Waiver of Conditions and completion of the Offers and of the Proposals

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Kelly Cobb
6 years ago
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1 Novo Banco S.A. announces results of Tender Offers and Proposals 4 October 2017 Novo Banco S.A. (the Bank ) today announces the results of the separate invitations to holders (the Securityholders ) of each series of outstanding securities listed below (each a Series and together, the Securities ): (i) (ii) to tender any and all of their Securities for purchase by the Bank for cash (such invitations, the Offers and each an Offer ); and to approve, by the relevant Extraordinary Resolution, certain modifications to the terms and conditions of each Series of Securities (the Terms and Conditions ) to provide for the relevant Issuer to redeem (the Issuer Early Redemption ) all, but not some only, of such Series of Securities remaining (if any) on completion of the relevant Offer (the Proposal and together, the Proposals ), in each case, on the terms and subject to the conditions set out in the Tender Offer and Solicitation Memorandum dated 24 July 2017 (as supplemented, the Tender Offer and Solicitation Memorandum ) and the Portuguese Offer Memorandum dated 24 July 2017 (as supplemented, the Portuguese Offer Memorandum ). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer and Solicitation Memorandum. Waiver of Conditions and completion of the Offers and of the Proposals The aggregate nominal amount of (i) the Securities which have been validly tendered and not withdrawn pursuant to the Offers in those Series where the Extraordinary Resolution did not pass and (ii) the Securities of those Series in respect of which the Extraordinary Resolution passed is 4,742,867,393 1, of which 1,871,369,393 in aggregate nominal amount was issued by Novo Banco S.A., London. The Minimum Participation Condition has therefore not been met. However, considering that Lone Star and the Resolution Fund have agreed that the final levels of Securities validly tendered in the Offers for all the Series where the Extraordinary Resolution did not pass and all the Series in respect of which the Extraordinary Resolution passed will be deemed to satisfy automatically the relevant condition precedent set out in the Lone Star sale and purchase agreement upon consummation of the Offers and the Proposals, the Bank has decided to waive the Minimum Participation Condition. The Resolution Fund and Lone Star have agreed that, subject to the following sentence, all conditions precedent to the agreement entered into between the Resolution Fund and Lone Star for the sale and purchase of 75 per cent. of the share capital of the Bank have been satisfied or waived (or will, assuming that the Offers are consummated and the Proposals implemented, be immediately satisfied or waived). However, with respect to formal regulatory approvals from the European Commission (Directorate General for Competition), the Resolution Fund and Lone Star have agreed that an agreement has been reached in principle with the European Commission and that the relevant conditions precedent related to European Commission approval will be deemed automatically satisfied upon completion of the formal procedures of approval by the European Commission of that agreement in principle. As such, having satisfied itself as to certain conditions, the Bank has decided to waive this Condition and to proceed with completion of the Offers and of the Proposals. Accordingly, the Bank has accepted all valid tenders for purchase and the Proposals shall be implemented. Details of the Securities accepted and to be redeemed are set out in the table below. 1 Based on an exchange rate of USD/EUR with respect to Securities denominated in USD as at 28 September

2 ISIN Issuer 2 /Guarantor 3 Description of Security Extraordinary Resolution passed? If the Extraordinary Resolution was not passed, nominal amount of Securities validly accepted for purchase XS through its London 200,000,000 Fixed Rate Notes due April 2019 (Series 7) XS through its London 750,000,000 Fixed Rate Notes due April 2019 (Series 10) XS through its London due May 2019 (Series 12) XS through its London due May 2019 (Series 13) XS through its London due May 2019 (Series 14) XS ,311,000 Credit Linked Notes Portugal due 2021 (Series 113) XS ,841,000 Credit Linked Notes Portugal due 2021 (Series 114) No 7,216,000 XS through its London 225,000,000 Fixed Rate Notes due February 2022 (Series 3) XS through its London 300,000,000 Fixed Rate Notes due March 2022 (Series 6) XS U.S.$200,000,000 Fixed Rate Notes due June 2022 (Series 2) XS ,000,000 CMS Linked Notes due February 2035 (Series 40) No 62,875,000 XS due January 2043 (Series 3) No 286,000 XS due January 2043 (Series 4) No 0 XS due February 2043 (Series 5) No 771,000 XS due March 2043 (Series 6) No 191,000 XS ,000,000 Zero Coupon Callable Notes due September 2029 (Series 37) XS due July 2040 (Series 60) No 0 XS due July 2041 (Series 61) No 2,339,000 XS due July 2042 (Series 59) No 266,000 2 The Securities issued by NB Finance Ltd. were originally issued by BES Finance Ltd. Following the resolution measure applied to Banco Espírito Santo, S.A. on 3 August 2014, the holders of each Series of such Securities approved by extraordinary resolution the substitution of NB Finance Ltd. as issuer in place of BES Finance Ltd. 3 Where applicable. Only Series designated as issued by NB Finance Ltd. are guaranteed. 2

3 ISIN Issuer 2 /Guarantor 3 Description of Security Extraordinary Resolution passed? If the Extraordinary Resolution was not passed, nominal amount of Securities validly accepted for purchase XS due July 2043 (Series 56) No 244,000 XS due July 2044 (Series 57) No 727,000 XS due July 2045 (Series 58) No 53,707,000 XS due April 2046 (Series 20) No 168,835,000 XS due March 2047 (Series 17) XS due March 2048 (Series 15) XS due April 2048 (Series 18) No 1,465,000 XS due October 2048 (Series 7) No 550,000 XS due January 2049 (Series 8) XS due January 2049 (Series 9) XS due February 2049 (Series 10) XS due February 2049 (Series 11) No 3,287,000 XS due February 2049 (Series 12) No 11,411,000 XS due March 2050 (Series 16) XS due February 2051 (Series 13) No 91,338,000 XS due March 2051 (Series 14) No 252,852,000 XS due April 2052 (Series 19) No 9,095,000 Settlement Date The Settlement Date in respect of the Securities accepted for purchase pursuant to the relevant Offer will be 4 October Securityholders who have validly tendered their Securities will receive the relevant Purchase Price and the relevant Accrued Interest Payment (if any) for the Securities accepted for purchase pursuant to the relevant Offer on such date. For each Series of Securities in respect of which the relevant Extraordinary Resolution has passed, any Securities not purchased pursuant to the relevant Offer shall be redeemed pursuant to the relevant Issuer Early Redemption at the Early Redemption Amount together with the relevant Accrued Interest Payment (if any) on the Settlement Date. 3

4 Supplemental Trust Deeds For each Series of Securities in respect of which the relevant Extraordinary Resolution has passed, the relevant Supplemental Trust Deed implementing the relevant Proposal and the amendments to the terms and conditions of the Securities was executed by the relevant Issuer and the Trustee (and, in the case of Securities issued by NB Finance Ltd., the Bank) on 4 October

5 DISCLAIMER This announcement must be read in conjunction with the Tender Offer and Solicitation Memorandum. OFFER AND DISTRIBUTION RESTRICTIONS Neither this announcement nor the Tender Offer and Solicitation Memorandum constitutes an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities for purchase pursuant to the Offers 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 any Offer to be made by a licensed broker or dealer and any Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, any such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Bank in such jurisdiction (but only in respect of an Offer to any Eligible Securityholder). The distribution of this announcement and/or the Tender Offer and Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer and Solicitation Memorandum comes are required by the Bank, the Issuers, the Dealer Managers, the Tender Agent and the Trustee to inform themselves about, and to observe, any such restrictions. This announcement is released by Novo Banco S.A. 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 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Luis Sarmento, Investor Relations, for Novo Banco S.A. 5

NOTICE AND EXTRAORDINARY RESOLUTION

NOTICE AND EXTRAORDINARY RESOLUTION THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF SECURITYHOLDERS. IF SECURITYHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD