TIDM43PS
RNS Number : 6670O
Abanka Vipa d.d.
21 September 2011
ABANKA VIPA D.D. FURTHER ANNOUNCEMENT RELATING TO INVITATION FOR
OFFERS TO SELL SECURITIES FOR CASH
NOT FOR DISTRIBUTION TO ANY US PERSON (AS DEFINED IN REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED)
21 September 2011
On 19 September 2011, Abanka Vipa d.d. (the "Issuer") announced
an invitation to holders (subject to the offer and distribution
restrictions set out below) of its EUR500,000,000 Floating Rate
Notes due 2012 guaranteed by the Republic of Slovenia (the "Notes")
to submit offers to sell ("Offers to Sell") their Notes to the
Issuer for cash (the "Tender Offer").
The Tender Offer is made on the terms and subject to the
conditions contained in the tender offer memorandum dated 19
September 2011 (the "Tender Offer Memorandum"). Capitalised terms
used in this announcement have the same meanings ascribed to them
in the Tender Offer Memorandum.
The Issuer hereby wishes to clarify the following: (i) Offers to
Sell that specify an Offer Price not less than the Minimum Purchase
Price, and if higher, in increments of EUR0.10 per EUR1,000 in
nominal amount of Notes above the Minimum Purchase Price, will be
treated as Competitive Offers; (ii) Offers to Sell that specify an
Offer Price below the Minimum Purchase Price, or that do not
specify an Offer Price, will be treated as Non-Competitive Offers;
and (iii) Offers to Sell that specify an Offer Price above the
Maximum Purchase Price will be rejected.
All other terms of the Tender Offer remain unchanged.
For further information:
A complete description of the terms and conditions of the Tender
Offer is set out in the Tender Offer Memorandum. Further details
about the transaction can be obtained from:
The Joint Dealer Managers:
Raiffeisen Bank International AG
Tel: +43 1 71707 1494
Fax: +43 1 71707 76 1494
Attention: Debt Capital Markets & Loan Origination, Inst.
Clients
Email: zoltan.toth@rbinternational.com
UniCredit Bank AG
Tel: +49 89 378 14182
Fax: +49 89 378 3314182
Attention: FI & Public Sector Origination
Email: martina.knorrek@unicreditgroup.de
The Tender Agent:
The Bank of New York Mellon
Tel: +44 20 7964 4958
Fax: +44 20 7964 2536
Attn: Debt Restructuring Services
Email: debtrestructuring@bnymellon.com
A copy of the Tender Offer Memorandum is available to eligible
persons upon request from the Tender Agent.
The Joint Dealer Managers do not take responsibility for the
contents of this announcement and none of the Issuer, the Joint
Dealer Managers, the Tender Agent, or any of their respective
directors, employees or affiliates makes any representation or
recommendation whatsoever regarding the Tender Offer, or any
recommendation as to whether holders of Notes should tender Notes
in the Tender Offer. This announcement must be read in conjunction
with the Tender Offer Memorandum. No offer to acquire any Notes is
being made pursuant to this notice. Any such invitation is only
being made in the Tender Offer Memorandum and any such acquisition
or acceptance of Notes should be made solely on the basis of
information contained in the Tender Offer Memorandum. This
announcement and the Tender Offer Memorandum contain important
information, which should be read carefully before any decision is
made with respect to the Tender Offer. If any holder of Notes is in
any doubt as to the action it should take, it is recommended to
seek its own advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other
independent adviser.
Jurisdictional Restrictions:
This announcement and the Tender Offer Memorandum do not
constitute an invitation to participate in the Tender Offer in or
from any jurisdiction in or from which, or to or from any person to
or from whom, it is unlawful to make such invitation under
applicable securities laws. The distribution of the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession the Tender Offer Memorandum comes are
required by each of the Issuer, the Joint Dealer Managers and the
Tender Agent to inform themselves about and to observe, any such
restrictions.
United States
The Tender Offer is not being made, and will not be made,
directly or indirectly in or into, or by use of the mail 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. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the internet.
The Notes may not be tendered in the Tender Offer by any such use,
means, instrumentality or facility from or within the United States
or by persons located or resident in the United States as defined
in Regulation S of the Securities Act. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Tender Offer are 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. Any
purported offer to sell in response to the Tender Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported offers to sell made by a person
located in the United States or 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 Noteholder participating in the Tender Offer will represent
that it is not located in the United States and is not
participating in the Tender 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
Tender Offer from the United States. For the purposes of this and
the above paragraph, "United States" means United States of
America, its territories and possessions, any state of the United
States of America and the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum by the Issuer 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 authorised 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 Issuer 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.
Republic of Italy
None of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Tender Offer have been
or will be submitted to the clearance procedure of the Commissione
Nazionale per le Societa e la Borsa (the "CONSOB") pursuant to
Italian laws and regulations, and therefore the Tender Offer may
only be made or promoted, directly or indirectly, in or into the
Republic of Italy pursuant to an exemption from the rules governing
public purchases or exchange offers (offerte pubbliche di acquisto
o scambio) as defined in article 1, paragraph 1, letter v of the
Italian Legislative Decree no. 58 of 24 February 1998, as amended
(the "Financial Services Act"). Accordingly, the Tender Offer is
not addressed to, and none of this announcement, the Tender Offer
Memorandum nor any other documents, materials or information
relating, directly or indirectly, to the Tender Offer can be
distributed or otherwise made available (either directly or
indirectly) to any person in Italy other than:
(i) to qualified investors (investitori qualificati) pursuant to
article 34-ter, paragraph 1, letter (b), of CONSOB Regulation No.
11971 of 14 May 1999, as amended from time to time (the "Consob
Regulation") acting on their own account; or (ii) in any other
circumstances where an express exemption from compliance with the
restrictions on public purchases or exchange offers applies
pursuant to the Financial Services Act or the Consob
Regulation.
Belgium
None of this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Tender Offer have been
submitted to or will be submitted for approval or recognition to
the Financial Services and Markets Authority ("Autorite des
services et marches financiers / Autoriteit financiele diensten en
markten") and, accordingly, the Tender Offer may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6
of the Belgian Law of 1 April 2007 on public takeover bids as
amended or replaced from time to time. Accordingly, the Tender
Offer may not be advertised and the Tender Offer will not be
extended, and none of this announcement, the Tender Offer
Memorandum nor any other documents or materials relating to the
Tender Offer (including any memorandum, information circular,
brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any person in Belgium
other than "qualified investors" in the sense of Article 10 of the
Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, acting on their own account. This
announcement and the Tender Offer Memorandum have been issued only
for the personal use of the above qualified investors and
exclusively for the purpose of the Tender Offer. Accordingly, the
information contained in this
announcement and the Tender Offer Memorandum may not be used for
any other purpose or disclosed to any other person in Belgium.
France
The Tender Offer is not being made, directly or indirectly, to
the public in France. None of this announcement, the Tender Offer
Memorandum nor any other documents or offering materials relating
to the Tender Offer have been or shall be distributed to the public
in France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifies),all as defined in, and in accordance
with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the
French Code monetaire et financier, are eligible to participate in
the Tender Offer. Neither the announcement nor the Tender Offer
Memorandum has been submitted to the clearance procedures (visa) of
the Autorite des marches financiers.
General
This announcement and the Tender Offer Memorandum do not
constitute an offer to buy or a solicitation of an offer to sell
the Notes, and Offers to Sell will not be accepted from
Noteholders, in any jurisdiction in which such offer or
solicitation is unlawful. In any jurisdiction in which the Tender
Offer is required to be made by a licensed broker or dealer and in
which the Joint Dealer Managers or any of their affiliates are so
licensed, the Tender Offer shall be deemed to be made by the Joint
Dealer Managers or such affiliates on behalf of the Issuer.
In addition to the representations referred to above in respect
of the United States, each Noteholder 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 the Tender Offer Memorandum under the heading
"Procedures for Participating in the Tender Offer". Any Offer to
Sell pursuant to the Tender Offer from a Noteholder that is unable
to make these representations may be rejected. Each of the Issuer,
the Joint Dealer Managers and the Tender Agent reserves the right,
in its absolute discretion, to investigate, in relation to any
Offer to Sell pursuant to the Tender Offer, whether any such
representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Issuer determines
(for any reason) that such representation is not correct, such
tender may be rejected.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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