Tender Offer and Consent Solicitation
Byblos Bank S.A.L.
Press Release - US$300 million notes due 2021 Tender Offer and Consent Solicitation
28 May 2020
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Byblos Bank (the "Bank") has today launched a tender offer and consent solicitation in respect of its US$300 million notes due 2021 (the "Notes") pursuant to which Noteholders are invited to tender their Notes for purchase by the Bank, subject to the terms more fully set out in the Tender Offer and Consent Solicitation Memorandum dated 28 May 2020 (the "Tender Offer and Consent Solicitation Memorandum" and the "Tender Offer", respectively), and to vote at a meeting of Noteholders (the "Meeting") to approve an amendment to the terms and conditions of the Notes to provide for early redemption of the Notes (the "Proposal" and, together with the Tender Offer, the "Offer"). Capitalised Terms shall have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum.
The purchase price in respect of Notes which have been validly tendered and accepted for purchase by the Bank pursuant to the Tender Offer will be the outstanding nominal principal amount of such Notes plus all unpaid and accrued interest until the Settlement Date (the "Total Consideration").
If the Proposal is approved at the Meeting, the amount payable in respect of outstanding Notes which have not been validly tendered and accepted for purchase by the Bank pursuant to the Tender Offer will be (i) a redemption amount equal to US$0.10 per US$1,000 of principal amount of the Notes, payable through customary procedures in the Clearing Systems (the "Redemption Amount"); and (ii) an additional redemption amount equal to US$999.90 per US$1,000 of principal amount of the Notes plus unpaid and accrued interest until the applicable early redemption date, which will only be payable subject to satisfaction of certain conditions specified in a payment deed to be entered into by the Bank, and as set out in the Tender Offer and Consent Solicitation Memorandum.
All payments in respect of the Tender Offer and the early redemption of the Notes pursuant to the Proposal (other than the Redemption Amount) will be paid only to accounts in Lebanon nominated by a Holder in respect of its holding of Notes.
Set out below is an indicative timetable showing one possible outcome for the timing of the Tender Offer and the Proposal, based on the dates set out in this Tender Offer and Consent Solicitation Memorandum. This timetable is subject to change and dates may be extended or changed by the Bank, in its sole and absolute discretion, in accordance with the terms and conditions set out in the Tender Offer and Consent Solicitation Memorandum. Accordingly, the actual timetable may differ significantly from the timetable set forth below. In addition, the timetable may also differ if the Meeting is required to be adjourned.
Each Noteholder is advised to check with any broker, dealer, bank, custodian, trust company or other nominee or intermediary or clearing system (including any Clearing System) through which it holds Notes when such intermediary would require receipt of instructions from a Holder in order for that Holder to be able to participate in the Tender Offer before the deadlines specified above. The deadlines set by any such intermediary will be earlier than the relevant deadlines specified above.
Date and time (all times are Beirut time)
28 May 2020.............................................
Offer announced and Tender Offer and Consent Solicitation Memorandum available from the Tabulation Agent.
Notice of the Offer and the Meeting published via the Clearing Systems. A separate invitation to the Meeting shall be published in Lebanon in accordance with Lebanese law.
10:00 a.m. (Beirut time), 18 June 2020..........................
Deadline for receipt by the Tabulation Agent of all Tender Instructions in order for Holders to be eligible to receive the Total Consideration on the Settlement Date.
19 June 2020.............................................
Meeting and Announcement of Results
Meeting to consider the Proposal, to be held at the offices of Byblos Bank SAL at Beirut, Elias Sarkis Avenue, Byblos Tower bldg.
26 June 2020.............................................
Extended Expiration Deadline
If the Resolution in respect of the Notes has passed this is the new deadline for receipt by the Tabulation Agent of all Tender Instructions in order for Holders to be eligible to receive the Total Consideration on the Settlement Date.
29 June 2020.............................................
Subject to satisfaction of the Conditions to the Offer, payment of the Total Consideration in respect of all Notes accepted for purchase.
30 June 2020.............................................
Subject to the execution of the Supplemental Trust Deed pursuant to the Resolution, the redemption in full of the Notes pursuant to the Conditions as modified by the Supplemental Trust Deed and the payment of the Additional Redemption Amount subject to and in accordance with the Payment Deed.
Noteholders are advised to contact the Tabulation Agent specified below as soon as possible and to review the terms set out in the Tender Offer and Consent Solicitation Memorandum, including the Conditions to the Offer, the risk factors, the proposed terms of the Noteholder resolution and the actions that Noteholders are required to take in order to participate in the Tender Offer, to vote at the Meeting and/or to receive amounts under the Payment Deed.
Each Noteholder must obtain any consents or approvals that are needed and comply with any laws that apply in any place in order to tender Notes or to consent to the Proposal and each Noteholder shall be responsible nominating a bank account in Lebanon in order to be able to receive payments (other than, if the Resolution is passed, the Redemption Amount, which shall be paid through the Clearing Systems). None of the Bank, the Trustee, any Agent or the Tabulation Agent or any of their respective affiliates is responsible for any Noteholder's compliance with these requirements.
Lucid Issuer Services Limited
12 Argyle Walk
WC1H 8HA, London
Attention: Paul Kamminga / Thomas Choquet
Telephone: +44 207 704 0880
Email: [email protected]
THE TRUSTEE HAS NOT BEEN INVOLVED IN FORMULATING THE OFFER AND HAS NOT REVIEWED, NOR WILL IT REVIEW, ANY DOCUMENTS RELATING TO THE OFFER. THE TRUSTEE URGES HOLDERS WHO ARE IN DOUBT AS TO THE IMPACT OF THE OFFER OR ANY ASPECT OF IT, INCLUDING BUT NOT LIMITED TO THE IMPLEMENTATION OF THE RESOLUTION, THE PROPOSAL OR THE TENDER OFFER (INCLUDING ANY TAX CONSEQUENCES) TO SEEK THEIR OWN INDEPENDENT FINANCIAL, TAX AND LEGAL ADVICE.
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