National Bank of Kuwait announces Tender Offer in respect of U.S.$750,000,000 Perpetual Tier 1 Capital Securities
National Bank of Kuwait announces Tender Offer in respect of U.S.$750,000,000 Perpetual Tier 1 Capital Securities |
| [30-June-2025] |
KUWAIT CITY, June 30, 2025 /PRNewswire/ -- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. National Bank of Kuwait S.A.K.P. (the "Offeror") hereby announces that it is separately inviting Securityholders of the outstanding U.S.$750,000,000 Perpetual Tier 1 Capital Securities (ISIN: XS2010037922 (Regulation S) and US62878WAA62 (Rule 144A)), issued by NBK Tier 1 Financing (2) Limited (the "Issuer") and unconditionally and irrevocably guaranteed by the Offeror (the "Existing Capital Securities") to tender for cash purchase any and all of such Existing Capital Securities by the Offeror (the "Invitation"), all on the terms and subject to the satisfaction or waiver of the New Financing Condition and the other conditions and distribution restrictions set out in the tender offer memorandum dated 30 June 2025 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement and not otherwise defined have the meanings given to them in the Tender Offer Memorandum.
Rationale and background for the Invitation The rationale of the Invitation is to efficiently manage the refinancing of the Offeror's additional tier 1 capital in conjunction with an issue of New Capital Securities. Existing Capital Securities purchased by the Offeror pursuant to the Invitation will be cancelled and will not be re-issued or re-sold. Existing Capital Securities which have not been validly offered and accepted for purchase pursuant to the Invitation will remain outstanding. Details of the Invitation On the terms and subject to the conditions contained in the Tender Offer Memorandum (including the "Offer and Distribution Restrictions" described herein), the Offeror invites any and all Securityholders to tender their Existing Capital Securities for purchase. Securityholders that (i) validly tender their Existing Capital Securities at or prior to 5.00 pm (New York City Time) on 8 July 2025 (the "Expiration Deadline") or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery at or prior to the Expiration Deadline and deliver a properly transmitted Agent's Message or Electronic Instruction, as applicable, and all other required documents to the Tender and Information Agent by 5.00 pm (New York City Time) on 9 July 2025 (the "Guaranteed Delivery Deadline"), in accordance with the Guaranteed Delivery Procedures described in the Tender Offer Memorandum, will be eligible to receive a cash amount equal to the sum of the Purchase Price and the Accrued Interest (if any). Securityholders may tender their Existing Capital Securities after the Expiration Deadline only pursuant to the Guaranteed Delivery Procedures. Tender Instructions must be submitted in respect of a principal amount of Existing Capital Securities of no less than the Minimum Specified Denomination (U.S.$200,000) and may be submitted in integral multiples of U.S.$1,000 in excess thereof. Rights of the Offeror Subject to applicable laws and regulations and as provided in the Tender Offer Memorandum, the Offeror may, in its sole and absolute discretion, extend, re-open, withdraw or terminate the Invitation and amend or waive any of the terms and conditions of the Invitation at any time before the announcement of the acceptance of the Existing Capital Securities validly tendered and may, in its sole and absolute discretion, waive any of the conditions to the Invitation either before or after such announcement. New Financing Condition The purchase of any Existing Capital Securities by the Offeror pursuant to the Invitation is subject, without limitation, to the successful settlement (in the sole determination of the Offeror) of the issue of the New Capital Securities (the "New Financing Condition"). Even if the New Financing Condition and the other conditions set out in the Tender Offer Memorandum are satisfied, the Offeror is not under any obligation to accept for purchase any Existing Capital Securities tendered pursuant to the Invitation. Subject to applicable law, the acceptance for purchase by the Offeror of Existing Capital Securities validly tendered pursuant to the Invitation is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason. For the avoidance of doubt, nothing in this announcement, the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Capital Securities. Any investment decision to purchase any New Capital Securities should be made solely on the basis of the information contained in the final offering circular relating to the New Capital Securities (the "Offering Circular") to be prepared by NBK Tier 1 Limited and the Offeror and which, when published, will be made available to the public in accordance with the requirements of the London Stock Exchange's International Securities Market Rulebook, and no reliance is to be placed on any representations other than those contained in the Offering Circular. Subject to compliance with all applicable securities laws and regulations, the preliminary offering circular dated 30 June 2025 (the "Preliminary Offering Circular") is available from the Joint Lead Managers on request. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Capital Securities or the guarantee thereof in the United States or any other jurisdiction. The New Capital Securities and the guarantee thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The New Capital Securities and the guarantee thereof may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except in transactions exempt from, or in transactions not subject to, the registration requirements of the Securities Act and any applicable securities law of any state or other jurisdiction of the United States. Accordingly, the New Capital Securities and the guarantee thereof are being offered or sold to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act and to persons who are "qualified institutional buyers" in reliance on Rule 144A under the Securities Act. No action has been or will be taken in any jurisdiction in relation to the New Capital Securities or the guarantee thereof to permit a public offering of securities. The offer and sale of the New Capital Securities and the guarantee thereof will be subject to the selling restrictions specified in the Offering Circular. Allocation of New Capital Securities When considering the allocation of the New Capital Securities, the Offeror may give preference to those Securityholders who, prior to such allocation, have informed the Offeror or any Dealer Manager that they have validly tendered or have given a firm intention to the Offeror or any Dealer Manager that they intend to tender their Existing Capital Securities pursuant to the Invitation. Therefore, a Securityholder who wishes to subscribe for New Capital Securities in addition to tendering its Existing Capital Securities for purchase pursuant to the Invitation may be eligible to receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the New Capital Securities, subject to the issue of the New Capital Securities and such Securityholder making a separate application for the purchase of such New Capital Securities to a Dealer Manager (in its capacity as a Joint Lead Manager of the issue of the New Capital Securities) in accordance with the standard new issue procedures of such Joint Lead Manager. However, the Offeror is not obliged to allocate the New Capital Securities to a Securityholder who has validly tendered or indicated a firm intention to tender the Existing Capital Securities pursuant to the Invitation and, if New Capital Securities are allocated, the principal amount thereof may be less or more than the principal amount of Existing Capital Securities tendered by such Securityholder and accepted by the Offeror pursuant to the Invitation. Securityholders should note that the pricing and allocation of the New Capital Securities are expected to take place prior to the Expiration Deadline and a Securityholder who wishes to subscribe for New Capital Securities in addition to tendering its Existing Capital Securities for purchase pursuant to the Invitation, should provide, as soon as practicable, to the Offeror or any Dealer Manager any indications of a firm intention to tender Existing Capital Securities for purchase pursuant to the Invitation and the quantum of Existing Capital Securities that it intends to tender. No Pro Rata Scaling If the Existing Capital Securities validly tendered in the Invitation are accepted for purchase by the Offeror, the Offeror will accept for purchase any and all of the Existing Capital Securities that are validly tendered, with no pro rata scaling. Expected Transaction Timeline
The above times and dates are subject to the right of the Offeror to extend, re-open, amend, withdraw and/or terminate the Invitation (subject to applicable law and as provided in the Tender Offer Memorandum). Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Capital Securities when such intermediary would need to receive instructions from a Securityholder in order for that Securityholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Invitation, 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 above. Further Information A complete description of the terms and conditions of the Invitation is set out in the Tender Offer Memorandum. Citigroup Global Markets Limited, HSBC Bank plc, J.P. Morgan Securities plc and Standard Chartered Bank are acting as the dealer managers (the "Dealer Managers") for the Invitation. Kroll Issuer Services Limited is acting as the Tender and Information Agent. Questions and requests for assistance in connection with the Invitation may be directed to: THE DEALER MANAGERS
Questions and request for assistance in connection with the delivery of Tender Instructions including requests for a copy of the Tender Offer Memorandum may be directed to: THE TENDER AND INFORMATION AGENT Kroll Issuer Services Limited Tel: +44 20 7704 0880 Each Securityholder is solely responsible for making its own independent appraisal of all matters as such Securityholder deems appropriate (including those relating to the Invitation, the Existing Capital Securities, the Offeror and the Issuer) and each Securityholder must make its own decision, based upon its own judgement and having obtained advice from such financial, accounting, legal and tax advisers as it may deem necessary, as to whether to tender any or all of its Existing Capital Securities for purchase pursuant to the Invitation. None of the Dealer Managers, the Tender and Information Agent or any of their respective directors, officers, employees, agents or affiliates makes any representation or recommendation whatsoever regarding the Invitation, and none of the Offeror, the Issuer, the Dealer Managers, the Tender and Information Agent or their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Invitation contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender and Information Agent, the Offeror, the Issuer or any of their respective directors, officers, employees, agents or affiliates is acting for any Securityholder, or will be responsible to any Securityholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Invitation, and accordingly none of the Dealer Managers, the Tender and Information Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Offeror to disclose information with regard to the Offeror or the Existing Capital Securities which is material in the context of the Invitation and which is not otherwise publicly available. None of the Dealer Managers, the Tender and Information Agent, the Offeror, the Issuer or any of their respective directors, officers, employees, agents or affiliates makes any representation or recommendation whatsoever regarding the Invitation, or any recommendation as to whether Securityholders should tender Existing Capital Securities in the Invitation. Disclaimer This announcement must be read in conjunction with 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 Invitation. If any Securityholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Offer and Distribution Restrictions Neither this announcement nor the tender offer memorandum constitutes an invitation to participate in the Invitation 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 offer under applicable securities laws or otherwise. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Offeror, the Issuer, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Dealer Managers or by the Offeror. United Kingdom The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Invitation are 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 (as amended). 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, and may only be acted upon by, 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, (as amended) (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. France The Invitation is not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "Prospectus Regulation"). Neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Invitation have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Invitation. This announcement, the Tender Offer Memorandum and any other document or material relating to the Invitation have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers. Belgium Neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Invitation have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Invitation may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Invitation may not be advertised and the Invitation will not be extended, and neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Invitation (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" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time). Italy None of the Invitation, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Invitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). The Invitation 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. Securityholders or beneficial owners of the Existing Capital Securities resident and/or located in Italy can tender some or all of their Existing Capital Securities pursuant to the Invitation 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 1 September 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 Existing Capital Securities or the Invitation. State of Kuwait This announcement and the Tender Offer Memorandum is private, solely addressed to the Securityholders, confidential and is neither intended nor approved for general circulation in the State of Kuwait. The Invitation does not constitute, and shall not be interpreted in any circumstance as, an offer or invitation to subscribe for, or purchase, any securities (regardless of nomenclature or type) in the State of Kuwait. The Invitation shall not constitute, and shall not be interpreted in any circumstance as, an issuance or an offering of "Securities" (as defined in Law No. 7 of 2010 or the bylaws thereto, each as amended (the "Securities Regulations")) by the Offeror or the Issuer in the state of Kuwait and any invitation to subscribe in the New Capital Securities made onshore to prospective investors in the State of Kuwait shall be subject to the terms and conditions of the Offering Circular and, where applicable, after having obtained the requisite regulatory approvals in accordance with the Securities Regulations. The Dealer Managers, their agents and representatives have not been registered, licensed, or authorised to market, offer, distribute or sell securities in the State of Kuwait where it is unlawful to make such an offer or invitation without compliance with the registration, licensing or other legal requirements mandated by the Securities Regulations. While the Invitation does not specifically target persons in the State of Kuwait, this announcement, the Tender Offer Memorandum and any other documents or materials in relation thereto shall only be deemed available to persons in the State of Kuwait on a cross-border/offshore basis. Interested Securityholders in the State of Kuwait who solicit the Dealer Managers, their agents and representatives acknowledge the restrictions under the Securities Regulations. No services relating to the Invitation, including the receipt of applications and/or the allotment of interests (regardless of nomenclature or type) shall be rendered and/or be considered to have been rendered within the State of Kuwait by the Dealer Managers, their agents and representatives. The participation in the Invitation as contemplated in this announcement and the Tender Offer Memorandum by investors in the State of Kuwait is not governed by the laws of the State of Kuwait as all the related contractual instruments will be entered into, or deemed to have been entered into, outside the jurisdiction of the State of Kuwait. Investors from the State of Kuwait shall be precluded from the disclosure or distribution of any materials or information in relation to this announcement or the Tender Offer Memorandum to any other person in the State of Kuwait. General This announcement, the Tender Offer Memorandum and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Existing Capital Securities (and tenders of Existing Capital Securities for purchase pursuant to the Invitation will not be accepted from Securityholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Invitation to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Invitation shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction. Each Securityholder participating in the Invitation will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Invitation" in the Tender Offer Memorandum. Any tender of Existing Capital Securities for purchase pursuant to the Invitation from a Securityholder that is unable to make these representations will not be accepted. Each of the Offeror, the Issuer, the Dealer Managers and the Tender and Information Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Existing Capital Securities for purchase pursuant to the Invitation whether any such representation given by a Securityholder 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. MAR This announcement is released by National Bank of Kuwait S.A.K.P. and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, as amended (the "MAR"). For the purposes of MAR this announcement is made by Amir Hanna, Group Chief Communications Officer, on behalf of National Bank of Kuwait S.A.K.P. THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF MAR. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT
SOURCE National Bank of Kuwait S.A.K.P. | ||||||||||||||||||||||||||||||||||||||||||
Company Codes: ISIN:XS2010037922 |
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