TIDM16ER
RNS Number : 6673N
YES Bank Limited
06 June 2022
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
The Singapore Exchange Securities Trading Limited ("SGX-ST")
takes no responsibility for the contents of this announcement,
makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the
contents of this announcement.
This announcement is for information purposes only and is not an
offer to sell or the solicitation of an offer to acquire, purchase
or subscribe for any securities and neither this announcement nor
anything herein forms the basis for any contract or commitment
whatsoever.
YES Bank Limited acting through its International Financial
Services Centre Banking Unit announces the commencement of the
Tender Offer for its U.S.$600,000,000 3.75% Senior Notes due
2023
YES BANK LIMITED ACTING THROUGH ITS INTERNATIONAL FINANCIAL
SERVICES CENTRE BANKING UNIT
to the holders of its outstanding
U.S.$600,000,000 3.75% Senior Notes due 2023
(of which U.S.$477,146,000 is outstanding)
to tender their Notes for purchase by the Company for cash up to
the Maximum Purchase Amount
and subject to the conditions described in the Tender Offer
Memorandum
(ISIN: XS1756056229; Common Code: 175605622)
June 2, 2022 . YES Bank Limited acting through its International
Financial Services Centre Banking Unit (the "Company") hereby
announces the commencement of its offer to purchase for cash (the
"Tender Offer") from each registered holder (each, a "Holder" and,
collectively, the "Holders"), on the terms and subject to the
conditions set forth in the tender offer memorandum dated June 2,
2022 prepared in connection with the Tender Offer (as it may be
amended or supplemented from time to time, the "Tender Offer
Memorandum"), its outstanding U.S.$600,000,000 3.75% Senior Notes
due 2023 (the "Notes") under its U.S.$1,000,000,000 Medium Term
Note Programme, in an aggregate principal amount up to
U.S.$200,000,000 (as such amount may be changed by the Company in
its sole discretion) (the "Maximum Purchase Amount").
Kroll Issuer Services Limited is acting as the information and
tender agent (the "Information and Tender Agent") for the Tender
Offer. J.P. Morgan Securities plc and Standard Chartered Bank are
acting as dealer managers (the "Dealer Managers") for the Tender
Offer.
The total consideration for each U.S.$1,000 principal amount of
Notes purchased pursuant to the Tender Offer will be (i) U.S.$
1,000 per U.S.$1,000 principal amount of Notes (the "Early Tender
Offer Consideration") payable only in respect of Notes validly
tendered and not validly withdrawn at or prior to 5:00 P.M., New
York City time, on June 15, 2022 (the "Early Tender Deadline") that
the Company accepts for purchase pursuant to the Tender Offer, or
(ii) U.S.$970 per U.S.$1,000 principal amount of Notes (the "Tender
Offer Consideration") payable in respect of Notes validly tendered
after the Early Tender Deadline but at or before 11:59 P.M., New
York City time, on June 30, 2022 ( the "Expiration Time") that the
Company accepts for purchase pursuant to the Tender Offer. Only
Notes validly tendered and not validly withdrawn at or before the
Early Tender Deadline will be eligible to receive the Early Tender
Offer Consideration. Notes validly tendered after the Early Tender
Deadline but at or before the Expiration Time will be eligible to
receive only the Tender Offer Consideration. In addition, the
Company will pay accrued and unpaid interest and additional
amounts, if any, in respect of any Notes purchased in the Tender
Offer from, and including, the last interest payment date to, but
excluding, the Early Payment Date (if any) or the Final Payment
Date (each, as defined below), as the case may be.
The following table sets forth certain terms of the Tender
Offer:
Title of Notes Common Code / Outstanding Early Tender Offer Tender Offer Maximum Purchase
ISIN Principal Consideration(2)(3) Consideration(3)(4) Amount(5)
Amount(1)
U.S.$600,000,000 Common Code U.S.$477,146,000 U.S.$1,000 per U.S.$970 per U.S.$200,000,000
3.75% Senior 175605622 U.S.$1,000 U.S.$1,000
Notes due 2023 ISIN principal amount principal amount
XS1756056229
(1) As of the date of this announcement.
(2) Per U.S.$1,000 principal amount of Notes that are validly tendered and not validly withdrawn
at or prior to the Early Tender Deadline and that are accepted for purchase pursuant to the
Tender Offer.
(3) In addition to payment of the applicable consideration, the Company will also pay accrued
and unpaid interest on each of the Notes accepted for purchase pursuant to the Tender Offer
up to, but excluding, the applicable payment date in respect of such Notes.
(4) Per U.S.$1,000 principal amount of Notes that are validly tendered at or prior to the
Expiration Time but after the Early Tender Deadline that are accepted for purchase pursuant
to the Tender Offer.
(5) As such amount may be changed by the Company in its sole discretion.
The Tender Offer is being made as part of the Company's
continuing capital management programme and to further proactively
optimize its liability structure.
On the terms and subject to the conditions of the Tender Offer,
the Company is offering to purchase for cash an aggregate principal
amount of the Notes up to the Maximum Purchase Amount. The Company
will determine, in its sole discretion, the aggregate principal
amount of Notes (if any) that it will accept for purchase pursuant
to the Tender Offer, which will be announced following the
Expiration Time.
It is the current intention of the Company that the Maximum
Purchase Amount will be U.S.$200,000,000, although the Company
reserves the right, in its sole discretion, to accept significantly
more than or significantly less than such amount, or to accept none
of such Notes, for purchase pursuant to the Tender Offer, and
reference to the Maximum Purchase Amount in this Tender Offer
should be construed accordingly.
The Company may, in its sole and absolute discretion, reject or
pro-rate any Notes validly tendered or withdraw its invitation to
tender for the Notes at any time before any acceptance by it of the
Tender Offer.
If the Company elects to accept for purchase the Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline pursuant to the Tender Offer, and the principal amount of
such Notes exceeds the Maximum Purchase Amount, then such valid
tenders of the Notes will be accepted on a pro rata basis so that
the aggregate principal amount of the Notes accepted for purchase
equals the Maximum Purchase Amount.
If the principal amount of the Notes validly tendered at or
before the Early Tender Deadline is less than the Maximum Purchase
Amount, the Company will accept all such valid tenders of the Notes
at or before the Early Tender Deadline and such Notes will not be
subject to possible pro ration. After the Early Tender Deadline but
at or before the Expiration Time, if the aggregate principal amount
of the Notes validly tendered exceeds the Maximum Purchase Amount,
such Notes validly tendered after the Early Tender Deadline but at
or before the Expiration Time will be accepted on a pro rata basis
so that the aggregate principal amount of the Notes accepted for
purchase equals the Maximum Purchase Amount.
Any Notes tendered may be validly withdrawn at or before 5:00
P.M., New York City time, on June 15, 2022 (the "Withdrawal
Deadline"), but not thereafter, by following the procedures
described in the Tender Offer Memorandum. Tenders of Notes may not
be withdrawn after the Withdrawal Deadline, unless mandated by
applicable law. If the Tender Offer is terminated without Notes
being purchased, any Notes tendered pursuant to the Tender Offer
will be returned promptly, and neither the Early Tender Offer
Consideration nor the Tender Offer Consideration, as the case may
be, will be paid or become payable.
Subject to the terms and conditions of the Tender Offer being
satisfied or waived, the Company reserves the right, in its sole
discretion, on any date following the Early Tender Deadline but at
or prior to the Expiration Time (the "Early Acceptance Date"), to
accept for purchase the Notes validly tendered at or before the
Early Tender Deadline and not validly withdrawn at or before the
Withdrawal Deadline. If the Company elects to exercise this option,
the Company will promptly pay the Early Tender Offer Consideration
for the Notes accepted for purchase at the Early Acceptance Date on
a date (the "Early Payment Date") which is expected to be June 17,
2022, or two business days after the Early Tender Deadline, but is
subject to change without notice. Also, on the Early Payment Date,
if any, the Company will pay accrued and unpaid interest, and
additional amounts, if any, to, but excluding, the Early Payment
Date, on Notes accepted for purchase at the Early Acceptance
Date.
Subject to the terms and conditions of the Tender Offer being
satisfied or waived, and to its right, in its sole discretion, to
extend, amend, terminate or withdraw the Tender Offer, the Company
will, after the Expiration Time (the "Final Acceptance Date"),
accept for purchase all Notes validly tendered at or before the
Expiration Time and not validly withdrawn at or before the
Withdrawal Deadline (or if the Company has exercised its early
purchase option described above, all Notes validly tendered after
the Early Tender Deadline and at or before the Expiration Time).
The Company will promptly pay the Tender Offer Consideration (and,
if the Company has not exercised its early purchase option
described above, the Early Tender Offer Consideration, as
applicable) for Notes accepted for purchase at the Final Acceptance
Date on a date (the "Final Payment Date") which is expected to be
July 5, 2022, or two business days following the Expiration Time.
Also, on the Final Payment Date, the Company will pay accrued and
unpaid interest, and additional amounts, if any, to, but excluding,
the Final Payment Date, on Notes accepted for purchase at the Final
Acceptance Date.
The Company's obligation to accept for purchase, and to pay for,
Notes validly tendered and not validly withdrawn pursuant to the
Tender Offer, is subject to the satisfaction or waiver of a number
of conditions, including the General Conditions (as defined in the
Tender Offer Memorandum). The Company reserves the right, in its
sole discretion but subject to applicable law, to waive any of the
conditions of the Tender Offer, in whole or in part, at any time
and from time to time.
The Company reserves the right, in its sole discretion but
subject to applicable law, to (1) extend, terminate or withdraw the
Tender Offer at any time and (2) otherwise amend the Tender Offer
in any respect, without extending the Withdrawal Deadline. For the
avoidance of doubt, the Company may, in its sole discretion but
subject to applicable law, extend the Withdrawal Deadline. The
foregoing rights are in addition to the right to delay acceptance
for purchase of Notes tendered pursuant to the Tender Offer or the
payment for Notes accepted for purchase pursuant to the Tender
Offer in order to comply with any applicable law, subject to Rule
14e-1(c) under the U.S. Securities Exchange Act of 1934 (the
"Exchange Act"), which requires that the Company pay the
consideration offered or return the deposited Notes promptly after
the termination or withdrawal of the Tender Offer.
The results of the Tender Offer are expected to be announced as
promptly as practicable following the Early Tender Deadline and the
Expiration Time, as applicable. The Company will announce the
aggregate principal amount of the Notes accepted for purchase
pursuant to the Tender Offer at each applicable Payment Date and
any Scaling Factor (as defined in the Tender Offer Memorandum) (if
applicable) following the Expiration Time. Such information will be
notified to Holders and the Trustee and shall, absent manifest
error, be final and binding on the Company and the Holders.
Cautionary Note Concerning Forward-Looking Statements
This announcement contains both historical and forward-looking
statements within the meaning of Section 27A of the U.S. Securities
Act of 1933 (the "Securities Act") and Section 21E of the Exchange
Act. These forward-looking statements are not historical facts, but
only predictions and generally can be identified by use of
statements that include phrases such as "will," "may," "should,"
"continue," "anticipate," "believe," "expect, " "plan," "appear,"
"project," "estimate," "intend," or other words or phrases of
similar import. Similarly, statements that describe the Company's
objectives, plans or goals also are forward-looking statements.
These forward-looking statements are subject to risks and
uncertainties which could cause actual results to differ materially
from those currently anticipated. The forward-looking statements
included in this announcement are made only as of the date of this
announcement, and the Company undertakes no obligation to update
publicly these forward-looking statements to reflect new
information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events might or
might not occur. The Company cannot assure you that projected
results or events will be achieved.
Disclaimer
The Tender Offer is being made solely pursuant to, and will be
governed by the terms and conditions of, the Tender Offer
Memorandum. This announcement is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell any securities. The Tender Offer is being made only
pursuant to the Tender Offer Memorandum, copies of which will be
delivered to the Holders.
THE TER OFFER MEMORANDUM SHOULD BE READ CAREFULLY BEFORE A
DECISION IS MADE WITH RESPECT TO THE TER OFFER. NONE OF THE
COMPANY, THE INFORMATION AND TER AGENT, THE TRUSTEE OR THE DEALER
MANAGERS MAKES ANY RECOMMATION AS TO WHETHER OR NOT HOLDERS SHOULD
TER THEIR NOTES.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute an invitation to participate in the Tender 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 and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and the Tender Offer Memorandum comes
are required by each of the Company, the Dealer Managers and the
Tender and Information Agent to inform themselves about, and to
observe, any such restrictions.
India
The residents of India are not permitted to acquire and hold the
Notes. Accordingly, the Tender Offer is not being made, and will
not be made, directly or indirectly in India or to residents of
India and the Notes may not be tendered in the Tender Offer by any
person resident of India. The Tender Offer Memorandum or any other
offering document or material relating to the Notes have not been
and will not be circulated or distributed, directly or indirectly,
to any person or to the public in India (including International
Financial Services Centres) which would constitute an
advertisement, invitation, offer, or solicitation of an offer to
tender the Notes, resulting in violation of Indian laws. Any
Noteholder participating in the Tender Offer, will be deemed to
have acknowledged, represented and agreed that it is eligible to
tender its Notes pursuant to applicable laws and regulations. The
Tender Offer Memorandum has not been and will not be registered,
produced or published as an offer document (whether as a prospectus
in respect of a public tender offer or information memorandum or
private placement offer cum application letter or other offering
material in respect of any private placement, under the Companies
Act, 2013 or rules framed thereunder, each as amended, or the
Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended, Securities
and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021 or any other applicable Indian laws)
with the Registrar of Companies in India, the Securities and
Exchange Board of India, the Reserve Bank of India or any other
statutory or regulatory body of like nature in India, save and
except for any information from any part of the Tender Offer
Memorandum which is (i) mandatorily required to be disclosed or
filed in India under applicable Indian laws, including but not
limited to, the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations 2015, as amended, and under the
listing agreement with any Indian stock exchange pursuant to the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015, as amended, or (ii)
pursuant to the sanction of any regulatory and adjudicatory body in
India.
United Kingdom
The communication of the Tender Offer Memorandum by the Company
and any other documents or materials relating to the Tender Offer
is not being made, and such documents and/or materials have not
been approved, by an authorized person for the purposes of section
21 of the Financial Services and Markets Act 2000 (the "FSMA").
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 is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is only directed
at and may be communicated to (1) those persons who are existing
members or creditors of the Company or other persons within Article
43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, and (2) to any other persons to whom these
documents and/or materials may lawfully be communicated.
Singapore
The Tender Offer Memorandum has not and will not be registered
as a prospectus with the Monetary Authority of Singapore. The
Tender Offer does not constitute a public tender offer for the
purchase of the Notes nor an offering of securities in Singapore
pursuant to the Securities and Futures Act 2001 of Singapore.
Hong Kong
The contents of the Tender Offer Memorandum have not been
reviewed by any regulatory authority in Hong Kong. Holders should
exercise caution in relation to the Tender Offer. If a holder of
Notes is in any doubt about any of the contents of the Tender Offer
Memorandum, such Holder should obtain independent professional
advice.
The Tender 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
that ordinance; 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
the laws of Hong Kong or which do not constitute an offer to the
public within the meaning of that ordinance.
Further, no person has issued or had in its possession for the
purposes of issue, or will 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 Tender 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 Tender 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 that ordinance. The
Tender Offer Memorandum 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 Tender Offer is not intended to be made to the public in
Hong Kong and it is not the intention of the Company that the
Tender Offer be made to the public in Hong Kong.
People's Republic of China
The Tender Offer is not being made directly or indirectly in the
PRC (for such purposes, not including the Hong Kong and Macau
Special Administrative Regions or Taiwan), except as permitted by
the securities laws of the PRC.
General
The Tender Offer Memorandum does not constitute an offer to buy
or a solicitation or an invitation to offer to sell Notes or any
other security in any jurisdiction in which, or to or from any
persons to or from whom, such solicitation or invitation is
unlawful, and invitations for offers to sell will not be accepted
from Holders located or resident in any jurisdiction in which such
solicitation or offer is unlawful. In those jurisdictions where the
securities or other laws require the Tender Offer to be made by a
licensed broker or dealer, any actions in connection with the
Tender Offer shall be deemed to be made on behalf of the Company by
one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
Each Holder participating in the Tender Offer will also be
deemed to give certain representations in respect of the other
jurisdictions referred to above and generally as set out in
"Procedures for Tendering Notes." Any tender of Notes for purchase
pursuant to the Tender Offer from a Holder that is unable to make
these representations will not be accepted. Each of the Company and
the Information and Tender Agent reserves the right, in its
absolute discretion, to investigate, in relation to any tender of
Notes for purchase pursuant to the Tender Offer, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and, as a result, the Company
determines (for any reason) that such representation is not
correct, such tender of Notes shall not be accepted.
The Information Agent for the Tender Offer is :
Kroll Issuer Services Limited
In London In Hong Kong
The Shard Level 3, Three Pacific Place
32 London Bridge Street 1 Queen's Road East
London SE1 9SG Admiralty
United Kingdom Hong Kong
Telephone: +44 20 7704 0880 / +852 2281 0114
Email: yesbank@is.kroll.com
Attention: Mu-yen Lo / Harry Ringrose
Tender Offer Website: https://deals.is.kroll.com/yesbank
The Dealer Managers for the Tender Offer are:
J.P. Morgan Securities plc Standard Chartered Bank
25 Bank Street One Basinghall Avenue
Canary Wharf London EC2V 5DD
London E14 5JP United Kingdom
United Kingdom Telephone:
In Hong Kong: +852 2800 +44 20 7885 5739/
8220 +852 3983 8658/
In London: +44 20 7742 +65 6557 8286
5940 Attention: Liability
In the U.S.: +1 (212) 834 Management
4533 Email: liability_management@sc.com
Attention: Asia Syndicate
Desk
Email: liability_management_asia@jpmorgan.com
Any questions regarding the terms of the Tender Offer should be
directed to the Dealer Managers.
Electronic copies of all documents related to the Tender Offer
will be available online via the Tender Offer Website at
https://deals.is.kroll.com/yesbank until the consummation or
termination of the Tender Offer.
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END
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(END) Dow Jones Newswires
June 06, 2022 02:00 ET (06:00 GMT)
Yes Bank. 23 (LSE:16ER)
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Yes Bank. 23 (LSE:16ER)
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부터 6월(6) 2023 으로 6월(6) 2024
