Today ABN AMRO Bank N.V. (ABN AMRO) announces its invitation to the holders (the Noteholders) of the £750,000,000 Perpetual Subordinated (Upper Tier 2) Notes issued under the Programme for the issuance of Medium Term Notes and Direct Access Notes (the Notes), the details of which are set out below, to tender any and all such Notes for repurchase by ABN AMRO for cash (the Offer).
The Offer is being made on the terms, and subject to the conditions, contained in the tender offer memorandum dated 20 September 2010 (the Tender Offer Memorandum) prepared by ABN AMRO, and is subject to the offer and distribution restrictions set out below.
Copies of the Tender Offer Memorandum are (subject to the offer and distribution restrictions) available from the Dealer Managers and the Tender Agent as set out below. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
|Description of the Notes|
|Current coupon||First call date||Interest Amount payable in respect of the Notes after the first call date||Outstanding nominal amount||Repurchase Price (for each £1,000 in nominal amount)|
|£750,000,000 Perpetual Subordinated (Upper Tier 2) Notes||024475425 XS0244754254||5 per cent. per annum payable annually in arrear||17 February 2016||An amount equal to 3 Months GBP LIBOR plus a margin of 1.48 per cent. per annum payable quarterly in arrear||£750,000,000||860|
Rationale for the Offer
The merger between ABN AMRO and Fortis Bank (Nederland) N.V. became effective on 1 July 2010. As of this date ABN AMRO manages the capital of the merged entity. The Offer is made following a review of the opportunities available to improve the capital and funding structure of the bank. Furthermore, the transaction provides a degree of liquidity to those Noteholders whose Notes are accepted in the Offer.
The Offer is being executed by ABN AMRO in conjunction with an intention to issue, on or about the Settlement Date, new subordinated debt securities.
Details of the Offer
ABN AMRO will pay £860 (the Repurchase Price) for each £1,000 in nominal amount of the Notes accepted by it for repurchase pursuant to the Offer, together with interest accrued and unpaid on the Notes from (and including) 17 February 2010 to (but excluding) the Settlement Date (together with the Repurchase Price, the Repurchase Consideration).
If ABN AMRO decides to accept valid tenders of Notes pursuant to the Offer, ABN AMRO will accept for repurchase all of the Notes that are validly tendered and there will be no scaling of any tenders of Notes for repurchase.
Notes that are not successfully tendered for repurchase pursuant to the Offer will remain outstanding and remain subject to the Terms and Conditions of such Notes.
Subject to applicable law and as provided in the Tender Offer Memorandum, ABN AMRO may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time. Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.
Electronic Offer Instructions
In order to participate in, and be eligible to receive the Repurchase Consideration in respect of the Notes pursuant to, the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline. Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum. Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of £1,000, and may be submitted in integral multiples of £1,000.
Indicative timetable for the Offer
|Date and time||Event|
|Monday, 20 September 2010||Launch Date
Offer announced and Tender Offer Memorandum available from the Dealer Managers and the Tender Agent
|Friday, 24 September 2010 at 5.00 p.m. CET||Expiration Deadline
Deadline for receipt by the Tender Agent of all Tender Instructions
|Monday, 27 September 2010, as soon as reasonably practicable||Announcement of Acceptance and Results Announcement of whether ABN AMRO will accept valid tenders of Notes pursuant to the Offer and the final aggregate nominal amount of Notes accepted for repurchase (if any)|
|Thursday, 30 September 2010||Settlement Date
Payment of the Repurchase Consideration in respect of the Notes accepted for repurchase
The above dates and times are subject, where applicable, to the right of ABN AMRO to extend, re-open, amend, and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder 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 Offer before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and by each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.
Unless stated otherwise, all announcements made by ABN AMRO in relation to the Offer will be made public through Bloomberg, Reuters IIIA and/or such other recognised news service or services as selected by ABN AMRO, the Tender Agent and the Dealer Managers, through the Clearing Systems for communication to Direct Participants and via the regulatory news service of Euronext Amsterdam. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent, the contact details for which are below. 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 Offer. In addition, Noteholders may contact any of the Dealer Managers for information using the contact details below.
Noteholders are advised to carefully read the Tender Offer Memorandum for full details of, and information on, the procedures for participating in the Offer. ABN AMRO Bank N.V. and Merrill Lynch International are acting as Dealer Managers for the Tender Offer and Lucid Issuer Services Limited is acting as Tender Agent. Questions and requests for assistance in connection with the Tender Offer may be directed to the Dealer Managers.
The Dealer Managers
|ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
|Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
|For information by telephone:
+31 20 383 5872
Attention: Ton Roeten
|For information by telephone:
+44 (0)20 7995 3715/2324
Attention: Liability Management Group-John
Requests for information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Offer should be directed to:
The Tender Agent
Lucid Issuer Services Limited
436 Essex Road
London N1 3QP
Telephone: +44 (0)20 7704 0880
Attention: Thomas Choquet / Lee Pellicci
For further information, please contact