Coöperatieve Rabobank U.A. Announces a Tender Offer to Purchase Its USD 1,500,000,000 3.950% Subordinated Notes Due 2022 (ISIN: US21685WDF14) and USD 1,750,000,000 4.625% Subordinated Notes Due 2023 (ISIN: US21684AAA43) for Cash

LONDON, Dec. 2, 2021 /PRNewswire/ — Coöperatieve Rabobank U.A. (formerly known as Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.) (the “Offeror“) has today launched its invitation to holders of its USD 1,500,000,000 3.950 per cent. Subordinated Notes due 2022 (ISIN: US21685WDF14) and USD 1,750,000,000 4.625 per cent. Subordinated Notes due 2023 (ISIN: US21684AAA43) (collectively, the “Notes“) to tender such Notes for purchase by the Offeror for cash (such invitation, the “Offer“). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 2 December 2021 (the “Tender Offer Memorandum“) and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to offer restrictions) available from Lucid Issuer Services Limited (the “Tender Agent“). Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum. In the event of discrepancies between this announcement and the provisions in the Tender Offer Memorandum, the Tender Offer Memorandum will prevail.

Summary of the Offer

Description of Notes

CUSIP/ISIN

Aggregate
Principal Amount
Outstanding

U.S. Treasury
Reference
Security

Bloomberg
Reference
Page

Fixed Spread

Amount subject
to the Offer

USD 1,500,000,000
3.950 per cent.
Subordinated Notes
due 2022 (the “2022
Notes
“)

21685WDF1 /
US21685WDF14

USD 1,500,000,000

1.625 per cent.
U.S. Treasury
Notes due 15
November 2022

FIT3

25 bps

 

 

Any and all

USD 1,750,000,000
4.625 per cent.
Subordinated Notes
due 2023 (the “2023
Notes
“)

21684AAA4 /
US21684AAA43

USD 1,750,000,000

0.500 per cent.
U.S. Treasury
Notes due 30
November 2023

FIT1

35 bps


THE OFFER COMMENCES ON 2 DECEMBER 2021 AND WILL EXPIRE AT 5:00 P.M. (NEW YORK CITY TIME) ON 9 DECEMBER 2021 (THE “EXPIRATION DEADLINE”), UNLESS EXTENDED, RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE OFFEROR AS PROVIDED IN THE TENDER OFFER MEMORANDUM. TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY BE WITHDRAWN AT ANY TIME AT OR BEFORE THE EXPIRATION DEADLINE, BUT NOT THEREAFTER, EXCEPT AS REQUIRED BY APPLICABLE LAW.

Custodians, Direct Participants and Clearing Systems will have deadlines for receiving instructions prior to the Expiration Deadline and holders of Notes (“Holders” and each a “Holder”) should contact the Intermediary through which they hold their Notes as soon as possible to ensure proper and timely delivery of instructions.

Purpose of the Offer

The Offer is being made as part of the Offeror’s continual review and proactive management of its outstanding capital base.

Notes purchased by the Offeror pursuant to the Offer will be cancelled and will not be re-issued or re-sold. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Tender Offer Settlement Date (as set out below) in accordance with their terms.

Purchase Price

Subject to the Minimum Denomination in respect of the relevant Series, the purchase price in respect of Notes validly tendered and accepted for purchase will be:

(a)           in respect of the 2022 Notes, an amount per USD 1,000 in principal amount of the 2022 Notes, determined at or around the Pricing Time on the Pricing Date by reference to the sum of (i) the relevant Fixed Spread and (ii) the relevant Reference Yield, calculated in accordance with the pricing formula set out in the Tender Offer Memorandum; and

(b)           in respect of the 2023 Notes, an amount per USD 1,000 in principal amount of the 2023 Notes, determined at or around the Pricing Time on the Pricing Date by reference to the sum of (i) the relevant Fixed Spread and (ii) the relevant Reference Yield, calculated in accordance with the pricing formula set out in the Tender Offer Memorandum.

Accrued Interest Payment

The Offeror will pay accrued and unpaid interest in respect of all Notes validly tendered and delivered and accepted for purchase by the Offeror pursuant to the Offer, from and including the interest payment date for the relevant Series of Notes immediately preceding the Settlement Date to but excluding the Settlement Date, determined in accordance with the terms and conditions of the Notes.

Amount subject to the Offer

If the Offeror accepts any Notes for purchase pursuant to the Offer, the Offeror proposes to accept all of the validly tendered Notes for purchase on the terms and conditions contained in the Tender Offer Memorandum.

Purchase Consideration

The total consideration payable to each Holder in respect of Notes validly tendered and accepted for purchase by the Offeror will be an amount equal to (i) the Purchase Price for such Notes (rounded, if necessary, to the nearest USD 0.01 with half a cent rounded upwards) and (ii) the Accrued Interest Payment in respect of such Notes.

No Obligation to Accept for Purchase Notes Tendered

The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

Amendment and Termination

The Offeror reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer at any time following the announcement of the Offer, as described in the Tender Offer Memorandum. Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Holders as soon as possible after such decision.

Summary of Action to be Taken

To tender Notes in the Offer, a Holder should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received in each case by the Tender Agent by the Expiration Deadline.

Tender Instructions must be submitted in respect of a principal amount of Notes of no less than the Minimum Denomination, and may be submitted in integral multiples of USD 1,000 thereafter.

Holders are advised to check with any bank, securities broker or other Intermediary through which they hold Notes when such Intermediary would require to receive instructions from a Holder in order for that Holder 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 each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Further Information

Any questions or requests for assistance in connection with the Offer and the Tender Offer Memorandum may be directed to the Dealer Managers (as set out below) and any questions or requests for assistance in connection with the delivery of Tender Instructions or requests for additional copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Tender Agent, in each case at the telephone number or e-mail address provided below.

Before making a decision with respect to the Offer, Holders should carefully consider all of the information in the Tender Offer Memorandum.

Indicative Timetable

Date

Action

2 December 2021

Commencement of the Offer


Offer announced by way of announcements on the relevant Notifying News
Service(s) and through the Clearing Systems.

9 December 2021

At or around 9:00 a.m.
(New York City time)

Pricing Time

Determination of the (i) Reference Yield in respect of the 2022 Notes, (ii)
Reference Yield in respect of the 2023 Notes, (iii) Purchase Price in respect of the
2022 Notes and (iv) Purchase Price in respect of the 2023 Notes.

9 December 2021, 5:00 p.m.
(New York City time)

Expiration Deadline

Deadline for receipt by the Tender Agent of all Tender Instructions in order for
Holders to be able to participate in the Offer.

10 December 2021

Announcement of Result of Offer

Announcement of the Offeror’s decision whether to accept valid tenders of Notes
for purchase pursuant to the Offer (including, if applicable, the Tender Offer
Settlement Date for the Offer), subject only to the satisfaction or (if applicable)
waiver of the Transaction Conditions on or prior to the Settlement Date.


Details of:


(i)           each Reference Yield, each Purchase Price and the Tender Offer
Settlement Date; and


(iii)         the aggregate principal amount of Notes of each Series accepted for
purchase pursuant to the Offer,


distributed by way of announcements on the relevant Notifying News Service(s)
and through the Clearing Systems.

13 December 2021

Settlement Date

Expected Settlement Date for the Offer (subject to satisfaction or (if applicable) waiver
of the right of the Offeror to extend, re-open, amend and/or terminate the Offer).
Payment of the Purchase Price and Accrued Interest Payment in respect of the Offer
(other than to Holders who validly tendered Notes accepted for purchase by way of a
Notice of Guaranteed Delivery). 

13 December 2021

5:00 p.m.
(New York City time)

Deadline for delivery of Notes tendered by guaranteed delivery procedures

With respect to any Holder that submitted a Notice of Guaranteed Delivery, the
deadline for such Holder to tender their Notes according to the guaranteed delivery
procedure described under “Procedures for Participating in the Offer” in the
Tender Offer Memorandum and deliver their Notes.

14 December 2021

Guaranteed Delivery Settlement Date

Expected Guaranteed Delivery Settlement Date for the Offer (subject to
satisfaction or (if applicable) waiver of the right of the Offeror to extend, re-open,
amend and/or terminate the Offer). Payment of the Purchase Price and Accrued
Interest Payment in respect of the Offer to Holders who validly tendered Notes
accepted for purchase by way of a Notice of Guaranteed Delivery.



Announcements will 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. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent, the contact details for whom are on the last page of this announcement. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements relating to the Offer.

Offer and Distribution Restrictions

United Kingdom

The communication of the Tender Offer Memorandum, this announcement 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. 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) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (together, “relevant persons“). Any investment or investment activity to which the Tender Offer Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons (and is subject to other restrictions referred to in the Financial Promotion Order).

France

The Tender Offer Memorandum, this announcement and any other document or material relating to the Offer have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Italy

None of the Offer, the Tender Offer Memorandum, this announcement or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB“) pursuant to Italian laws and regulations.

The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act“) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders, or beneficial owners of the Notes that are located in Italy, can tender some or all of their Notes pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each Intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

Hong Kong

The contents of the Tender Offer Memorandum or this announcement have not been reviewed by any regulatory authority in Hong Kong. Holders should exercise caution in relation to the Offer. If a Holder is in any doubt about any of the contents of the Tender Offer Memorandum or this announcement, such Holder should obtain independent professional advice.

The Offer has not been made and will not be made in Hong Kong, by means of any document other than: (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong (the “SFO“) and any rules made under the SFO; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “CWUMPO“) or which do not constitute an offer to the public within the meaning of the CWUMPO.

Further, no person has issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Offer, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Offer which is or is intended to be made only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO. The Tender Offer Memorandum, this announcement and the information contained herein may not be used other than by the person to whom it is addressed and may not be reproduced in any form or transferred to any person in Hong Kong.

The Offer is not intended to be made to the public in Hong Kong and it is not the intention of the Offeror that the Offer be made to the public in Hong Kong.

General

None of the Offeror, the Dealer Managers or the Tender Agent makes any recommendation as to whether or not Holders should participate in the Offer and any Holder who is unsure of what action to take in respect of the Offer should consult their own professional advisers.  None of the Dealers Managers or the Tender Agent accepts any responsibility for the contents of this announcement or the Tender Offer Memorandum.

Neither the Tender Offer Memorandum, this announcement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Holders) 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 Managers 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 Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the section entitled “Procedures for Participating in the Offer” in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted.

Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender or submission may be rejected.

SOURCE Coöperatieve Rabobank U.A.

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