HYPO ALPE-ADRIA-BANK INTERNATIONAL AG / Issuing condition amendments
concerning securities according to § 30e Para. 1, No. 1b of the WpHG [the
German Securities Trading Act]
29.03.2012 06:59
Dissemination of a Post-admission Duties announcement according to Article 30e
Para. 1, No. 1b WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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HYPO ALPE-ADRIA-BANK INTERNATIONAL AG, HYPO ALPE-ADRIA (JERSEY) LIMITED,
HYPO ALPE-ADRIA (JERSEY) II LIMITED: RESULTS OF SOLICITATION OF CONSENTS IN
RELATION TO PREFERRED SECURITIES AND INVITATIONS FOR OFFERS TO SELL
PREFERRED SECURITIES
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO ANY PERSON RESIDENT AND/OR
LOCATED IN THE UNITED STATES OR TO ANY U.S. PERSON
6.58 a.m., CET, 29 March 2012
On 29 February 2012, Hypo Alpe-Adria-Bank International AG ('HAA')
announced that it was inviting holders of the EUR75,000,000 Series A 7.375
per cent. Non-cumulative Non-voting Preferred Securities issued by Hypo
Alpe-Adria (Jersey) Limited ('HAA Jersey') (ISIN: DE0006949555 and Common
Code: 013229473) and the holders of the EUR150,000,000 Fixed/Floating Rate
Non-cumulative Non-voting Preferred Securities issued by Hypo Alpe-Adria
(Jersey) II Limited ('HAA Jersey II') (ISIN: XS0202259122 and Common Code:
020225912) to consent to the Proposals (as defined in the Invitation
Memorandum dated 29 February 2012 (the 'Invitation Memorandum')) and to
offer to sell any and all of their Preferred Securities for cash (the
'Invitations'). Capitalised terms used in this announcement have the
meanings ascribed to them in the Invitation Memorandum and the notices of
the meetings of the HAA Jersey Registered Holder and the HAA Jersey II
Registered Holder.
Proposals
HAA Jersey Preferred Securities
HAA and HAA Jersey are pleased to announce that at an adjourned meeting of
the Registered Holder of the HAA Jersey Preferred Securities, held at the
offices of Clifford Chance, Mainzer Landstrasse 46, 60325 Frankfurt am
Main, Frankfurt, Germany on 28 March 2012 at 2 p.m., CET, the HAA Jersey
Extraordinary Resolution was passed. Holders of an aggregate liquidation
preference of EUR49,130,200 of the HAA Jersey Preferred Securities, present
and voting at the HAA Jersey Meeting, voted in favour of the HAA Jersey
Extraordinary Resolution, being 93.75 per cent. of the aggregate
liquidation preference of the HAA Jersey Preferred Securities voted at the
HAA Jersey Meeting.
HAA Jersey II Preferred Securities
HAA and HAA Jersey II are pleased to announce that at an adjourned meeting
of the Registered Holder of the HAA Jersey II Preferred Securities, held at
the offices of Clifford Chance, Droogbak 1a, 1013 GE Amsterdam, The
Netherlands on 28 March 2012 at 2 p.m., CET, the HAA Jersey II
Extraordinary Resolution was passed. Holders of an aggregate liquidation
preference of EUR133,760,000 of the HAA Jersey II Preferred Securities,
present and voting at the HAA Jersey II Meeting, voted in favour of the HAA
Jersey II Extraordinary Resolution, being 99.87 per cent. of the aggregate
liquidation preference of the HAA Jersey II Preferred Securities voted at
the HAA Jersey II Meeting.
HAA, as the holder of all of the ordinary shares in each of HAA Jersey and
HAA Jersey II, has also passed (i) a special resolution to vary the rights
attaching to the HAA Jersey Preferred Securities and (ii) a special
resolution to vary the rights attaching to the HAA Jersey II Preferred
Securities.
HAA, as the sole holder of the ordinary shares in each of HAA Jersey and
HAA Jersey II as a separate class of member has also passed (i) a special
resolution to agree to the variation of the rights attaching to the HAA
Jersey Preferred Securities and (ii) a special resolution to agree to the
variation of the rights attaching to the HAA Jersey II Preferred
Securities.
Accordingly, subject only to no Companies Law Article 53 Application in
relation to the Proposals being unresolved, HAA, HAA Jersey and HAA Jersey
II intend to execute the relevant Supplemental Support Agreements on or
around 27 April 2012, which will effect modifications to each of the
Support Agreements to permit the purchase of Preferred Securities by HAA,
as more fully described in the Extraordinary Resolutions.
Following the execution of the Supplemental Support Agreements and subject
to the terms and conditions set out in the Information Memorandum, a Holder
from whom a valid Consent Instruction or Electronic Order has been received
by the Tender and Consent Agent before the Expiration Time and not
withdrawn will be eligible to receive the applicable Consent Payment on the
Settlement Date as follows:
(i) in relation to the HAA Jersey Preferred Securities, EUR0.50 per EUR100
liquidation preference of the HAA Jersey Preferred Securities, represented
by the relevant Consent Instruction or Electronic Order, as the case may
be; and
(ii) in relation to the HAA Jersey II Preferred Securities, EUR5.00 per
EUR1,000 liquidation preference of the HAA Jersey II Preferred Securities,
represented by the relevant Consent Instruction or Electronic Order, as the
case may be.
Subject to the terms and conditions set out in the Information Memorandum,
an Ineligible Holder from whom a valid Consent Instruction has been
received by the Tender and Consent Agent before the Expiration Time and not
withdrawn may also be eligible to receive an identical amount to the
Consent Payment.
Invitations
The Invitations expired at 5 p.m., CET, on 22 March 2012.
HAA Jersey Preferred Securities
In respect of the HAA Jersey Preferred Securities, HAA intends to accept
for purchase, subject to satisfaction of the Payment Conditions, an
aggregate liquidation preference of EUR35,445,900 of the HAA Jersey
Preferred Securities. HAA Jersey Preferred Security Holders whose offers to
sell have been accepted by HAA will receive on the Settlement Date EUR33.50
per EUR100 liquidation preference of the HAA Jersey Preferred Securities.
Following the completion of the Invitations, the aggregate liquidation
preference of the HAA Jersey Preferred Securities that will remain
outstanding will be EUR39,554,100.
HAA Jersey II Preferred Securities
In respect of the HAA Jersey II Preferred Securities, HAA intends to accept
for purchase, subject to satisfaction of the Payment Conditions, an
aggregate liquidation preference of EUR120,670,000 of the HAA Jersey II
Preferred Securities. HAA Jersey II Preferred Security Holders whose offers
to sell have been accepted by HAA will receive on the Settlement Date
EUR315.00 per EUR1,000 liquidation preference of the HAA Jersey II
Preferred Securities.
Following the completion of the Invitations, the aggregate liquidation
preference of the HAA Jersey II Preferred Securities that will remain
outstanding will be EUR24,328,000 (this figures takes account of an
additional EUR5,002,000 in liquidation preference of HAA Jersey II
Preferred Securities already held by the HAA, which will be cancelled at
the same time).
The Settlement Date is expected to be Friday, 27 April 2012.
For further information:
A complete description of the terms and conditions of the Proposals and the
Invitations is set out in the Invitation Memorandum. Further details about
the transaction can be obtained from:
DEALER MANAGERS
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Tel: +44 207 595 8668
Email: liability.management@bnpparibas.com
Citigroup Global Markets Limited
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Tel: +44 (0) 20 7986 8969
Email: liabilitymanagement.europe@citi.com
TENDER AND CONSENT AGENT
Citibank, N.A., London Branch
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7508 3867
Fax: +44 20 3320 2405
Email: exchange.gats@citi.com
Citigroup Global Markets Deutschland AG
Reuterweg 16
60323 Frankfurt
Germany
Telephone: +49 69 1366 1424
Fax: +49 69 1366 1416
Email: frankfurt.tenderagent@citi.com
Neither of the Dealer Managers takes responsibility for the contents of
this announcement. This announcement must be read in conjunction with the
Invitation Memorandum. No Invitations to acquire any Preferred Securities
are being made pursuant to this announcement.
This press release concerns regulated information (gereglementeerde
informatie) in the meaning of the Dutch Financial Supervision Act (Wet op
het financieel toezicht).
The distribution of the Invitation Memorandum in certain jurisdictions is
restricted by law. Persons into whose possession the Invitation Memorandum
comes are required by HAA, HAA Jersey, HAA Jersey II, the Dealer Managers
and the Tender and Consent Agent to inform themselves about, and to
observe, any such restrictions.
29.03.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: HYPO ALPE-ADRIA-BANK INTERNATIONAL AG
Alpen-Adria-Platz 1
9020 Klagenfurt
Austria
Internet: www.hypo-alpe-adria.com
End of Announcement DGAP News-Service
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DGAP-CMS: HYPO ALPE-ADRIA-BANK INTERNATIONAL AG, HYPO ALPE-ADRIA (JERSEY) LIMITED, HYPO ALPE-ADRIA (JERSEY) II LIMITED: RESULTS OF SOLICITATION OF CONSENTS IN RELATION TO PREFERRED SECURITIES AND INVITATIONS FOR OFFERS TO SELL PREFERRED SECURITIES
| Source: EQS Group AG