Maribor starts tender, exchange for two series of perpetual notes

By Jennifer Chiou

New York, Nov. 13 - Nova Kreditna Banka Maribor dd announced the start of tender and exchange offers for the following:

• €50 million of floating-rate perpetual notes issued by ING Bank NV for the sole purpose of financing a subordinated loan to Maribor; and

• €100 million of fixed-to-floating perpetual loan participation notes issued by Maribor Finance BV for the sole purpose of financing a subordinated loan to Maribor.

Holders of the ING-issued notes may tender their securities for 50% of par plus accrued interest. Maribor will pay a maximum purchase price of €20 million in the tender offer.

Otherwise, those notes may be exchanged for new 6% euro-denominated senior unsecured notes due 2017 at an exchange ratio of 60%.

Holders of the Maribor Finance-issued notes may tender any and all of their securities for 65% of par plus accrued interest.

Otherwise, the fixed-to-floating notes may be exchanged for the new 6% unsecured notes due 2017 at an exchange ratio of 75%. There is a consent fee of 1% notes for this series.

Tender or exchange instructions are due on Dec. 3. Settlement is anticipated for Dec. 10.

The Slovenian bank said it has established an action plan to increase the core tier 1 capital ratio of it and its subsidiaries above 9% in order to meet the substantially tightened regulatory capital requirements by the Bank of Slovenia as well as to meet the European Banking Authority recommendation on the creation of temporary capital buffers.

Consent solicitation

The bank is also holding a meeting in London on Dec. 5 for holders of the perpetual loan participation notes.

Maribor is proposing an extraordinary resolution to, among other thing, complete the following:

• Amend the trust deed to add a condition permitting cancel any of the notes that have been purchased or acquired in exchange for new notes; and

• Modify the provisions of the subordinated loan agreement between the company as borrower and VTB Capital plc (formerly known as VTB Bank Europe plc) as lender to permit repayment of the subordinated loan.

The offers are conditioned on acceptance from the Bank of Slovenia.

The dealer manager is UniCredit Bank AG (49 89 378 12010 or lmw@unicreditgroup.de). The tender and exchange agent is Lucid Issuer Services Ltd. (44 20 7704 0880 or nova@lucid-is.com).

The principal paying agent is the Bank of New York Mellon (44 20 7964 5781 or corpsovcee@bnymellon.com).

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.