STOCKHOLM, Sept. 18 /PRNewswire/ -- Skandinaviska Enskilda Banken AB (publ) (the Bank) today announces its offer to the holders of its outstanding U.S.$500,000,000 Capital Contribution Securities, currently bearing an interest rate of 4.958% per annum (the 4.958% Securities) and U.S.$600,000,000 Capital Contribution Securities, currently bearing an interest rate of 5.471% per annum (the 5.471% Securities and, together with the 4.958% Securities, the Securities) to purchase their Securities for cash (together, the Tender Offer). The Tender Offer is made pursuant to a modified "Dutch Auction" on the terms and subject to the conditions set out in the Offer to Purchase dated 18 September 2009 (the Offer to Purchase). This announcement should be read in conjunction with the Offer to Purchase.
The purpose of the Tender Offer is to create additional Core Tier 1 capital in the capital structure of the Bank in order to improve and to strengthen the quality of its capital base.
The following table provides information with respect to the Securities and summarises terms material to the determination of the Total Consideration and the Early Participation Payment, each as defined below.
Series of ISINs Outstanding Early Total
Securities Principal Participation Consideration
Amount Payment(1) (Acceptable
Bid Price
Range)(1)(2)
----------------- ----------- -------------- ------------- --------------
U.S.$500,000,000
Capital
Contribution
Securities,
currently
bearing
interest at a
rate of 4.958% US830505AL70 U.S.$500,000,000 U.S.$40 U.S.$780
per annum USW25381DLO7 - U.S.$850
U.S.$600,000,000
Capital
Contribution
Securities,
currently
bearing
interest at a
rate of 5.471% US830505AM53 U.S.$600,000,000 U.S.$40 U.S.$780
per annum USW25381DM89 - U.S.$850
(1) Per U.S.$1,000 principal amount of Securities that are accepted for
purchase.
(2) Includes the Early Participation Payment.
Copies of the Offer to Purchase are available from the Dealer Managers and the Information Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase.
Details of the Offers
The Bank is offering to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, the maximum aggregate principal amount of the 4.958% Securities and the 5.471% Securities that it can purchase for U.S.$400,000,000 (excluding Accrued Interest (as defined below) and subject to amendment as described in the Offer to Purchase, which amendment may be significant, the Maximum Payment Amount), at a purchase price per U.S.$1,000 in principal amount determined in accordance with the procedures set forth in the Offer to Purchase. The Bank reserves the right, but is not obligated, to amend the Maximum Payment Amount in the circumstances described in the Offer to Purchase, which amendment may be significant, without, in the event of any increase in the Maximum Payment Amount, extending the Withdrawal Date (as described in the Indicative Tender Offer Timetable set out below) or otherwise reinstating withdrawal rights. The Tender Offer is conditioned upon the Replacement Regulatory Capital Condition (as described below) and certain other conditions (as described in full in the Offer to Purchase). The Tender Offer is not conditioned on any minimum amount of Securities being tendered. The Bank expressly reserves its right to terminate the Tender Offer at any time prior to the Expiration Time (as described in the Indicative Tender Offer Timetable set out below).
The Total Consideration (as defined below) payable for each series of Securities is determined based on a formula consisting of a "base" price plus a Clearing Premium applicable to both series of Securities to be determined pursuant to a modified "Dutch Auction" process described in full in the Offer to Purchase. Holders validly tendering their Securities after the Early Participation Date and at or prior to the Expiration Time will only be eligible to receive the Tender Offer Consideration, which is equal to the Total Consideration less the Early Participation Payment (as defined in the table above). The Total Consideration and the Tender Offer Consideration will be payable in cash. Acceptance of tendered Securities may be subject to proration as described in the Offer to Purchase. In addition, holders who tender Securities that are accepted for purchase by the Bank will receive a cash payment representing the accrued and unpaid interest on those Securities from the last interest payment date to, but not including, the settlement date for Securities purchased by the Bank pursuant to the Tender Offer (Accrued Interest).
The Total Consideration for each U.S.$1,000 principal amount of either series of Securities validly tendered (and not withdrawn) pursuant to the Tender Offer on or prior to the Early Participation Date and accepted for purchase by the Bank will be equal to the sum of: (i) the Base Price (equal to (a) U.S.$780 for the 4.958% Securities and (b) U.S.$780 for the 5.471% Securities) for that series of Securities and (ii) the Clearing Premium, which Clearing Premium will be determined pursuant to a modified "Dutch Auction".
The Tender Offer Consideration for each U.S.$1,000 principal amount of either series of Securities validly tendered pursuant to the Tender Offer after the Early Participation Date and at or prior to the Expiration Time and accepted for purchase by the Bank will consist of the Total Consideration for that series of Securities less the Early Participation Payment for each U.S.$1,000 principal amount of Securities accepted for purchase.
Replacement Regulatory Capital Condition and Maximum Payment Amount
The consummation of the Tender Offer is subject to satisfaction or waiver of certain conditions, including the Replacement Regulatory Capital Condition. The purchase by the Bank of any Securities validly tendered is subject to the requirement of the Swedish Financial Supervisory Authority that before such purchase the Bank must have issued a further aggregate nominal amount of capital contribution securities with no less favourable regulatory capital treatment to the Securities at least equal to the Maximum Payment Amount (or its equivalent in the currency of the further capital contribution security issue) (the Replacement Regulatory Capital Condition).
The Bank has also announced on the date of this announcement that it intends to issue outside the United States a new series of euro-denominated Tier 1 capital contribution securities (the New Euro Tier 1 Securities), which will have no less favourable regulatory capital treatment to the Securities. If the Bank is able to successfully issue an aggregate nominal amount of New Euro Tier 1 Securities at least equal to the Maximum Payment Amount then the Replacement Regulatory Capital Condition will be satisfied.
However, to the extent the aggregate nominal amount of any New Euro Tier 1 Securities is less than the Maximum Payment Amount, the Bank will need to make a corresponding reduction to the Maximum Payment Amount in order to be able to consummate the Tender Offer (although the ability to make such amendment is without prejudice to its right to otherwise terminate the Tender Offer at any time prior to the Expiration Time). To the extent the aggregate nominal amount of the New Euro Tier 1 Securities is more than the Maximum Payment Amount this will enable the Bank to similarly increase the Maximum Payment Amount if it wishes to do so.
Indicative Tender Offer Timetable
Events Times and Dates
Tender Offer announced Friday, 18 September 2009
Early Participation Date 5:00 p.m. (New York City time)
on Thursday, 1 October 2009
Final deadline by which holders of
Securities must have tendered (and not
withdrawn) such holder's Securities in the
Tender Offer in order to be eligible to
receive the Early Participation Payment
Withdrawal Date 5:00 p.m. (New York City time)
on Thursday, 1 October 2009
The latest time and date at which a holder
of Securities can withdraw its tender
(subject to such date being extended
in accordance with the terms of the
Tender Offer)
Announcement of Early Participation 9:00 a.m. (New York City time)
results on Friday, 2 October 2009
Announcement of Securities tendered by
the Early Participation Date
Expiration Time
Final deadline for receipt of valid Tender
Instructions by the Depositary 12:00 midnight (New York City
time) on Monday, 19 October
2009
Announcement of Tender Offer Results
Announcement of whether the Bank will Tuesday, 20 October 2009
accept valid tenders of Securities for
purchase pursuant to the Tender Offer and,
if so accepted, the Total Consideration
relating to such Securities.
Payment Date
Expected payment date for the Tender Offer. Thursday, 22 October 2009
Holders of Securities are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Tender Offer.
Goldman, Sachs & Co. and Banc of America Securities LLC are acting as Dealer Managers and Global Bondholder Services Corporation is acting as the Depositary and Information Agent. The Depositary and Information Agent are the agents of the Bank and owe no duty to any holder of Securities.
Questions and requests for assistance in connection with the Tender Offer may be directed to any
Dealer Manager.
Dealer Managers
Goldman, Sachs & Co. BofA Merrill Lynch
Liability Management Group Debt Advisory Services
One New York Plaza One Bryant Park
New York, New York 10004 New York, NY 10036
Attention: Liability Management Attention: Debt Advisory Services
Telephone: (800) 828-3182 (toll free) Telephone: 888-292-0070 (toll free)
(212) 902 5183 (collect) 646-855-3401 (collect)
Email: tom.healy@gs.com
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Information Agent.
Depositary and Information Agent
Global Bondholder Services Corporation
65 Broadway - Suite 723
New York, New York 10006
Attention: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free (866)-873-7700
Disclaimer: This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If you have any doubt as to the action you should take, you are recommended to seek your own financial advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Securities in the Tender Offer. None of the Dealer Managers, the Depository and Information Agent or the Bank makes any recommendation as to whether holders of Securities should tender Securities for purchase pursuant to the Tender Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (France). Neither the Offer to Purchase nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifies) other than individuals, all as defined in and in accordance with Articles L.411-1. L.411-2 and D.411-1 to D.411-3 of the French Code monetaire et financier, are eligible to participate in the Tender Offer. The Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorite des Marches Financiers.
Italy
The Tender Offer is not being made, directly or indirectly, in the Republic of Italy (Italy). The Tender Offer and the Offer to Purchase have not been submitted to the clearance procedures of the Commissione Nazionale per le Societe e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of Securities are notified that, to the extent such holders are located or resident in Italy, the Tender Offer is not available to them and they may not tender Securities for purchase pursuant to the Tender Offer and, as such, any Tender Instructions received from or on behalf of such persons shall be ineffective and void, and neither the Offer to Purchase nor any other documents or materials relating to the Tender Offer or the Securities may be distributed or made available in Italy.
United Kingdom
The communication of the Offer to Purchase and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purpose of Section 21 of the Financial Services and Markets Act 2000 (FSMA). 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 those persons in the United Kingdom falling within the definition of Investment Professionals (as defined in Article 19(5) of the FSMA (Financial Promotion) Order 2005 (the Financial Promotion Order) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (SEE OFFER AND DISTRIBUTION RESTRICTIONS BELOW)
