TIDM16ER
RNS Number : 1672P
YES Bank Limited
16 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 Tender Offer Results as
at the Early Tender Deadline with respect to 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
(the "Company")
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
(ISIN: XS1756056229; Common Code: 175605622)
June 16, 2022, YES Bank Limited acting through its International
Financial Services Centre Banking (the "Company") hereby announces
the results as of the Early Tender Deadline (as defined below) with
respect to its previously announced 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"), of 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").
Expiration of the Early Tender Deadline and Early Acceptance of
Tendered Notes
The Early Tender Deadline of the Tender Offer occurred at 5:00
P.M., New York City time, on June 15, 2022 (such time and date, the
"Early Tender Deadline"). Holders were required to validly tender
and not validly withdraw their Notes prior to or at the Early
Tender Deadline to be eligible to receive the Early Tender Offer
Consideration (as defined below) for the Tender Offer. The
consideration offered to those who tendered on or prior to the
Early Tender Deadline will be U.S.$1,000 per U.S.$1,000 principal
amount of the Notes validly tendered and accepted pursuant to the
Tender Offer (the "Early Tender Offer Consideration").
According to the information provided by Kroll Issuer Services
Limited, the information and tender agent for the Tender Offer (the
"Information and Tender Agent"), an aggregate principal amount of
U.S.$300,851,000 of the Notes had been validly tendered and not
validly withdrawn pursuant to the Tender Offer as at the Early
Tender Deadline, representing 63.05% of the total principal amount
outstanding of the Notes.
As the aggregate principal amount of the Notes validly tendered
prior to or at the Early Tender Deadline exceeds the Maximum
Purchase Amount, the Scaling Factor of 63.192 per cent. will be
applied in respect of valid tenders of the Notes validly tendered
prior to or at the Early Tender Deadline. Each tender of Notes
reduced in this manner will be rounded downwards to the nearest
U.S.$1,000 in aggregate principal amount. Where the application of
proration would otherwise have resulted in either (i) the Company
accepting the Notes from any Holder in a principal amount of less
than U.S.$200,000 or (ii) the principal amount of the Notes not
purchased due to scaling being less than U.S.$200,000, the Company
has elected to accept such tenders of the relevant Notes in full.
All Notes not accepted as a result of scaling will be returned to
the relevant Holder and will remain outstanding.
Subject to the satisfaction or waiver of the conditions in
respect of the Tender Offer, the Company hereby announces that it
has today elected to accept for purchase U.S.$200,000,000 in
aggregate principal amount of the Notes that have been validly
tendered and not validly withdrawn on or prior to the Early Tender
Deadline (the "Early Acceptance Date") and will pay the Early
Tender Offer Consideration for such Notes validly tendered and
accepted for purchase at the Early Acceptance Date on the Early
Payment Date (as defined herein). As such, the settlement date for
the Notes which were accepted for purchase is expected to be June
17, 2022 (the "Early Payment Date"), subject to the terms and
conditions described in the Tender Offer Memorandum. In addition to
the Early Tender Offer Consideration, Holders will also receive
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.
The Company will arrange for cancelation of all such Notes
validly tendered and not validly withdrawn on or prior to the Early
Tender Deadline and accepted for purchase following purchase by the
Company, and any Notes not validly tendered or accepted for
purchase by the Company will remain outstanding and accrue interest
in accordance with their terms.
Concurrently with the Early Tender Deadline, the withdrawal
deadline at 5:00 P.M., New York City time, on June 15, 2022 for
tendered Notes to be validly withdrawn (the "Withdrawal Deadline")
has also passed. As a result, any Notes validly tendered on or
after the Withdrawal Deadline and prior to the Expiration Time (as
defined below) may not be withdrawn. Any such Notes validly
tendered and accepted for purchase after the Early Tender Deadline
but at or before the Expiration Time will be eligible to receive
the Tender Offer Consideration (as defined in the Tender Offer
Memorandum ) principal amount and will not be eligible to receive
the Early Tender Offer Consideration.
As previously contemplated by the terms of the Tender Offer
Memorandum, in addition to the payment of the Tender Offer
Consideration, the Company will also pay accrued and unpaid
interest and additional amounts, if any, on each of the 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 up to, but excluding, the Final Payment Date
(as defined below) in respect of such Notes.
The Expiration Time of the Tender Offer will be 11:59 P.M., New
York City time, on June 30, 2022, unless extended or earlier
terminated (the "Expiration Time"). The Final Payment Date is
expected to be July 5, 2022 (the "Final Payment Date"), or two
business days after the Expiration Time.
The deadlines set by any intermediary or clearing system will be
earlier than the deadlines set out above.
The Company will announce the aggregate principal amount of
Notes tendered as at the Expiration Time, whether the conditions to
the Tender Offer have been satisfied or waived, the principal
amount of Notes accepted for purchase by the Company and the
aggregate principal amount of Notes that will remain outstanding
following completion of the Tender Offer as soon as reasonably
practicable following the Expiration Time.
Holders are advised to read carefully the Tender Offer
Memorandum, available on the Tender Offer Website, for full details
of and information on the procedures for participating in the
Tender Offer.
Cautionary Note Concerning Forward-Looking Statements
This announcement contains both historical and forward-looking
statements within the meaning of Section 27A of 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 have been
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 Holder
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" in the Tender Offer Memorandum.
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
MSCBBGDLIGBDGDL
(END) Dow Jones Newswires
June 16, 2022 07:12 ET (11:12 GMT)
Yes Bank. 23 (LSE:16ER)
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부터 5월(5) 2024 으로 6월(6) 2024
Yes Bank. 23 (LSE:16ER)
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부터 6월(6) 2023 으로 6월(6) 2024
