By Taylor Fox
New York, Dec. 29 Novo Banco SA announced the results of its adjourned meetings held in respect of the separate cash tender offers and consent solicitations for its notes, according to an announcement.
The original meetings of the holders of two series of securities were adjourned for lack of requited quorum, and the bank convened the adjourned meetings for the purpose of considering and passing the extraordinary resolution.
At the adjourned meeting of holders of each series, held via teleconference on Dec. 29, the meeting on the 2,268,000 outstanding series 114 credit-linked notes due 2021 was not quorate and the meeting on the 104,699,000 outstanding series 40 CMS-linked notes due February 2035 was quorate.
Novo Banco accepted for purchase all 484,000 of the 2021 notes tendered.
For the 2035 notes, the relevant supplemental trust deed implementing the relevant proposal and the amendments was executed on Dec. 29.
In respect of the 2021 notes, the adjourned meeting was dissolved with the approval of the trustee.
As previously reported, the bank is tendering for any and all of eight series of notes and also seeking approval for Novo Banco to redeem the remaining securities, if any, on completion of the relevant offer.
The notes covered by the tender offers and approval solicitation are as follows:
29,841,000 (2,268,000 outstanding) series 114 credit-linked notes due 2021 (ISIN: XS0723597398) to be repurchased at 102.5;
250 million (104,699,000 outstanding) series 40 CMS-linked notes due February 2035 (ISIN: XS0210172721) to be repurchased at 86;
300 million (61,967,000 outstanding) series 60 zero coupon notes due July 2040 (ISIN: XS0442126925) to be repurchased at 37;
300 million (42,376,000 outstanding) series 61 zero coupon notes due July 2041 (ISIN: XS0442127063) to be repurchased at 35.125;
300 million (65,969,000 outstanding) series 59 zero coupon notes due July 2042 (ISIN: XS0442126842) to be repurchased at 33.375;
300 million (57,886,000 outstanding) series 56 zero coupon notes due July 2043 (ISIN: XS0439763979) to be repurchased at 31.875;
300 million (20,057,000 outstanding) series 57 zero coupon notes due July 2044 (ISIN: XS0439764191) to be repurchased at 30.25; and
300 million (32,313,000 outstanding) series 58 zero coupon notes due July 2045 (ISIN: XS04396396173) to be repurchased at 28.75.
Accrued interest will also be paid through the settlement date.
The settlement date is expected to be Dec. 31.
| The notes were originally issued by | BES Finance Ltd. | on Aug. 3 | 2014. The holders of each series of such notes approved by extraordinary resolution the substitution of | NB Finance Ltd. | as issuer in place of BES Finance Ltd.
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| Reason for the offers
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| The bank launched the offers and the proposals on Nov. 12 in order to comply with certain commitments by the Portuguese Republic towards the European Commission on Oct. 11, 2017 under European Union state aid rules in order for a capital injection to be provided in connection with the sale of 75% of the share capital of Novo Banco to the Lone Star Group on Oct. 18, 2017.
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| There was a structural commitment to wind down the issuer by the end of 2021.
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| The issuer can remain in existence so long as it does not underwrite any new business. No new business has been underwritten since Oct. 11, 2017.
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| The offers are being made to optimize the banks cost and funding structure.
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| A group of noteholders have already agreed that they will tender their notes in the offer.
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| The dealer manager is J.P. Morgan Securities plc (+44 | 20 | 7134 | 2468 or liability_management_EMEA@jpmorgan.com).
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| The tender agent is Lucid Issuer Services Ltd. (+44 | 20 | 7704 | 0880, novobanco@lucid-is.com or lucid-is.com/novobanco).
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| Novo Banco is a bank based in Lisbon.
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