Asscher Finance Ltd - Exchange Offer
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RNS Number:3606P Asscher Finance Limited 04 March 2008 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES 4 March 2008 Malachite Funding Limited launches Income Note Exchange Offer to holders of Mezzanine Euro Medium Term Notes Malachite Funding Limited (the "Issuer") announced today that it is inviting all holders of outstanding mezzanine euro medium term notes issued by Asscher Finance Limited ("Asscher") under its Euro Medium Term Note Programme (the "Mezzanine EMTNs") (other than U.S. persons and subject to certain other offer restrictions set forth in "Offer Restrictions" below) to offer to exchange for the relevant new income notes (the "Income Notes") to be issued by the Issuer under its U.S.$5,000,000,000 Income Note Programme (the "Programme") such Mezzanine EMTNs (the "Exchange Offer"). The Exchange Offer is on the terms and subject to the conditions set forth in the exchange offer memorandum dated 4 March 2008 (the "Exchange Offer Memorandum"). Application will be made for the Income Notes to be listed on the Irish Stock Exchange. The purpose of the Exchange Offer is to respond to current adverse market conditions by providing holders of Mezzanine EMTNs with the option to switch their Mezzanine EMTNs for an alternative investment in the Income Notes. The presence of certain features such as a term repurchase facility is intended to enable the Issuer to access senior funding more readily than under the senior debt programmes of Asscher. The portfolio of assets to be held by the Issuer will be broadly similar to the portfolio currently held by Asscher. The Issuer and Asscher have entered into an asset sale deed dated 8 February 2008 (the "Asset Sale Deed") pursuant to which Asscher has agreed with the Issuer the prices at which (i) Asscher may agree to purchase on the Settlement Date (as set out below) Mezzanine EMTNs and income notes issued by Asscher then held by the Issuer and (ii) the Issuer may agree to purchase from Asscher certain investments and/or associated derivatives and/or other derivatives. Agreement by Asscher to purchase Mezzanine EMTNs and/or income notes issued by Asscher, or by the Issuer to acquire certain investments and/or associated derivatives and/or other derivatives, is expected to be concluded by delivery by each relevant purchaser of a purchase notice (the "Purchase Notice") under the terms of the Asset Sale Deed. It is expected that each Purchase Notice will be given by the relevant purchaser soon after the Expiration Date (as set out below). The completion of any exchange of Mezzanine EMTNs for Income Notes pursuant to the Exchange Offer by the Issuer is conditional upon the receipt by the Exchange Agent, by 11.30 hours (London time) on the Settlement Date, of a notice from the Dealer Manager that: (i) Asscher has received on or prior to the Settlement Date a Purchase Notice sent by the Issuer agreeing to acquire from Asscher certain investments and/or associated derivatives and/or other derivatives; and (ii) HSBC Bank plc as fiscal agent in respect of the Mezzanine EMTNs has received, on or prior to the Settlement Date, a valid instruction given by or on behalf of Asscher to cancel or mark down (as applicable) on the Settlement Date such Mezzanine EMTNs as are specified in the relevant Purchase Notice (the "Conditions Precedent to Settlement"). Income Notes will be issued by the Issuer in exchange for Mezzanine EMTNs in an amount determined by reference to the relevant exchange ratio (the "Exchange Ratio"). In respect of a particular series of Mezzanine EMTNs, (i) Tier 1 Income Notes and (ii) Tier 2 Income Notes will be issued by the Issuer under its Programme, as more particularly set forth in the Exchange Offer Memorandum. In respect of exchanges of Mezzanine EMTNs for Income Notes denominated in USD, the Exchange Ratio shall be 0.84000 in respect of (i) above and 0.16000 in respect of (ii) above. In respect of exchanges of Mezzanine EMTNs for Income Notes denominated in EUR, GBP or JPY, the Exchange Ratio shall be determined on or around 20 March 2008 on the basis of a reference swap, as more fully set forth in the Exchange Offer Memorandum. Holders of Mezzanine EMTNs denominated in USD, EUR or GBP may only offer to exchange such Mezzanine EMTNs for Income Notes denominated in the same currency (being USD, EUR or GBP, as the case may be). Holders of Mezzanine EMTNs denominated in JPY may offer to exchange such Mezzanine EMTNs for Income Notes denominated in JPY or for Income Notes denominated in USD. If a holder of Mezzanine EMTNs denominated in JPY offers to exchange such Mezzanine EMTNs for Income Notes denominated in JPY, the Income Notes may be issued in an aggregate principal amount lower than the aggregate principal amount of Mezzanine EMTNs validly offered for exchange and accepted, as more fully set forth in the Exchange Offer Memorandum. On the Settlement Date, there will be no payment to any holder of Mezzanine EMTNs who has validly offered to exchange such Mezzanine EMTNs pursuant to the Exchange Offer (such offer having been accepted by the Issuer) of interest on such Mezzanine EMTNs accrued and unpaid from (and including) the immediately preceding interest payment date (for each relevant series) up to (but excluding) the Settlement Date (the "Accrued Interest"). Instead, the Issuer will procure that, on the first interest payment date of the respective series of Income Notes into which they are exchanged, there is paid to the holder of such Income Notes an amount, additional to the first short coupons and additional margins (as applicable), equivalent to the Accrued Interest on such Mezzanine EMTNs, as more fully set forth in the Exchange Offer Memorandum. A holder of Income Notes of a particular series will be entitled to receive interest at the relevant margin applicable to such series of Income Notes, payable in arrear on each interest payment date, as more fully set forth in the Exchange Offer Memorandum. In addition to the margin amounts, a holder of Income Notes will be entitled to receive the additional margin applicable to such Income Notes, payable in arrear on each interest payment date, as more fully set forth in the Exchange Offer Memorandum. The interest payment dates of the Income Notes shall be 20 February, 20 May, 20 August and 20 November in each year, commencing on 20 May 2008. The terms and conditions applicable to the Income Notes shall be the terms and conditions as set forth under the section entitled "Terms and Conditions of the Notes" in the base prospectus of the Programme, as supplemented by the relevant final terms, a form of which is set out in the Exchange Offer Memorandum. The anticipated transaction timetable is summarised below (all dates and times are subject to amendment and/or extension by the Issuer, as more fully set forth in the Exchange Offer Memorandum). Events Dates and Times (CET) Commencement of the Offer Period 15.00 Hours on 4 March 2008 Revocation Deadline 17.00 Hours on 14 March 2008 Expiration Date 17.00 Hours on 17 March 2008 Announcement of the acceptance of the Exchange Offer by the Issuer and At or around 17.00 hours on 19 the final aggregate principal amount of each series of Mezzanine EMTNs March 2008 accepted for exchange. Announcement of the Exchange Ratios and Margins in relation to At or around 17.00 hours on 20 exchanges of Mezzanine EMTNs for Income Notes denominated in EUR, GBP March 2008 or JPY, the spot rate used if a holder of Mezzanine EMTNs denominated in JPY offers such Mezzanine EMTNs for exchange into Income Notes denominated in USD (such offer having been accepted by the Issuer), and the final aggregate principal amount of each series of Income Notes to be issued in exchange for each series of Mezzanine EMTNs offered and accepted for exchange. Copies of the final terms in relation to each series of Income Notes to Between 09.00 hours on 25 March be sent to the holders of Mezzanine EMTNs. and 17.00 hours on 26 March 2008 Settlement Date for the Exchange Offer, delivery of Income Notes in 27 March 2008 exchange of Mezzanine EMTNs validly submitted for exchange and accepted, provided that the Exchange Agent is notified by the Dealer Manager by 11.30 hours (London time) on the Settlement Date that the Conditions Precedent to Settlement have been fulfilled. Requests for the Exchange Offer Memorandum should be directed to the Exchange Agent and are subject to the provision to the Exchange Agent of certain representations relating to the offer restrictions applying to the Exchange Offer, which are in line with those set out below under "Offer Restrictions": HSBC Bank plc Attn: Exchange Desk Tel: +44 207 991 3752 Email: MTNexchange@hsbc.com Requests for all other information about the Exchange Offer should be directed to the Dealer Manager: HSBC Bank plc Attn: Dealer Manager, David Szmukler Tel: +44 207 991 5925 Fax: +44 20 7992 4844 Email: firstname.lastname@example.org DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain and refer to important information, which should be read carefully before any decision is made to accept the Exchange Offer. In particular, you should have regard to the risk factors described under "Risk Factors" in the Exchange Offer Memorandum and in the base prospectus relating to the Programme. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser. The distribution of this announcement in certain jurisdictions, including the United Kingdom, France, Belgium, Italy and Spain is restricted by the laws of those jurisdictions. No action has been or will be taken in any jurisdiction in relation to the Exchange Offer that would permit an offer of securities to the public in any such jurisdiction (as further described below). OFFER RESTRICTIONS Neither this announcement nor the Exchange Offer Memorandum constitutes an invitation to participate in the Exchange Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation or offer the Income Notes under applicable securities laws. The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by each of Asscher, the Issuer, the Dealer Manager and the Exchange Agent to inform themselves about, and to observe, any such restrictions. General The Exchange Offer is not being made to, and no offers will be accepted from, or on behalf of, holders of Mezzanine EMTNs in any jurisdiction in which the making of the Exchange Offer would not be in compliance with the laws or regulations of such jurisdictions. United States The Exchange 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 of America (the "United States") or to U.S. persons as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") (each a "U.S. person"). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. Accordingly, copies of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted or distributed in or into the United States or to any U.S. person. Any purported offers to exchange Mezzanine EMTNs pursuant to the Exchange Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and offers to exchange made by a resident of 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 or any U.S. person will not be accepted. This announcement not an offer of securities for sale in the United States. The Income Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to or for the account of U.S. persons. The purpose of this announcement is limited to the Exchange Offer and this announcement may not be sent or given to a person in the United States. Each holder of Mezzanine EMTNs participating in this Exchange Offer will represent that it is not located in the United States and is not a U.S. person and is not giving an order to participate in the Exchange Offer from the United States or on behalf of a U.S. person. United Kingdom The communication of this announcement is not being made, and this announcement has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement is not being distributed to, and must not be passed on to, persons in the United Kingdom save in circumstances where section 21(1) of the said Act does not apply. The communication of this announcement is only being made to 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 (the "Order")) or to persons who fall within Article 43 of the Order or any person to whom it may otherwise lawfully be made by virtue of an exemption to section 21(1) of the said Act or otherwise in circumstances where it does not apply. Insofar as the communication in this announcement is made to or directed at investment professionals in terms of Article 19 of the Order, it is made to or directed at persons having professional experience in matters relating to investments, and any investment or investment activity to which it relates is available only to such persons or will be engaged in only with such persons, and persons who do not have professional experience in matters relating to investments should not rely upon it. France The Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France. This announcement, the Exchange Offer Memorandum or any other offering material relating to the Exchange Offer have not been and shall not be distributed to the public in the Republic of France and only qualified investors (investisseurs qualifies), as defined in and in accordance with Articles L.411-1 and D.411-2 to D.411-3 of the French Code monetaire et financier, but excluding individuals referred to in Article D.411-1 II 2[o]; acting for their own account are eligible to participate in the Exchange Offer. Belgium Neither this announcement nor the Exchange Offer Memorandum has been submitted for approval to the Belgian Banking, Finance and Insurance Commission and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined for the purposes of the law of 22 April 2003 on public offerings of securities and the royal decree of 7 July 1999 on the public nature of financial transactions, as amended or replaced from time to time. The Exchange Offer is consequently addressed in Belgium exclusively to, and may only be participated in by, holders who wish to tender a series of Mezzanine EMTNs for a consideration equivalent to euro 250,000 or more in respect of the relevant series of Income Notes, or who are qualifying professional investors within the meaning of Article 3, 2degrees of the Belgian Royal Decree of 7 July 1999 acting for their own account. Italy Neither this announcement nor the Exchange Offer Memorandum has been registered pursuant to Italian securities legislation. Income Notes may not be offered or sold in the Republic of Italy except in accordance with all Italian securities, tax and exchange control and other applicable laws and regulations. Income Notes may not be offered or sold, and copies of the Exchange Offer Memorandum or any other document relating to the Income Notes may not be distributed, in the Republic of Italy except: (a) to "Qualified Investors" pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended ("Decree No. 58") and as defined under Article 2(i)(e) (i) to (iii) of the Prospectus Directive; or (b) in any other circumstances where an express exemption from compliance with the public offering restrictions applies, as provided under Decree No. 58 or implementing regulations of Commissione Nazionale per le Societa e la Borsa. Any such offer, sale or delivery of the Income Notes or distribution of copies of the Exchange Offer Memorandum or any other document relating to the Income Notes in the Republic of Italy must be: (a) made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as amended, Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007, as amended and any other applicable laws and regulations; and (b) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy. Spain The Income Notes will not be offered, sold or distributed, nor will any subsequent resale of Income Notes be carried out in Spain, except in circumstances which do not constitute a public offer of securities in Spain within the meaning of the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores), as amended and restated, or without complying with all legal and regulatory requirements under Spanish securities laws. Neither the Income Notes nor the Exchange Offer Memorandum have been registered with the Spanish Securities Market Commission (Comision Nacional del Mercado de Valores) and therefore the Exchange Offer Memorandum is not intended for any public offer of the Income Notes in Spain. Ireland The Income Notes may not lawfully be offered for sale to persons in Ireland except in circumstances which do not require the publication of a prospectus pursuant to Article 3 of Prospectus Directive No. 2003/71/EC. The Income Notes will not, to the extent applicable, be underwritten or placed otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 (as amended). Cayman Islands No invitation to subscribe for the Income Notes will be made to the public of the Cayman Islands unless at the time of invitation the relevant Issuer is listed on the Cayman Islands Stock Exchange. Japan The Income Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended (the "FIEL")) and, accordingly, the Exchange Offer is not being made, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or resale of Income Notes, directly or indirectly, in Japan or to, or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan. Hong Kong No Income Notes may be offered or sold in Hong Kong, by means of any document, other than (a) to persons whose ordinary business is to buy and sell shares or debentures, whether as principal or agent; or (b) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. This announcement, the Exchange Offer Memorandum and any advertisement, invitation or document relating to the Income Notes may not be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Income Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance. This announcement has been issued through the Companies Announcement Service of The Irish Stock Exchange. This information is provided by RNS The company news service from the London Stock Exchange END ISESSMFMLSASESD
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