Further to the announcement by BBK (B.S.C.) (BBK) on 15 November 2011 (the Exchange Offer Launch Announcement) announcing the commencement of the Exchange Offer (as defined in the Exchange Offer Launch Announcement), BBK today announces that the Exchange Offer Memorandum dated 15 November 2011 (the Original Exchange Offer Memorandum) is replaced and superseded in its entirety with effect from today by an amended and restated Exchange Offer Memorandum dated 21 November 2011 prepared by BBK in connection with the Exchange Offer (hereafter referred to in this announcement as the Exchange Offer Memorandum).
Copies of the Exchange Offer Memorandum are (subject to distribution restrictions) available from the Dealer Manager and the Exchange Agent as set out below. Unless otherwise stated, capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.
Amendments to the Original Exchange Offer Memorandum
Certain amendments have been made to the Original Exchange Offer Memorandum regarding the offering and distribution restrictions applicable to the Kingdom of Bahrain. The revised offering and distribution restrictions applicable to the Kingdom of Bahrain as contained in the Exchange Offer Memorandum are set out in this announcement under the heading “Offer and Distribution Restrictions – Kingdom of Bahrain” below.
In addition, the following statement has been added to the Exchange Offer Memorandum:
“A copy of this Exchange Offer Memorandum has been submitted and filed with the Central Bank of Bahrain. Filing of this Exchange Offer Memorandum with the Central Bank of Bahrain does not imply that any Bahraini legal or regulatory requirements have been complied with. The Central Bank of Bahrain has not in any way considered the merits of the New Notes to be offered for investment whether in or outside of the Kingdom of Bahrain. Neither the Central Bank of Bahrain nor the Bahrain Bourse assumes responsibility for the accuracy and completeness of the statements and information contained in this Exchange Offer Memorandum and each expressly disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents of this Exchange Offer Memorandum.”
Save as described above, the Original Exchange Offer Memorandum and the Exchange Offer Memorandum are the same and the information set out in the Exchange Offer Launch Announcement (which should be read in conjunction with this announcement) remains complete and correct in all material respects (including, for the avoidance of doubt, the sections therein entitled “Exchange Instructions” and “Indicative Exchange Offer Timetable”).
Noteholders are advised to read carefully the Exchange Offer Memorandum for full details of, and information on, the procedures for participating in the Exchange Offer.
HSBC Bank plc is acting as Dealer Manager (the Dealer Manager) and Lucid Issuer Services Limited is acting as Exchange Agent.
Questions and requests for assistance in connection with the Exchange Offer may be directed to the Dealer Manager.
HSBC Bank plc
8 Canada Square
London E14 5HQ
Tel: + 44 207 991 5774
Attention: Liability Management Group
Email: [email protected]
Questions and requests for assistance in connection with the delivery of Exchange Instructions may be directed to the Exchange Agent.
Lucid Issuer Services Limited
Leroy House 436 Essex Road London N1 3QP United Kingdom
Tel: +44 20 7704 0880
Attention: Thomas Choquet/Sunjeeve Patel
Email: [email protected]
DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offer. If you are in any doubt as to the contents of this announcement or the Exchange Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Existing Notes for exchange pursuant to the Exchange Offer. None of the Dealer Manager, the Exchange Agent or BBK makes any recommendation as to whether Noteholders should offer Existing Notes for exchange pursuant to the Exchange Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Exchange Offer Memorandum constitutes an offer to sell or buy or a solicitation of an offer to sell or buy the Existing Notes and/or New Notes, as applicable, (and offers of Existing Notes for exchange in the Exchange Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Exchange Offer to be made by a licensed broker or dealer and the Dealer Manager or its affiliates is such a licensed broker or dealer in such jurisdictions, the Exchange Offer shall be deemed to be made by the Dealer Manager or such affiliate (as the case may be) on behalf of BBK in such jurisdictions.
The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Exchange Offer Memorandum comes are required by BBK, the Dealer Manager and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
Please refer to the Exchange Offer Launch Announcement in respect of the offer and distribution restrictions applicable to certain jurisdictions (including but not limited to the United States, the United Kingdom and Belgium) which are deemed to be incorporated into this announcement. The offer and distribution restrictions applicable in the Kingdom of Bahrain are set out below.
Kingdom of Bahrain
Neither this announcement nor the Exchange Offer Memorandum constitutes an offer to (i) the Public (as defined in Articles 142-146 of the Commercial Companies Law (decree Law No. 21/2001 of Bahrain)) in the Kingdom of Bahrain or (ii) any person in Bahrain who is not an “accredited investor”. For this purpose, an “accredited investor” means: (a) an individual holding financial assets (either singly or jointly with a spouse) of U.S.$1,000,000 or more; (b) a company, partnership, trust or other commercial undertaking which has financial assets available for investment of not less than U.S.$1,000,000; or (c) a government, supranational organisation, central bank or other national monetary authority or a state organisation whose main activity is to invest in financial instruments (such as a state pension fund).