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UBS to buy back outstanding bonds in a public tender offer
UBS offers to buy outstanding lower tier 2 debt for up to EUR 1 billion using available cash. The note repurchases would result in a gain that will bolster UBS's tier 1 regulatory capital ratio.
UBS today announces that it is making a tender offer relating to four lower tier 2 bonds with maturity dates between November 2015 and September 2019 and a notional value of around CHF 7 billion. The maximum size of the tender is approximately EUR 1 billion.
The four subordinated notes targeted in this transaction currently trade at a significant discount to their original issuance price. If the transaction proceeds as expected, it would have a small beneficial effect on UBS's Tier 1 regulatory capital ratio.
The tender period will end on March 25.
This announcement and the invitation for offers document produced in connection with this transaction (the "Invitation for Offers") do not constitute an offer to buy or a solicitation of an offer to sell any notes, and offers of notes will not be accepted from holders of Notes, in any jurisdiction in which such offer or solicitation is unlawful. In any jurisdiction where the securities or other laws require the offer to be made by a licensed broker or dealer and UBS Limited (the "Dealer Manager") or any of its affiliates is such a licensed broker or dealer in such jurisdictions, the offer shall be deemed to be made on behalf of UBS in such jurisdictions by the Dealer Manager or affiliates (where it is so licensed), as the case may be.
The distribution of the Invitation for Offers is restricted by law in certain jurisdictions. Persons into whose possession this announcement comes are required to inform themselves of and to observe all of these restrictions.
The invitation does not constitute, and may not be used in connection with, an offer to buy notes or a solicitation to sell notes by anyone in any jurisdiction in which such an offer or solicitation is not authorised or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. UBS does not accept any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.
The invitation is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and the Notes may not be tendered in the Invitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Invitation for Offers and any other documents or materials relating to the invitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to persons located or resident in the United States. Any purported tender of notes resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted. For the purposes of this paragraph, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
The communication of this announcement and any other documents or materials relating to the Invitation (including the Invitation for Offers) 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, and are only for circulation to persons outside the United Kingdom or to persons within 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 "Order")) or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.
The Invitation is not being made in the Republic of Italy ("Italy"). The Invitation and the Invitation for Offers have not been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of notes are notified that, to the extent holders of notes are located or resident in Italy, the invitation is not available to them and they may not make offers of notes and, as such, any offers of notes received from such persons shall be ineffective and void, and neither this announcement, the Invitation for Offers nor any other documents or materials relating to the offer or the notes may be distributed or made available in Italy.
This announcement and the Invitation for Offers is not addressed to, and may not be accepted by, any holder who is resident in Belgium and is not a qualified investor (investisseur qualifié/gekwalificeerde belegger) as defined pursuant to Article 10 of the Belgian law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets.
None of this announcement, the Invitation for Offers, nor any other offering material or information relating to the Invitation, has been submitted for clearance to the Autorité des Marchés Financiers and they may not be released, issued, or distributed or caused to be released, issued, or distributed, directly or indirectly, to the public in the French Republic, except to (i) qualified investors (investisseurs qualifiés), as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier or (ii) other persons referred to in Articles L.341-2 1º and D.341-1 of the Code monétaire et financier.
None of this announcement, the Invitation for Offers, nor any other offering material or information relating to the Invitation constitute a public offering of securities pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations. The information presented in these documents does not necessarily comply with the information standards set out in the SIX Swiss Exchange listing rules.
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