Tender Offer and Consent Solicitation

Ulster Bank Ireland DAC

25 October 2023

 

Company name: Ulster Bank Ireland DAC

Headline: Tender Offer and Consent Solicitation

Legal Entity Identifier: 635400KQIMALJ4XLAD78

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AND THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

Ulster Bank Ireland DAC

(incorporated in Ireland as a designated activity company limited by shares, company number 25766)

EXTENSION OF TENDER OFFER AND CONSENT SOLICITATION

On 13 September 2023, Ulster Bank Ireland DAC (the "Issuer") announced invitations to holders of its outstanding STG £5,000,000 Floating Rate Subordinated Bonds (the "Bonds") to tender any or all of the Bonds for purchase by the Issuer for cash subject to the conditions described in the tender offer and consent solicitation memorandum dated 13 September 2023 (the "Memorandum") (such invitation, the "Offer"), including in the case of the Offer, the offer and distribution restrictions described below and set out more fully in the Memorandum.

Copies of the Memorandum are available from the Registrar as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Memorandum.

Description of Bonds	ISIN	Principal Amount Outstanding	Purchase Price(1)	Redemption Price(1)	Amount subject to the Offer
STG £5,000,000 Floating Rate Subordinated Bonds	IE0004325282	STG £1,148,000	112.5 per cent.	112.5 per cent.	Any and all

Notes:

⁽¹⁾                    Expressed as a percentage applicable to the Bonds (not including accrued interest). For further details on the amounts payable to Bondholders see "Total amount payable to Bondholders" below.

Consent Solicitation

In conjunction with the Offer, pursuant to a notice of meeting dated 13 September 2023, the Bondholders were invited to consent to certain modifications to the terms and conditions of the Bonds to provide for the redemption of any of the Bonds of that are not purchased pursuant to the Offer at the Redemption Price (which is equivalent to the corresponding Purchase Price offered by the Issuer pursuant to the Offer) plus the Accrued Interest Payment, all as proposed by the Issuer for approval in the form of the Resolution at the meeting of the Bondholders (the "Meeting") (the "Proposal").

The Meeting was held at 10.00 a.m. (London time) on 25 October 2023 but was adjourned for want of quorum. For further information in respect of the adjourned Meeting, please see the Notice of Adjourned Meeting to be given to Bondholders by the Issuer today in accordance with the Conditions (by delivery by post to the Bondholders shown on the Register on the Record Date). Such notice has also been published on the website of Euronext Dublin and via RNS. If the Proposal is successful, the expected settlement date for the Bonds that are not purchased pursuant to the Offer is expected to be 22 November 2023. As of 1.00 p.m. (London time) on 23 October 2023, the Tender Instructions and Voting Only Instructions received were all in favour of the Resolution.

Extension of Expiration Deadline

The Issuer has determined that the Expiration Deadline will be extended to 1.00 p.m. (London time) on 13 November 2023, unless (in respect of the Offer only) extended, withdrawn or terminated at the sole discretion of the Issuer. The Settlement Date is expected to be 22 November 2023.

All references to the "Expiration Deadline" and the "Settlement Date" in this announcement and the Memorandum shall be to the relevant date set out in this announcement.

Bondholders who have already validly submitted a Tender Instruction or Voting Only Instruction do not need to take any further action.

Custodians, direct participants and clearing systems will have earlier deadlines for receiving instructions prior to the Expiration Deadline and holders should contact the intermediary through which they hold their Bonds as soon as possible to ensure proper and timely delivery of instructions.

Indicative Timetable

This is an indicative timetable showing one possible outcome for the timing of the Offer and the Proposal based on the dates in the Memorandum and, in respect of the Proposal, assuming that the Resolution is passed.

Date	Number of Calendar Days from and including Launch	Action
25 October 2023	Day 43	Notice of adjourned Meeting Notice of adjourned Meeting delivered by post. Notice of adjourned Meeting published on the website of Euronext Dublin, via RNS.
13 November 2023 1:00 p.m., London time	Day 62	Expiration Deadline In respect of Bondholders participating in an Offer and the related Proposal: Deadline for receipt by the Registrar of valid Tender Instructions in order for Bondholders to elect to participate in the Offer. (1) In respect of Bondholders participating in the Proposal only: Deadline for receipt by the Registrar of Voting Only Instructions either (i) appointing the Chairperson of the Meeting or any other person to attend and vote at the Meeting on a Bondholder's behalf, or (ii) requesting details of how to attend and vote at the Meeting (in accordance with the terms of the Memorandum). Bondholders who have already validly submitted a Tender Instruction or Voting Only Instruction do not need to take any further action.
15 November 2023 10:00 a.m., London time	Day 64	Adjourned Meeting
As soon as reasonably practicable after the adjourned Meeting	Day 64	Announcement of Result of adjourned Meeting and Offer Results and execution of Amendment Deed Announcement of the result of the adjourned Meeting, whether the Issuer will accept valid tenders of Bonds pursuant to the Offer and the final aggregate nominal amount of Bonds accepted for purchase (if any) and, if the Resolution is passed, execution of Amendment Deed to implement such Resolution.
22 November 2023	Day 71	Settlement Date Expected settlement date for the Offer (regardless of whether or not the Proposal was implemented at the adjourned Meeting). If the Resolution is passed at the adjourned Meeting, expected redemption of all Bonds that are not purchased pursuant to the Offer and also all Bonds that are purchased pursuant to the Offer.

Note:

⁽¹⁾                   Bondholders who have lost their certificate(s) should notify the Registrar by telephone [phone]) or write to the Registrar at Computershare Investor Services (Ireland) Limited, Citywest Business Campus, Dublin 24, D24 AK82, Ireland requesting a letter of indemnity for the lost certificate(s). When completed in accordance with the instructions given by the Registrar, Bondholders should return the letter of indemnity to the Registrar at the above address together with the completed Tender Instruction by not later than the Expiration Deadline.

                       Bondholders should ensure that the Registrar has the correct mailing address for them and contact the Registrar if any updates need to be made.

The above times and dates in respect of the Offer are subject to the right of the Issuer to extend, re-open, amend, and/or terminate the Offer (subject to applicable law and as provided in the Memorandum).

Further Information

Any questions about (i) the Offer and the Proposal may be directed to the Dealer Manager or (ii) the delivery of Tender Instructions or Voting Only Instructions may be directed to the Registrar, on behalf of the Issuer, in each case, at the relevant contact details provided below. Any questions or requests for assistance in connection with the delivery of a Tender Instruction or Voting Only Instruction or arrangements for attending and voting at the Meeting in person, or requests for additional copies of the Memorandum or related documents (which may be obtained free of charge, subject to any applicable distribution restrictions), may also be directed to the Registrar at the telephone number provided below.

Before making a decision with respect to the Offer and the Proposal, Bondholders should carefully consider all of the information in the Memorandum and, in particular, the section entitled "Questions and Answers about the Offers and the Proposals" and the risk factors described in the section entitled "Risk Factors and Other Considerations".

Unless stated otherwise, notices and announcements in connection with the Offer and the Proposal will be made by publication on the website of Euronext Dublin and via RNS. Copies of all such notices and announcements can also be obtained from the Registrar, the contact details for whom are below. In addition, Bondholders may contact the Dealer Manager for information using the contact details below.

Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary is advised to check with that intermediary when it needs to receive instructions in order for such individual or company to be able to participate in, or revoke its Voting Only Instruction or (in the limited circumstances in which revocation is permitted) its Tender Instruction. The deadlines set by any intermediary will be earlier than the deadlines specified in this announcement.

For information on submitting a Tender Instruction see "Procedures for Participating in the Offers and the Proposals" in the Memorandum and for information on submitting a Voting Only Instruction see the relevant Notice of Meeting.

Market Abuse Regulation

This announcement is released by the Issuer and contains information in relation to the Bonds that qualified as inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 ("MAR") and MAR as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("UK MAR"), encompassing information relating to the Bonds. For the purposes of MAR, UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (the "MAR Implementing Regulation") and the MAR Implementing Regulation as it forms part of domestic law of the United Kingdom by virtue of the EUWA, this announcement is made by John Webb, Group Treasurer of the Issuer.

This announcement is given by Ulster Bank Ireland DAC.

Bondholders should contact the following for further information in respect of the Offer and the Proposal:

The Sole Dealer Manager

NatWest Markets Plc

250 Bishopsgate

London EC2M 4AA

United Kingdom

Telephone: [phone] (for Bondholders not in France) / [phone] (for Bondholders in France)

Email: [e-mail]   

Attention: Liability Management

In the event that Bondholders do not receive documents or cheques in respect of the Offer and the Proposal, have any difficulties cashing cheques or have any questions about the delivery of Tender Instructions or Voting Only Instructions, their queries may be directed to the Registrar, on behalf of the Issuer, at the following telephone number:

The Registrar

Computershare Investor Services (Ireland) Limited

3100 Lake Drive

Citywest Business Campus

Dublin 24

D24 AK82

Ireland

Telephone: [phone]

Dated: 25 October 2023

DISCLAIMER: This announcement must be read in conjunction with the Memorandum. The Memorandum contains important information which should be read carefully before any decision is made with respect to the Offer or the Proposal. Bondholders should consult their own tax, accounting, financial and legal advisers as to whether or not to participate in the Offer and the Proposal. This announcement does not discuss the tax consequences to Bondholders of the Offer or the Proposal or the purchase of Bonds by the Issuer pursuant to the Offer or the implementation of the Proposal. Bondholders are urged to consult their own professional advisers regarding these possible tax consequences (including capital gains tax, income tax, withholding tax and any other relevant charges or duties) under the laws of the jurisdictions that apply to them or the sale of their Bonds pursuant to the Offer or the redemption of their Bonds pursuant to the implementation of the Proposal and the receipt of the Purchase Consideration and/or Redemption Consideration (as applicable) and the Accrued Interest Payment. Where required by applicable law, Irish withholding tax shall be deducted from each Accrued Interest Payment in the same manner as tax has been withheld from periodic interest payments under the Bonds. Bondholders are liable for their own taxes and similar or related payments imposed on them under the laws of any applicable jurisdiction, and have no recourse to the Issuer, the Dealer Manager or the Registrar with respect to such taxes arising in connection with the Offer or the Proposal.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Memorandum 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 laws. The distribution of this announcement or the Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Memorandum comes are required by each of the Issuer, the Dealer Manager and the Registrar to inform themselves about and to observe any such restrictions.

United States

The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails 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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). 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, the Memorandum and any other documents or materials relating to the Offer is 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 or to a U.S. Person and the Bonds cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by 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 Bonds participating in the Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the 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 the Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended). 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 Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) or Article 49 of the Financial Promotion Order (which includes the Bondholders) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Ireland

The Offer is not being made, directly or indirectly, to the public in Ireland and no Offer of any Bonds under or in connection with the Offer may be effected to persons in Ireland except in conformity with the provisions of Irish laws and regulations (the "Applicable Irish Laws") including, without limitation: (i) the Companies Act 2014 (as amended, the "Companies Act"); (ii) the Irish Central Bank Acts 1942 to 2023 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended); (iii) Regulation (EU) 2017/1129, the European Union (Prospectus) Regulations 2019 and any rules issued under Section 1363 of the Companies Act by the Central Bank of Ireland (the "Central Bank"); (iv) the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) and any codes or rules of conduct applicable thereunder, Regulation (EU) No 600/2014 and any delegated or implementing acts adopted thereunder and the provisions of the Investor Compensation Act 1998 (as amended); and (v) the Market Abuse Regulation (EU 596/2014) (as amended), the European Union (Market Abuse) Regulations 2016 (as amended) and any rules and guidelines issued under Section 1370 of the Companies Act by the Central Bank.

The Offer and any other documents or materials relating to the Offer must not be distributed to persons in Ireland otherwise than in conformity with the provisions of the Applicable Irish Laws.

Jersey

This announcement relates to a tender offer for the Bonds. No consent of the Jersey Financial Services Commission under Article 8(2) of the Control of Borrowing (Jersey) Order 1958 (the "COBO") or otherwise has been obtained for the circulation in Jersey of any offer for subscription, sale or exchange of any Bonds described in this announcement or the Memorandum and any such offer is, for the purposes of Article 8 of the COBO, valid in the United Kingdom and is, mutatis mutandis, circulated in Jersey only to persons similar to those to whom, and in a manner similar to that in which, it is for the time being circulated in the United Kingdom. The Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Issuer.

The Offer is personal to the person to whom this announcement is being delivered by or on behalf of the Issuer, and a tender will only be accepted from such person. This announcement and the Memorandum may not be reproduced or used for any other purpose.

General

Neither this announcement, the Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Bonds (and tenders of Bonds for purchase pursuant to the Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

 

END