TIDM78NF
RNS Number : 9496W
Ras Al Khaimah (Government of)
29 November 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
29 November 2010
THE GOVERNMENT OF RAS AL KHAIMAH, ACTING THROUGH THE INVESTMENT
& DEVELOPMENT OFFICE, ANNOUNCES FURTHER DETAILS OF EXCHANGE
OFFER IN RESPECT OF EXISTING 2012 CERTIFICATES
Further to its announcement dated 15 November 2010, the
Government of the Emirate of Ras Al Khaimah acting through the
Investment & Development Office (the "IDO") hereby announces
further 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
announcement dated 15 November 2010.
The terms and conditions of the Tender Offers, the Consent
Solicitation and, save as expressly set out herein, the Exchange
Offer, are not intended to be amended or altered by the information
set out in this announcement.
Indicative Maturity
The maturity date of the New Certificates is expected to be 28
January 2016. The final maturity date in respect of the New
Certificates will be determined at the Pricing Time (which is
expected to be at or around 2.00pm London time on 8 December
2010).
Benchmark Security
The Benchmark Security for the purposes of calculating the
Benchmark Rate and the New Issue Yield at the Pricing Time, will be
the 1.375 per cent. United States Treasury Note due November
2015.
Minimum New Issue Spread
The Minimum New Issue Spread will be 315 basis points above the
Benchmark Rate. The final New Issue Spread will be determined at
the Pricing Time following completion of the book-building process
in respect of the New Certificates, but will not be less than the
Minimum New Issue Spread.
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. The
Early Submission Deadline in respect of the Exchange Offer and
Tender Offer for the Existing 2012 Certificates is 4.00 p.m.
(London time) on 30 November 2010. Only holders of Existing 2012
Certificates who submit Instructions prior to the Early Submission
Deadline will be entitled to receive the Early Tender Premium of
U.S.$20 per U.S.$1,000 in face amount of Existing 2012 Certificates
accepted for purchase by the IDO, or the Early Exchange Ratio of
1.02 in respect of Existing 2012 Certificates accepted for exchange
by the IDO. Custodians, direct participants and clearing systems
might have deadlines prior to the Early Submission Deadline for
receiving instructions and Certificateholders should contact any
such intermediary through which they hold their Existing
Certificates as soon as possible to ensure proper and timely
delivery of Instructions.
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 are not being 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 Attention: Tel: +44(0) 207 085
Liability Management Group Email: 8056
liabilitymanagement.europe@citi.com Attention: Liability
Management Group
Email: 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 announcement dated 15 November 2010. No offer or
invitation to acquire or exchange any securities is being made
pursuant to this announcement. This announcement and the Offer
Memorandum contain important information, which must be read
carefully before any decision is made with respect to the Offers
and the Consent Solicitation. If any Certificateholder is in any
doubt as to the action it should take, it is recommended to seek
its own legal, tax and financial advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual
or company whose Existing Certificates are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to participate in the Offers.
None of the IDO, the Dealer Managers, or the Tender and Exchange
Agent or any person who controls, or is a director, officer,
employee or agent of such persons, or any affiliate of such
persons, makes any recommendation as to whether Certificateholders
should participate in the Offers or the Consent Solicitation.
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,
financiere 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 Qualifies) 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
Monetaire et Financier are eligible to participate in the Offer.
The Offer Memorandum has not been submitted for clearance to, or
approved by, the Autorite des Marches 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 Societa 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) 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
(b) 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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