National Bank of Kuwait S.A.K.P. announces results of tender offer in respect of the outstanding U.S.$750,000,000 Perpetual Tier 1 Capital Securities issued by NBK Tier 1 Financing (2) Limited
KUWAIT CITY, July 9, 2025 /PRNewswire/ --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
National Bank of Kuwait S.A.K.P. (the "Offeror") today announces the results of its invitation to the holders of the outstanding U.S.$750,000,000 Perpetual Tier 1 Capital Securities issued by NBK Tier 1 Financing (2) Limited (the "Issuer") (ISIN: XS2010037922 (Regulation S) and US62878WAA62 (Rule 144A)) (the "Existing Capital Securities") to tender for cash purchase any and all of such Existing Capital Securities by the Offeror (the "Invitation").
The Invitation was announced on 30 June 2025 and was made on the terms and subject to the conditions described in the tender offer memorandum dated 30 June 2025 (the "Tender Offer Memorandum"). The Invitation expired at 17:00 (New York City time) on 8 July 2025. Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.
Final Acceptance Amount
The Offeror has received valid tenders for purchase for Existing Capital Securities in an amount equal to U.S.$602,036,000 pursuant to the Invitation. No Existing Capital Securities have been tendered using the Guaranteed Delivery Procedures as set out in the Tender Offer Memorandum. The Offeror has decided to accept for purchase all such Existing Capital Securities validly tendered, with no pro rata scaling, subject to satisfaction of the New Financing Condition (as described in the Tender Offer Memorandum).
The Purchase Price the Offeror will pay for the Existing Capital Securities validly tendered and accepted for purchase pursuant to the Invitation will be U.S.$1,000 per U.S.$1,000 in principal amount of such Existing Capital Securities and the Offeror will also pay an amount in cash (rounded to the nearest U.S.$0.01, with half a cent. rounded upwards) equal to Accrued Interest in respect of such Existing Capital Securities.
Description of | Issuer | ISINs | CUSIP | Aggregate Principal |
U.S.$750,000,000 | NBK Tier 1 Financing (2) Limited | XS2010037922 | 62878WAA6 | U.S.$602,036,000 |
The Offeror expects the New Financing Condition to be satisfied on the Settlement Date.
The Settlement Date in respect of the Existing Capital Securities accepted for purchase pursuant to the Invitation is expected to be 10 July 2025 (subject to the satisfaction of the New Financing Condition). Following settlement of the Invitation, U.S.$147,964,000 in aggregate principal amount of the Existing Capital Securities will remain outstanding.
Citigroup Global Markets Limited, HSBC Bank plc, J.P. Morgan Securities plc and Standard Chartered Bank are acting as Dealer Managers and Kroll Issuer Services Limited is acting as Tender and Information Agent.
Contact Details
DEALER MANAGERS |
Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom
Europe: +44 20 7986 8969 U.S. Toll-Free: +1 (800) 558 3745 U.S.: +1 (212) 723 6106 Email: liabilitymanagement.europe@citi.com Attention: Liability Management Group |
HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom
Telephone: +44 20 7992 6237 Email: LM_EMEA@hsbc.com Attention: Liability Management, DCM |
J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom
Telephone: +44 20 7134 2468 Attention: Liability Management, with a copy to Head of EMEA Debt Capital Markets Group - Legal Email: em_europe_lm@jpmorgan.com |
Standard Chartered Bank 7th Floor Building One, Gate Precinct Dubai International Financial Centre P. O. Box 999 Dubai United Arab Emirates
Telephone: +44 20 7885 5739 / +971 4508 4412 / +65 6596 8807 Attention: Liability Management Group Email: liability_management@sc.com |
TENDER AND INFORMATION AGENT |
Kroll Issuer Services Limited The News Building 3 London Bridge Street
Tel: +44 20 7704 0880 Attn: Jacek Kusion Email: nbk@is.kroll.com |
This announcement is released by National Bank of Kuwait S.A.K.P. and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, as amended (the "MAR"). For the purposes of MAR this announcement is made by Amir Hanna, Group Chief Communications Officer, on behalf of National Bank of Kuwait S.A.K.P.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF MAR. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Disclaimer
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Issuer, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.
None of the Dealer Managers, the Tender and Information Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for (i) the accuracy or completeness of the information concerning the Offeror, any of its affiliates or the Existing Capital Securities or the Invitation contained in this announcement or in the Tender Offer Memorandum or the New Capital Securities or for any failure by the Offeror to disclose events that may have occurred or may affect the significance or accuracy of such information; or (ii) any acts or omissions of the Issuer, the Offeror or any other person (other than the relevant Dealer Managers or their respective directors, affiliates, advisers or agents) in connection with this announcement, the Tender Offer Memorandum, the Invitation or the New Capital Securities.
None of the Offeror, the Issuer, the Dealer Managers, the Tender and Information Agent or any director, officer, employee, agent or affiliate of any such person is acting for any Securityholder, or will be responsible to any Securityholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Invitation, and accordingly none of the Offeror, the Issuer, the Dealer Managers, the Tender and Information Agent or any director, officer, employee, agent or affiliate of any such person, makes any representation or recommendation whatsoever regarding the Invitation, or any recommendation as to whether Securityholders should tender Existing Capital Securities in the Invitation and/or subscribe for New Capital Securities.
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