Tender Offer and Consent Solicitation
Byblos Bank S.A.L.
Press Release - US$300 million notes due 2021 Tender Offer and Consent Solicitation
19 June 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") refers to the tender offer and consent solicitation in respect of its US$300 million notes due 2021 (the "Notes") pursuant to which Noteholders were 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 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"). Capitalised terms in this announcement shall have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum.
The proposed resolution of Noteholders (the "Resolution") to implement the Proposal was set out in the Notice to Noteholders sent to Noteholders on 28 May 2020 via the Clearing Systems.
The Meeting was held on 19 June 2020 at 12.pm (noon) Beirut time at the offices of Byblos Bank SAL and the Resolution was duly passed.
The Bank hereby confirms that (i) as at 10:00 a.m. (Beirut time) on 18 June 2020 (being the Expiration Deadline), an aggregate nominal principal amount of Notes equal to $211,774,000 have been validly tendered; and (ii) the Conditions to the Offer have each been satisfied.
The Tender Offer Consideration is expected to be paid by the Bank in respect of the Notes which have been validly tendered, in accordance with and subject to the Tender Offer and Consent Solicitation Memorandum, on the Settlement Date, which is currently anticipated to be 29 June 2020.
As a result of the Resolution being passed and each of the Conditions to the Offer having been satisfied, the Payment Deed and Supplemental Trust Deed are to be executed pursuant to the Resolution.
As more fully described in the Tender Offer and Consent Solicitation Memorandum, and subject to the terms thereof, Noteholders that had not already tendered their Notes now have until 10:00 a.m. (Beirut time) on 26 June 2020 to tender their Notes in accordance with the procedures set out in the Tender Offer and Consent Solicitation Memorandum.
Noteholders, who have not done so already and who wish to tender their Notes, should be aware that such Holders must nominate a bank account in Lebanon into which US Dollars can be transferred (and should therefore allow sufficient time to open such a bank account in Lebanon if necessary) and for completion of the necessary procedures for all of the Tender Instructions to be submitted and received ahead of this deadline.
Holders who do not validly tender their Notes by this deadline will nevertheless have their Notes redeemed at the Redemption Amount but will not receive any other amounts from the Bank other than subject to and in accordance with the terms of the Payment Deed, as more fully described in the Tender Offer and Consent Solicitation Memorandum.
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 deadline specified above. The deadline set by any such intermediary will be earlier than the relevant deadlines specified above.
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 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.
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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