Maribor to issue €45.29 million of new 6% notes in exchange offer

By Jennifer Chiou

New York, Dec. 13 - Nova Kreditna Banka Maribor dd announced that it will issue €45,285,000 of new 6% unsecured notes due Dec. 14, 2017 in the exchange offer for the €50 million of floating-rate perpetual notes issued by ING Bank NV for the sole purpose of financing a subordinated loan to Maribor and the €100 million of fixed-to-floating perpetual loan participation notes issued by Maribor Finance for the sole purpose of financing a subordinated loan to Maribor.

As reported last month, the bank started tender and exchange offers for the securities. Holders tendered for exchange €22.65 million of the floaters and €42,269,000 of the fixed-to-floating notes, all of which were accepted.

Holders of the ING-issued notes could tender their securities for 50% of par plus accrued interest. Maribor offered to pay a maximum purchase price of €20 million in the tender offer.

Otherwise, those notes could be exchanged for new 6% euro-denominated senior unsecured notes due 2017 at an exchange ratio of 60%.

Holders of the Maribor Finance-issued notes had the opportunity to tender any and all of their securities for 65% of par plus accrued interest.

Otherwise, the fixed-to-floating notes could be exchanged for the new 6% unsecured notes at an exchange ratio of 75%. There is a consent fee of 1% notes for this series.

All in all, the bank accepted all €7 million of tenders for the floaters and all €26,075,000 of tenders for the fixed-to-floating notes.

Tender or exchange instructions were due on Dec. 3. Settlement was to occur on Dec. 14.

Extraordinary resolution

A week ago, the company said that holders voted to pass its proposed extraordinary resolution to amend the trust deed of the perpetual loan participation notes issued by Maribor Finance BV.

The meeting took place in London.

Maribor specifically proposed to, among other thing, complete the following:

• Amend the trust deed to add a condition permitting cancellation of any of the notes that have been purchased or acquired in exchange for new notes; and

• Modify the provisions of the subordinated loan agreement between the company as borrower and VTB Capital plc (formerly known as VTB Bank Europe plc) as lender to permit repayment of the subordinated loan.

The Slovenian bank previously said it established an action plan to increase the core tier 1 capital ratio of it and its subsidiaries above 9% in order to meet the substantially tightened regulatory capital requirements by the Bank of Slovenia as well as to meet the European Banking Authority recommendation on the creation of temporary capital buffers.

As announced, the offers were conditioned on acceptance from the Bank of Slovenia. They launched on Nov. 13.

The dealer manager was UniCredit Bank AG (49 89 378 12010 or lmw@unicreditgroup.de). The tender and exchange agent was Lucid Issuer Services Ltd. (44 20 7704 0880 or nova@lucid-is.com).

The principal paying agent was the Bank of New York Mellon (44 20 7964 5781 or corpsovcee@bnymellon.com).

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