UAE’s Union National extends early date in bid to amend three series

By Susanna Moon

Chicago, March 5 – Union National Bank PJSC said it is adding information to the consent solicitation for its $500 million 4% bonds due March 13, 2023, $300 million floating-rate bonds due Feb. 28, 2022 and $600 million 2¾% bonds due Oct. 5, 2021.

The early instruction deadline has been pushed back to 11 a.m. ET on March 12 from 11 a.m. ET on March 6. The consent solicitation will end at 5 a.m. ET on March 13, as scheduled.

As announced Feb. 20, the consent solicitation is being held in connection with Abu Dhabi Commercial Bank PJSC’s planned acquisition of UNB.

UNB further notified holders of the following on Tuesday:

• The release of the pro forma financial information consisting of the unaudited pro forma condensed consolidated statement of financial position of ADCB, UNB and Al Hilal as of Dec. 31, 2018 as if the combination had taken place as of that date will occur on March 8, pushed back from March 3; and

• The release of the audited consolidated financial statements of Al Hilal as of and for the years ended Dec. 31, 2018 and Dec. 31, 2017, along with the independent auditors' audit report, will also be postponed until March 8 from March 3.

Consents may not be revoked after the new early instruction deadline, the company added.

Under each consent solicitation, the issuer is asking holders to approve the merger as well as to acknowledge that the combination will constitute a permitted reorganization under the terms of the bonds, to agree to release and waive all rights, claims or entitlements against UNB arising directly from the proposal or implementation of the merger and to agree to delete a condition under the bonds relating to the status of the United Arab Emirates as a member in good standing of the International Monetary Fund in order to align the conditions with those of ADCB’s outstanding debt securities, as previously announced.

The issuer is offering an early consent payment of 0.1% to holders who deliver consents by the early instruction deadline. Holders who deliver their consents after the early deadline will receive a consent payment of 0.05%.

Holders will vote on the proposed amendments at meetings beginning at 5 a.m. ET on March 18.

Barclays Bank plc (+44 20 3134 8515, attn.: liability management group, eu.lm@barclays.com) and J.P. Morgan Securities plc (+44 20 7134 2468, attn.: liability management, em_europe_lm@jpmorgan.com) are the solicitation agents for the Regulation S offer. D.F. King Ltd. (+44 20 7920 9700, +852 3953 7231, unb@dfkingltd.com) is the information and tabulation agent.

Interest on the floaters is Libor plus 140 basis points.

UNB is based in Abu Dhabi, United Arab Emirates.

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