Fidelity Bank Plc Announces Invitations to Purchase Notes for Cash


Friday, September 29, 2017 / 10:21AM /Fidelity Bank

Fidelity Bank plc, a public limited liability company incorporated in the Federal Republic of Nigeria (the “Company") has today launched an invitation to holders (the "Note holders") of the U.S.$300,000,000 6.875% Notes due 9 May 2018 (Regulation S: Common Code: 092852725, ISIN: XS0928527257; Rule 144A: Common Code: 092863310, ISIN: US316044AA48, CUSIP: 316044AA4) (the "Notes") issued by the Company subject to the Offer and Distribution restrictions below, and upon the terms and subject to the conditions, including the Financing Condition, set forth in a tender offer memorandum dated 28 September 2017 (the "Tender Offer Memorandum"), to tender Notes for purchase by the Company for the Purchase Price plus the Accrued Interest Amount in accordance with the procedures described in the Tender Offer Memorandum. The invitation to tender the Notes for purchase is referred to as the "Tender Offer".

The Tender Offer is being made in connection with a concurrent offering of new unsecured and unsubordinated notes (the "New Notes") by the Company (the "New Offering"). The New Offering will be exempt from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"). The Tender Offer is not an offer to sell or a solicitation of an offer to buy the New Notes. Note holders who wish to tender their Notes for cash and also subscribe for the New Notes should quote an Allocation Identifier Code, which can be obtained by contacting the Joint Dealer Managers, in their ATOP or Electronic Instruction.

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

This announcement does not constitute an offer to acquire any of the Notes, which is being made solely pursuant to the Tender Offer Memorandum. Note holders are advised to read the Tender Offer Memorandum for full details of, and information on, procedures for participating in the Tender Offer.

Summary of the tender offer

Rationale for the tender offer

The purpose of the Tender Offer is to proactively manage upcoming debt redemptions and to extend the debt maturity profile of the Company. The Notes acquired in the Tender Offer will be cancelled.

Expected timetable of events

The times and dates below are indicative only (all times are London times unless otherwise stated).

Date                                                                                             Event


Commencement Date                                                               28 September 2017

Expiration Deadline                                                                   8.00am on 10 October 2017

Announcement of Tender Offer Results                               10 October 2017

Guaranteed Delivery Deadline                                               17:00 New York City time on October 2017

Payment Date in respect of the Tender Offer                      13 October 2017 

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