for assistance in connection with the Offers
may be directed to any of the Managers.
Dealer Managers
HSBC Bank plc UBS Limited
8 Canada Square 1 Finsbury Avenue
London E14 5HQ London EC2M 2PP
United Kingdom United Kingdom
Telephone: +44 20 7991 5874 Telephone: +44 20 7567 0525
Attention: Andrew Montgomery Attention: Liability
Email: liability.management@hsbcib.com Management Group - Mark T
Watkins
Email: mark-t.watkins@ubs.com
Co-Dealer Manager
Skandinaviska Enskilda Banken AB (publ)
Kungsträdgårdsgatan 8
SE-106 40 Stockholm
Kingdom of Sweden
Telephone: +46 8 506 23 218
Attention: Peter Swärd
Email: peter.sward@seb.se
Questions and requests for assistance in connection with the delivery
of Tender Instructions may be directed to the Tender Agent.
Tender Agent
Lucid Issuer Services Limited
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 20 7704 0880
Fax: +44 20 7067 9098
Attention: David Shilson, Yves Theis
email: seb@lucid-is.com
Disclaimer: This announcement must be read in conjunction with the
Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offers. If
you have any doubt as to the action you should take, you are
recommended to seek your own financial advice, including in respect
of any tax consequences, immediately from your stockbroker, bank
manager, solicitor, 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
tender Notes in the Offer. None of the Managers, the Tender Agent or
the Bank makes any recommendation as to whether holders of Notes
should tender Notes for purchase pursuant to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
United States
The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of this announcement
and the Tender Offer Memorandum and any other documents or materials
relating to the Offers are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees)
in or into the United States and the Notes cannot be tendered in the
Offers by any such use, means, instrumentality or facility or from
within the United States. Any purported tender of Notes resulting
directly or indirectly from a violation of these restrictions will be
invalid and any purported tender of Notes made by a person located in
the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will
not be accepted.
Each holder of Notes participating in an Offer will represent that it
is not located in the United States and is not participating in such
Offer from the United States or it is acting on a non-discretionary
basis for a principal located outside the United States that is not
giving an order to participate in such Offer from the United States.
For the purposes of this and the above paragraph, United States means
United States of America, its territories and possessions, any state
of the United States of America and the District of Columbia.
Italy
The Offers are not being made, directly or indirectly, in the
Republic of Italy (Italy). The Offers and this Tender Offer
Memorandum have not been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to
Italian laws and regulations. Accordingly, holders of Notes are
notified that, to the extent such holders are located or resident in
Italy, the Offers are not available to them and they may not tender
Notes for purchase pursuant to the Offers and, as such, any Tender
Instructions received from or on behalf of such persons shall be
ineffective and void, and neither this Tender Offer Memorandum nor
any other documents or materials relating to the Offers or the Notes
may be distributed or made available in Italy.
Other
United Kingdom (investment professionals and persons within Article
43 or otherwise of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 only / Belgium (qualified investors)
/ France (certain qualified investors and providers of investment
services relating to portfolio management for the account of third
parties, other than individuals).
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