First Gulf Bank bondholders OK merger with National Bank of Abu Dhabi

By Angela McDaniels

Tacoma, Wash., Nov. 15 – Abu Dhabi’s First Gulf Bank PJSC said the consent solicitations for 28 series of its bonds were successful.

As previously reported, the bank asked the bondholders to approve changes to the terms and conditions of the bonds to make its planned merger with National Bank of Abu Dhabi PJSC a “permitted reorganization” and to agree to release and waive all rights and claims as a result of the merger.

First Gulf sought consents to amend the $500 million of 4.046% bonds due Jan. 18, 2017 issued by FGB Sukuk Co. Ltd.

First Gulf also solicited consents from the holders of its

• $650 million of 2.862% notes due Oct. 9, 2017;

• €15 million floating-rate notes due Feb. 26, 2018;

• RMB 400 million of 5% notes due April 9, 2018;

• S$11 million of 2.1% notes due June 15, 2018;

• RMB 230 million of 4½% notes due Aug. 18, 2018;

• $500 million of 3Ό% notes due Jan. 14, 2019;

• AED 50 million of floating-rate notes due April 11, 2019;

• RMB 65 million of 4.6% notes due May 13, 2019;

• RMB 516 million of 4.55% notes due June 3, 2019;

• ₯10 billion of 0.863% notes due July 3, 2019;

• A$20 million of floating-rate notes due July 22, 2019;

• $30 million of floating-rate notes due Oct. 2, 2019;

• HK$160 million of 2.43% notes due Feb. 17, 2020;

• $900 million of 2 5/8% notes due Feb. 24, 2020;

• HK$160 million of 2.37% notes due May 11, 2020;

• $10 million of floating-rate notes due June 13, 2021;

• $10 million of floating-rate notes due June 15, 2021;

• $10 million of floating-rate notes due June 21, 2021;

• $10 million of floating-rate notes due June 23, 2021;

• CHF 200 million of 5/8% notes due May 27, 2022;

• HK$800 million of 4.18% notes due Aug. 8, 2023;

• €100 million of 3% notes due July 1, 2025;

• $25 million of zero-coupon bonds due July 7, 2045;

• $20 million of zero-coupon bonds due Dec. 30, 2045;

• $50 million of zero-coupon due March 31, 2046;

• $50 million of zero-coupon due May 12, 2046; and

• A$250 million of 5% notes due April 1, 2019.

Holders who submitted consents by 12 p.m. ET on Nov. 3, the early deadline, will receive an early participation fee no later than Nov. 22. The fee is 0.05% for the 4.046% bonds issued by FGB Sukuk and 0.1% for the remaining bonds.

The consent solicitation for the 4.046% bonds ended at 12 p.m. ET on Nov. 10, and the remaining consent solicitations ended at 6 a.m. ET on Nov. 11. Meetings were held in London on Nov. 15.

The solicitation agents are Barclays Bank plc (+44 20 3134 8515 or eu.lm@barclays.com), HSBC Bank plc (+44 20 7992 6237 or LM_EMEA@hsbc.com), National Bank of Abu Dhabi (+971 2 611 2273/1693 or dcm@nbad.com) and Standard Chartered Bank (+44 20 7885 5739 / +971 45082625 or liability_management@sc.com).

The tabulation agent is Citibank, NA London Branch (+44 20 7508 3867, +631 8643 9952 or Exchange.gats@citi.com).

The boards of each bank announced the terms of the proposed merger on July 3, and shareholder meetings have been set for Dec. 7 to ask for approval for the merger.

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