TIDM78NF
RNS Number : 6267X
Ras Al Khaimah (Government of)
08 December 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO
THE UNITED STATES, OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
8 December 2010
THE GOVERNMENT OF RAS AL KHAIMAH, ACTING THROUGH THE INVESTMENT & DEVELOPMENT
OFFICE, ANNOUNCES PRICING DETAILS OF EXCHANGE OFFER IN RESPECT OF NEW
CERTIFICATES, AND SATISFACTION OF OFFER CONDITIONS IN RESPECT OF THE EXCHANGE
OFFER AND TENDER OFFERS
Further to its announcements dated 15 November 2010, 29 November 2010, 1
December 2010 and 8 December 2010 the Government of the Emirate of Ras Al
Khaimah acting through the Investment & Development Office (the "IDO") hereby
announces final pricing details regarding the Exchange Offer and the New
Certificates.
Capitalised terms used in this announcement and not otherwise defined shall have
the meanings given to them in the offer memorandum dated 15 November 2010 (the
"Offer Memorandum") and the announcements dated 15 November 2010, 29 November
2010, 1 December 2010 and 8 December 2010.
Maturity
The final maturity date of the New Certificates will be 28 January 2016.
Benchmark Rate
The Benchmark Rate in respect of the New Certificates, as displayed on page PX6
of the Bloomberg Government Pricing Monitor, is 1.862% of the Benchmark
Security.
New Issue Spread
The New Issue Spread in respect of the New Certificates is 337.5 basis points
above the Benchmark Rate.
New Issue Periodic Distribution Rate
The New Issue Periodic Distribution Rate payable on the New Certificates is
5.2392 per cent.
Aggregate face amount of New Certificates
The aggregate face amount of New Certificates to be issued will be
U.S.$400,000,000.
Completion of Offers
The IDO hereby confirms that all of the Offer Conditions have been satisfied and
that it will therefore accept all offers to tender or exchange in full.
Accordingly, the expected settlement date for the Offers is 15 December 2010,
upon which the following will occur: (i) delivery of the New Certificates in
exchange for Existing 2012 Certificates accepted for exchange by the IDO; (ii)
delivery of the applicable Purchase Price in exchange for Existing Certificates
accepted for purchase by the IDO; (iii) payment of the Early Tender Premium due
to Certificateholders; and (iv) payment of any cash amounts to
Certificateholders in respect of any Accrued Periodic Distribution Amounts on
such Existing Certificates and any Cash Rounding Amounts. The Ineligible
Certificateholder Consent Fee will also be payable on the Settlement Date to
those Ineligible Certificateholders who submitted valid Ineligible
Certificateholder Voting Instructions prior to the Early Submission Deadline.
General
Certificateholders are advised to read carefully the Offer Memorandum for full
details of, and information on, the procedures for participating in the Offers
and the Consent Solicitation. Subject to applicable law and as provided in the
Offer Memorandum, the IDO may, in its sole discretion, extend, re-open, amend,
waive any condition of or terminate any or all of the Offers at any time
(including any of the terms set out in this announcement).
The Offers were not made in the United States or Italy or to any U.S. person or
to any person located or resident in Italy and are also restricted in other
jurisdictions, as more fully described below and in the Offer Memorandum.
For Further Information
A complete description of the terms and conditions of the Offers and the Consent
Solicitation, including any conditions to completion, is set out in the Offer
Memorandum. Further details about the transaction can also be obtained from:
The Dealer Managers
+-------------------------------------+-------------------------------+
| Citigroup Global Markets | The Royal Bank of Scotland |
| Limited | plc |
| Citigroup Centre | 135 Bishopsgate |
| 33 Canada Square | London EC2M 3UR |
| London E14 5LB | United Kingdom |
| United Kingdom | |
+-------------------------------------+-------------------------------+
| Tel: +44(0) 207 986 8969 | Tel: +44(0) 207 085 8056 |
| Attention: Liability | Attention: Liability |
| Management Group | Management Group |
| Email: | Email: |
| liabilitymanagement.europe@citi.com | liabilitymanagement@rbs.com |
+-------------------------------------+-------------------------------+
The Tender and Exchange Agent
Citibank, N.A.
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Tel: +44 (0) 20 7508 3867
Email: exchange.gats@citi.com
A copy of the Offer Memorandum is available to eligible persons upon request
from the Tender and Exchange Agent.
DISCLAIMER
This announcement must be read in conjunction with the Offer Memorandum and the
announcements dated 15 November 2010, 29 November 2010, 1 December 2010 and 8
December 2010. No offer or invitation to acquire or exchange any securities is
being made pursuant to this announcement.
OFFER RESTRICTIONS
General
Neither this announcement nor the Offer Memorandum constitutes an offer to sell
or buy or the solicitation of an offer to sell or buy the Existing Certificates
and/or New Certificates, as applicable, and offers of Existing Certificates for
exchange pursuant to the Exchange Offer or for sale pursuant to the Tender Offer
will not be accepted from Certificateholders in any circumstances in which such
offer or solicitation is unlawful. In those jurisdictions where the securities,
blue sky or other laws require an Offer or the Consent Solicitation to be made
by a licensed broker or dealer and the Dealer Managers or any of their
respective affiliates is such a licensed broker or dealer in such jurisdictions,
such Offer or the Consent Solicitation shall be deemed to be made by the
relevant Dealer Manager or its affiliate (as the case may be) on behalf of the
IDO in such jurisdictions.
In addition to the representations referred to below in respect of the United
States, each holder of Existing Certificates participating in an Offer will also
be deemed to give certain representations in respect of the other jurisdictions
referred to below and generally as set out in the Offer Memorandum. Any offer of
Existing Certificates for exchange or purchase pursuant to the Offers from a
holder that is unable to make these representations will not be accepted. Each
of the IDO, the Dealer Managers and the Tender and Exchange Agent reserves the
right, in its absolute discretion, to investigate, in relation to any offer of
Existing Certificates for exchange or purchase, whether any such representation
is correct and, if such investigation is undertaken and as a result the IDO
determines (for any reason) that such representation is not correct, such offer
shall not be accepted.
United States
The Offers are not being made and will not be made directly or indirectly in or
into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or any facilities of a national securities
exchange of, the United States or to, or for the account or benefit of, any U.S.
person (within the meaning of Regulation S under the Securities Act). This
includes, but is not limited to, facsimile transmission, electronic mail, telex,
telephone and the Internet. Accordingly, copies of the Offer Memorandum and any
other offer memoranda, documents or materials relating to the Offers are not
being, and must not be, directly or indirectly mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to U.S. persons and Existing
Certificates cannot be offered for exchange or tender in the Offers by any such
use, means, instruments or facilities or from within the United States or by
U.S. persons. Any purported offer of Existing Certificates for exchange or
tender resulting directly or indirectly from a violation of these restrictions
will be invalid and any purported offer of Existing Certificates for exchange or
tender made by a person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a nominee giving
instructions from within the United States or any U.S. person will not be
accepted.
The Offer Memorandum is not an offer of securities for sale in the United States
or to U.S. persons. Securities may not be offered or sold in the United States
absent registration or an exemption from registration. The New Certificates
have not been, and will not be, registered under the Securities Act, or the
securities laws of any state or other 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 or benefit of, U.S. persons, except pursuant to an
exemption from the registration requirements of the Securities Act and
applicable state security laws. The purpose of the Offer Memorandum is limited
to the Offers and the Consent Solicitation and the Offer Memorandum may not be
sent or given to a person in the United States or to a U.S. person or otherwise
to any person other than in an offshore transaction in accordance with
Regulation S under the Securities Act.
Each Eligible Certificateholder participating in an Offer will represent that it
is not located in the United States and is not participating in the relevant
Offer from the United States, that it is participating in the relevant Offer in
accordance with Regulation S under the Securities Act and is not a U.S. person,
or that it is acting on a non-discretionary basis for a principal located
outside the United States that is not giving an order to participate in the
Offer from the United States and is not a U.S. person. For the purposes of this
and the above two paragraphs, "United States" means United States of America,
its territories and possessions, any state of the United States of America and
the District of Columbia.
United Kingdom
The communication of the Offer Memorandum and any other offer memoranda,
documents or materials relating to the Offers is not being made and such offer
memoranda, documents and/or materials have not been approved by an authorised
person for the purposes of section 21 of the Financial Services and Markets Act
2000. Accordingly, such offer memoranda, documents and/or materials are not
being distributed to, and must not be communicated to, the general public in the
United Kingdom. The communication of such offer memoranda, 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 Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order")) or any other persons to whom it
may otherwise lawfully be made under the Order.
Belgium
Neither the Offer Memorandum nor any other offer memoranda, documents or
materials relating to the Offers have been submitted to or will be submitted for
approval or recognition to the Belgian Banking, Finance and Insurance Commission
(Commission bancaire, financière et des assurances/Commissie voor het Bank-,
Financie- en Assurantiewezen) and, accordingly, the Offers may not be made in
Belgium by way of a public offering, as defined in Article 3 of the Belgian Law
of 1 April 2007 on public takeover bids or as defined in Article 3 of the
Belgian Law of 16 June 2006 on the public offer of placement instruments and the
admission to trading of placement instruments on regulated markets (together,
the "Belgian Public Offer Law"), each as amended or replaced from time to time.
Accordingly, the Offers may not be advertised and the Offers will not be
extended, and neither the Offer Memorandum nor any other offer memoranda,
documents or materials relating to an Offer (including any memorandum,
information circular, brochure or any similar offer memoranda or documents) has
been or shall be distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" in the sense of Article 10 of
the Belgian Public Offer Law (as amended from time to time), acting on their own
account. Insofar as Belgium is concerned, the Offer Memorandum has been issued
only for the personal use of the above qualified investors and exclusively for
the purpose of the Offers. Accordingly, the information contained in the Offer
Memorandum may not be used for any other purpose or disclosed to any other
person in Belgium.
France
The Offers are not being made, directly or indirectly, to the public in the
Republic of France. Neither the Offer Memorandum nor any other offer
memorandum, document or material relating to the Offers has been or shall be
distributed to the public in France and only qualified investors (Investisseurs
Qualifiés) other than individuals, as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 and D.411.3 of the French Code Monétaire
et Financier are eligible to participate in the Offer. The Offer Memorandum has
not been submitted for clearance to, or approved by, the Autorité des Marchés
Financiers.
Italy
The Offers are not being made in the Republic of Italy. The Offers and the
Offer Memorandum have not been submitted to the clearance procedure of the
Commissione Nazionale per le Società e la Borsa pursuant to Italian laws and
regulations. Accordingly, Certificateholders are notified that, to the extent
such Certificateholders are located or resident in Italy, the Offers are not
available to them and they may not offer Existing Certificates for exchange or
submit tenders in the Offers, nor may the New Certificates be offered, sold or
delivered in Italy and, as such, any Exchange Instruction or Tender Instruction
received from or on behalf of such persons shall be ineffective and void, and
neither the Offer Memorandum nor any other offer memoranda, documents or
materials relating to the Offers, the Existing Certificates or the New
Certificates may be distributed or made available in Italy.
Switzerland
Neither the Existing 2012 Certificates nor the Existing 2013 Certificates nor
the New Certificates (together the "Certificates") may be publicly offered, sold
or advertised, directly or indirectly, in or from Switzerland. Neither the Offer
Memorandum nor any other offering or marketing material relating to the
Certificates constitutes a prospectus as such term is understood pursuant to
article 652a or article 1156 of the Swiss Federal Code of Obligations or a
listing prospectus within the meaning of the listing rules of the SIX Swiss
Exchange Ltd or a prospectus pursuant to the Swiss Federal Act on Collective
Investment Schemes (CISA), and neither the Offer Memorandum nor any other
offering or marketing material relating to the Certificates may be publicly
distributed or otherwise made publicly available in Switzerland. The
Certificates may only be offered, sold or advertised, and the Offer Memorandum
as well as any other offering or marketing material relating to the Certificates
may only be distributed by way of private placement to qualified investors
within the meaning of CISA. The Certificates are not authorized by or registered
with the Swiss Financial Market Supervisory Authority FINMA (FINMA) under CISA.
Therefore, investors do not benefit from protection under CISA or supervision by
FINMA.
Kingdom of Bahrain
The Offer Memorandum does not constitute an offer to the Public (as defined in
Articles 142-146 of the Commercial Companies Law (decree Law No. 21/2001 of
Bahrain)) in Bahrain.
Kingdom of Saudi Arabia
The communication of the Offer Memorandum and any other documents or materials
relating to the Offers is only being made in the Kingdom of Saudi Arabia, (i) to
persons who have confirmed that they are "Sophisticated Investors" (as defined
in Article 10 of the "Offer of Securities Regulations" as issued by the Board of
the Capital Market Authority resolution number 2-11-2004 dated 4 October 2004
and amended by the Board of the Capital Market Authority resolution number
1-28-2008 dated 18 August 2008 (the "KSA Regulations")), and (ii) the Offer
Memorandum and the Offers shall not therefore constitute a "public offer"
pursuant to the KSA Regulations, but are subject to the restrictions on
secondary market activity under Article 17 of the KSA Regulations, accordingly
any Saudi Investor who has acquired Existing Certificates pursuant to a limited
offer may not offer or sell those Existing Certificates to any person unless the
offer or sale is made through an authorised person appropriately licensed by the
Saudi Arabian Capital Market Authority and: (1) the Existing Certificates are
offered or sold to a Sophisticated Investor; (2) the price to be paid for the
Existing Certificates in any one transaction is equal to or exceeds SR1 million
or an equivalent amount; or (3) the offer or sale is otherwise in compliance
with Article 17 of the KSA Regulations.
Qatar
The Existing Certificates and the New Certificates may not be offered or sold,
directly or indirectly, in the State of Qatar, except: (a) in compliance with
all applicable laws and regulations of the State of Qatar; and (b) through
persons or corporate entities authorised and licensed to provide investment
advice and/or engage in brokerage activity and/or trade in respect of foreign
securities in the State of Qatar.
Kuwait
The Existing Certificates and the New Certificates have not been licensed for
offering in Kuwait by the Ministry of Commerce and Industry or the Central Bank
of Kuwait or any other relevant Kuwaiti government agency. The offering of the
Existing Certificates and the New Certificates in Kuwait on the basis of a
private placement or public offering is, therefore, restricted in accordance
with Decree Law No. 31 of 1990, as amended, and Ministerial Order No. 113 of
1992, as amended. No private or public offering of the Existing Certificates or
the New Certificates is being made in Kuwait, and no agreement relating to the
sale of the Existing Certificates or the New Certificates will be concluded in
Kuwait. No marketing or solicitation or inducement activities are being used to
offer or market the Existing Certificates or the New Certificates in Kuwait.
Lebanon
Neither the Offers nor the accuracy or adequacy of the Offer Memorandum have
been approved or disapproved by any Lebanese regulatory authority, commission,
or agency. Any representation to the contrary is unlawful.
The Offer Memorandum does not constitute, and should not be construed as, an
offer to sell or a solicitation of an offer to subscribe for or purchase any
securities in Lebanon.
The United Arab Emirates
The Offers are not being made and will not be publicly promoted or advertised in
the United Arab Emirates other than in compliance with laws applicable in the
United Arab Emirates governing the issue, offering and sale of securities.
The information contained in the Offer Memorandum does not constitute an offer
of securities in the United Arab Emirates in accordance with Federal Law No. 8
of 1986 (as amended) (the Commercial Companies Law) or otherwise, and is not
intended to be a public offer and the information contained in the Offer
Memorandum is not intended to lead to the conclusion of any contract of
whatsoever nature within the territory of the United Arab Emirates.
Dubai International Financial Centre
The Offers are not being made and will not be made to any person in the Dubai
International Financial Centre unless such offer is (a) deemed to be an "Exempt
Offer" in accordance with the Offered Securities Rules of the Dubai Financial
Services Authority (the "Rules") and (b) made only to persons of a type
specified in the Rules.
Singapore
The Offer Memorandum has not been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, the Offer Memorandum and any other document
or material in connection with the offer or sale, or invitation for subscription
or purchase, of New Certificates may not be circulated or distributed, nor may
New Certificates be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in
Singapore other than (i) to an institutional investor under Section 274 of the
Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a
relevant person, or any person pursuant to Section 275(1A), and in accordance
with the conditions specified in Section 275, of the SFA or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable
provision of the SFA.
Where New Certificates are subscribed or purchased under Section 275 by a
relevant person which is:
a corporation (which is not an accredited investor (as defined in Section 4A of
the SFA)) the sole business of which is to hold investments and the entire share
capital of which is owned by one or more individuals, each of whom is an
accredited investor; or
a trust (where the trustee is not an accredited investor) whose sole purpose is
to hold investments and each beneficiary of the trust is an individual who is an
accredited investor,
shares, debentures and units of shares and debentures of that corporation or the
beneficiaries' rights and interest (howsoever described) in that trust shall not
be transferred within 6 months after that corporation or that trust has acquired
the New Certificates pursuant to an offer made under Section 275 of the SFA
except:
(1) to an institutional investor (for corporations, under Section 274
of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to
any person pursuant to an offer that is made on terms that such shares,
debentures and units of shares and debentures of that corporation or such rights
and interest in that trust are acquired at a consideration of not less than
S$200,000 (or its equivalent in a foreign currency) for each transaction,
whether such amount is to be paid for in cash or by exchange of securities or
other assets, and further for corporations, in accordance with the conditions
specified in Section 275 of the SFA;
(2) where no consideration is or will be given for the transfer; or
(3) where the transfer is by operation of law.
Cayman Islands
No offers or invitations to subscribe for New Certificates are being made, or
will be made, to the public in the Cayman Islands.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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