Coöperatieve Rabobank U.A. - Pricing Announcement

LONDON, Aug. 19, 2022 /PRNewswire/ --

NOT FOR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

COÖPERATIEVE RABOBANK U.A. ANNOUNCES PRICING OF ITS TENDER OFFER IN RELATION TO ITS OUTSTANDING USD 1,000,000,000 3.875 PER CENT. NON-PREFERRED SENIOR NOTES DUE 2023 (ISINS: US74977RDE18 (144A) and US74977SDE90 (REG S)) AND USD 250,000,000 FLOATING RATE NON-PREFERRED SENIOR NOTES DUE 2023 (ISINS: US74977RDD35 (144A) and US74977SDD18 (REG S))

On 15 August 2022, Coöperatieve Rabobank U.A. (the "Offeror") launched its invitation to holders of its USD 1,000,000,000 3.875 per cent. Non-Preferred Senior Notes due 2023 (ISINs: US74977RDE18 (144A) and US74977SDE90 (Reg S)) and USD 250,000,000 Floating Rate Non-Preferred Senior Notes due 2023 (ISINs: US74977RDD35 (144A) and US74977SDD18 (Reg S)) (collectively, the "Notes") to tender such Notes for purchase by the Offeror for cash (such invitation, the "Offer" and the announcement in relation to such invitation, the "Launch Announcement"). The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 15 August 2022 (the "Tender Offer Memorandum") and is subject to the offer restrictions described in the Tender Offer Memorandum. Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

The Offeror today announces that it has priced the Offer for the USD 1,000,000,000 3.875 per cent. Non-Preferred Senior Notes due 2023.

The Offer will expire today at 5:00 p.m. (New York City) time, unless extended, re-opened, withdrawn or terminated by the Offeror as described in the Tender Offer Memorandum. Holders who validly tender (and do not validly withdraw) their Notes, or who deliver a properly completed and duly executed Notice of Guaranteed Delivery in accordance with the instructions in the Tender Offer Memorandum, will be eligible to receive the Purchase Price described below and in the Tender Offer Memorandum.

Certain information regarding the Notes and the pricing for the Offer is set forth in the table below.

In addition, Holders whose Notes are validly tendered and delivered and accepted for purchase by the Offeror pursuant to the Offer, will receive accrued and unpaid interest from and including the interest payment date for the relevant Series of Notes immediately preceding the Settlement Date to but excluding the Settlement Date.

The results of the Offer are expected to be announced on 22 August 2022. The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum and the expected Tender Offer Settlement Date is 25 August 2022 for Notes validly tendered and accepted for purchase which are the subject of a Notice of Guaranteed Delivery and 23 August 2022 in respect of any other Notes validly tendered and accepted for purchase.

Full details concerning the Offer are set out in the Tender Offer Memorandum.

Rabo Securities USA, Inc. (Telephone: +1 (866) 746 3850 (U.S. Toll Free); Email: DCMAmericas@rabobank.com; Attention: Debt Capital Markets) and BofA Securities Europe SA (Telephone: (+33 1 877 01057 (Europe), +1 (888) 292-0070 (U.S. Toll Free) or +1 (980) 387-3907 (U.S.); Email: DG.LM-EMEA@bofa.com; Attention: Liability Management Group) are acting as Dealer Managers and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Email: rabobank@is.kroll.com; Website: https://deals.is.kroll.com/rabobank; Attention: Owen Morris / Illia Vyshenskyi) is acting as Tender Agent.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum and the Launch Announcement. No offer or invitation to acquire or sell any Notes is being made pursuant to this announcement. The Dealer Managers do not take responsibility for the contents of this announcement. The distribution of this announcement, the Launch Announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Launch Announcement and/or the Tender Offer Memorandum come into are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

OFFER AND DISTRIBUTION RESTRICTIONS

United Kingdom

The communication of the Tender Offer Memorandum, this announcement and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (together, "relevant persons"). Any investment or investment activity to which the Tender Offer Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons (and is subject to other restrictions referred to in the Financial Promotion Order).

France

The Tender Offer Memorandum, this announcement and any other document or material relating to the Offer have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Italy

None of the Offer, the Tender Offer Memorandum, this announcement or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders, or beneficial owners of the Notes that are located in Italy, can tender some or all of their Notes pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each Intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

Hong Kong

The contents of the Tender Offer Memorandum or this announcement have not been reviewed by any regulatory authority in Hong Kong. Holders should exercise caution in relation to the Offer. If a Holder is in any doubt about any of the contents of the Tender Offer Memorandum or this announcement, such Holder should obtain independent professional advice.

The Offer has not been made and will not be made in Hong Kong, by means of any document other than: (i) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong (the "SFO") and any rules made under the SFO; or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the "CWUMPO") or which do not constitute an offer to the public within the meaning of the CWUMPO.

Further, no person has issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Offer, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Offer which is or is intended to be made only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under the SFO. The Tender Offer Memorandum, this announcement and the information contained herein may not be used other than by the person to whom it is addressed and may not be reproduced in any form or transferred to any person in Hong Kong.

The Offer is not intended to be made to the public in Hong Kong and it is not the intention of the Offeror that the Offer be made to the public in Hong Kong.

General

None of the Offeror, the Dealer Managers or the Tender Agent makes any recommendation as to whether or not Holders should participate in the Offer and any Holder who is unsure of what action to take in respect of the Offer should consult their own professional advisers.  None of the Dealers Managers or the Tender Agent accepts any responsibility for the contents of this announcement, the Launch Announcement or the Tender Offer Memorandum.

Neither the Tender Offer Memorandum, the Launch Announcement, this announcement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the section entitled "Procedures for Participating in the Offer" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted.

Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender or submission may be rejected.

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SOURCE Coöperatieve Rabobank U.A.