Coöperatieve Rabobank U.A. (“Rabobank”) today announces the results of its invitation to the holders of the outstanding EUR 7,825,136,525 Rabobank Certificates (ISIN: XS1002121454) issued by Stichting AK Rabobank Certificaten (the “Certificates” and holders of such Certificates, the "Holders") to tender such Certificates to Rabobank for purchase for cash (the "Tender Offer"), on the terms and subject to the conditions described in the tender offer memorandum dated 16 April 2024 (the “Tender Offer Memorandum”). The Tender Offer closed at 17:00 CEST on 30 April 2024 and no further Certificates can be tendered for purchase.
Certificates representing an aggregate nominal amount of EUR 1,814,699,175.00 were validly tendered by eligible Holders pursuant to the Tender Offer. Following application of the scaling factor as set out in section 4.5.2 (Scaling) of the Tender Offer Memorandum, Rabobank will accept for purchase Certificates representing an aggregate nominal amount of EUR 916,322,000.00 which, based on the Settlement Date occurring on 3 May 2024, corresponds to an aggregate Purchase Price payable of EUR 999,999,614.71.
Since the Tender Offer was oversubscribed, validly tendered Certificates will be accepted as follows, in line with section 4.5.2 (Scaling) of the Tender Offer Memorandum:
The settlement of the Tender Offer is expected to take place on 3 May 2024.
Holders who have tendered their Certificates for purchase pursuant to the Tender Offer are advised to check with their bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold their Certificates to determine the aggregate nominal amount of their tendered Certificates (if any) that has been accepted for purchase by Rabobank.
The Certificates that have been tendered but not accepted by Rabobank for purchase pursuant to the Tender Offer shall be unblocked in the relevant Holder's account in the relevant Clearing System.
The Tender Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum. Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum. In the event of discrepancies between this announcement and the provisions in the Tender Offer Memorandum, the Tender Offer Memorandum will prevail. The Tender Offer Memorandum is available from the Tender Agent and at www.rabobank.com/certificates.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum and any subsequent press releases relating to the Tender Offer. No offer or invitation to acquire or sell any Certificates is being made pursuant to this announcement. The Dealer Managers do not take any responsibility for the contents of this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of Rabobank, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
FURTHER INFORMATION
UBS AG London Branch (telephone: +44 20 7568 1121; email: ol-liabilitymanagement-eu@ubs.com) and Coöperatieve Rabobank U.A. (telephone: +31 30 71 21591; e-mail: fm.utc.NewIssues@rabobank.com) are acting as Dealer Managers in respect of the Tender Offer for Institutional Holders (as defined in the Tender Offer Memorandum) only, Kroll Issuer Services Limited (telephone: +44 (0)207 704 0880; email: rabobank@is.kroll.com) is acting as Tender Agent and Coöperatieve Rabobank U.A. is acting as Retail Information Agent.
Retail Holders should contact the intermediary through which they hold their Certificates about any questions they may have in relation to the Tender Offer and such intermediary may in turn contact the Retail Information Agent; Retail Holders who hold Certificates through Rabobank can contact Rabobank Service Centrum Beleggen (+31 (0)88 727 11 55) between 08:30 – 18:00 hours CEST on days on which Euronext Amsterdam is open for trading.
For more information on the press release, please contact:
Press Office: +31 (0) 30 216 2758 or pressoffice@rabobank.nl
Investor Relations: IR@rabobank.com
Elements of this press release are considered by Rabobank as inside information relating directly or indirectly to Rabobank within the meaning of article 7 of the Market Abuse Regulation (EU Regulation 596/2014) that is made public in accordance with article 17 Market Abuse Regulation. For the purposes of the Market Abuse Regulation and article 2 of Commission Implementing Regulation (EU) 2016/1055, this press release is made by Ariane Bruinsma, Global Head Long Term Funding & Capital of Rabobank.
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