SOURCE: UBS AG

December 15, 2015 11:49 ET

UBS AG Cash Tender Offers for Certain U.S. Dollar Securities: Announcement of the Total Consideration

ZURICH, SWITZERLAND--(Marketwired - Dec 15, 2015) - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

UBS AG (the "Offeror") today announced the Reference Yield and the Total Consideration for each Series of Securities subject to its previously announced cash tender offers (the "Offers"). The Offers are made on the terms and subject to the conditions contained in a tender offer memorandum dated December 4, 2015 (the "Tender Offer Memorandum") and the notice of guaranteed delivery (the "Notice of Guaranteed Delivery").

Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum and the Notice of Guaranteed Delivery are available at the following web address: http://www.lucid-is.com/ubs.

Total Consideration

The Reference Yield in respect of each Series of Securities was determined at 9:00 a.m., New York City time, today. The Total Consideration for each Series of Securities is based on the Reference Yield plus the Fixed Spread as set forth in the table below.

                             
Title of Security   CUSIP   ISIN   Principal Amount
Outstanding
  Reference Treasury Security   Reference Yield   Fixed Spread   Total Consideration (per $1,000)
Subordinated Dated Tier 2 Notes
5.875% Notes due July 15, 2016(1)   90261XBY7   US90261XBY76   $930,600,000   0.625% U.S. Treasury due July 15, 2016   0.652%   +40 bps   $1,027.57
7.375% Notes due June 15, 2017(2)   87083KAM4   US87083KAM45   $300,000,000   0.875% U.S. Treasury due November 30, 2017   0.984%   +90 bps   $1,080.39
7.500 % Notes due July 15, 2025(2)   870836AC7   US870836AC77   $350,000,000   2.25% U.S. Treasury due November 15, 2025   2.280%   +180 bps   $1,268.79
7.750 % Notes due September 1, 2026(2)   870845AC8   US870845AC84   $300,000,000   2.25% U.S. Treasury due November 15, 2025   2.280%   +180 bps   $1,315.61
Senior Unsecured Notes
5.875 % Notes due December 20, 2017(1)   90261XEM0   US90261XEM02   $2,484,645,000   0.875% U.S. Treasury due November 30, 2017   0.984%   +65 bps   $1,083.34
5.750 % Notes due April 25, 2018(1)   90261XFA5   US90261XFA54   $1,907,380,000   1.25% U.S. Treasury due November 15, 2018   1.277%   +55 bps   $1,089.92
4.875 % Notes due August 4, 2020(1)   90261XGD8   US90261XGD84   $1,974,078,000   1.625% U.S. Treasury due November 30, 2020   1.706%   +65 bps   $1,109.81
Covered Bonds
2.250 % Notes due March 30, 2017(3)   90349CAA2   US90349CAA27/
XS0765656276
  $2,000,000,000   0.50% U.S. Treasury due March 31, 2017   0.900%   +0 bps   $1,017.18
                             

(1) Issued by UBS AG acting through its Stamford Branch.
(2) Originally issued by Swiss Bank Corporation (currently, UBS AG) acting through its New York Branch.
(3) Issued by UBS AG acting through its London Branch.

The Offers will expire at 12:00 p.m. (New York City time) today (the "Expiration Deadline"), unless extended, re-opened and/or terminated as provided in the Tender Offer Memorandum.

Holders must validly tender and not withdraw their Securities on or prior to the Expiration Deadline, in order to be eligible to receive the Total Consideration. Securities validly tendered may be withdrawn at any time prior to the Expiration Deadline, but not thereafter.

Accrued Interest Payment

An amount equal to accrued and unpaid interest will also be paid in respect of all Securities validly tendered and accepted for purchase by the Offeror pursuant to the Offers from, and including, the immediately preceding interest payment date for the relevant Series of Securities to, but excluding, the Settlement Date.

If the Settlement Date occurs on or after a regular record date for the payment of interest on any Series of Securities and on or before the related interest payment date for such Series of Securities, Holders who tender Securities that they held on any such regular record date and which are accepted for purchase pursuant to the relevant Offer, will not receive any accrued and unpaid interest on such Securities on such interest payment date, but instead will receive the Accrued Interest on the Settlement Date.

The calculation of Accrued Interest for each Series of Securities will be made by the Lead Dealer Manager in its sole discretion and such calculations will be final and binding on the Holders, absent manifest error.

Settlement

The Total Consideration and Accrued Interest for Securities validly tendered before the Expiration Deadline, and accepted for purchase, will be paid to Holders on the Settlement Date. The Settlement Date will be promptly after the Expiration Deadline and is expected to be December 18, 2015.

INDICATIVE TIMETABLE

The following table sets out the expected dates and times of the key events relating to the Offers following this announcement. This is an indicative timetable and is subject to change.

     
Date and Time   Action
December 15, 2015, 12:00 p.m., New York City time   Withdrawal Date

Deadline for Holders to validly withdraw tenders of Securities.
     
December 15, 2015, 12:00 p.m., New York City time   Expiration Deadline

Deadline for receipt by the Tender Agent of all Tender Instructions in order for Holders to be able to participate in the Offers and to be eligible to receive the Total Consideration and any Accrued Interest on the Settlement Date.
     
December 16, 2015   Announcement of Final Results of the Offers

The Offeror expects to announce the final aggregate principal amount of each series of Securities accepted for purchase.
     
December 18, 2015   Settlement Date

Expected settlement date for Securities validly tendered and accepted by the Offeror. Payment of the Total Consideration and any Accrued Interest in respect of any such Securities.
     

The above dates and times are subject, where applicable, to the right of the Offeror to extend, re-open, amend and/or terminate the Offers, subject to applicable laws. Holders of Securities are advised to check with any bank, securities broker or other intermediary through which they hold Securities as to when such intermediary requires the receipt of instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified above.

Holders of Securities are advised to read carefully the Tender Offer Memorandum and the Notice of Guaranteed Delivery for full details of and information on the procedures for participating in the Offers.

Concurrent Non-U.S. Tender Offers

On December 4, 2015 the Offeror also invited holders of: (1) certain pound sterling, euro and Italian lira denominated debt securities who are outside the United States to tender those securities for purchase by the Offeror (the "European Offer"); and (2) certain Swiss franc denominated debt securities who are outside the United States to tender those securities for purchase by the Offeror (the "Swiss Offer"). This announcement does not relate to the European Offer or the Swiss Offer.

FURTHER INFORMATION

Lucid Issuer Services Limited has been appointed by the Offeror as tender agent (the "Tender Agent") for the purposes of the Offers.

UBS Limited, an affiliate of the Offeror, is acting as the Lead Dealer Manager (the "Lead Dealer Manager") in connection with the Offers.

Requests for information in relation to the Offers should be directed to:

 
LEAD DEALER MANAGER
 
UBS Limited
1 Finsbury Avenue
London EC2M 2PP
United Kingdom
 
In the United States:
Toll Free: +1 888 719 4210
Collect: +1 203 719 4210
Email: andrew.cardamone@ubs.com/
andrew-w.lee@ubs.com
Attention: Liability Management Group
  Outside the United States:
Tel: +1 203 719 8682 / +44 20 7568 4601
Email: mark-t.watkins@ubs.com/
torstein.berteig@ubs.com
Attention: Liability Management Group
 
Requests for information in relation to the procedures for tendering Securities in, and for any documents or materials relating to, the Offers should be directed to:
TENDER AGENT
 
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Email: ubs@lucid-is.com
Attention: Paul Kamminga/Thomas Choquet
 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Offers. If any holder of Securities is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Securities 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 participate in the Offers. None of the Offeror, the Dealer Managers, the Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Securities should participate in the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum does not constitute an offer or an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the 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 (as amended). Accordingly, this announcement, the Tender Offer Memorandum and such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement, the Tender Offer Memorandum and such documents and/or materials as a financial promotion is only being directed at and made to (i) those persons in 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 (as amended) (the "Order"), (ii) those persons who are existing members or creditors of the Offeror and other persons falling within Article 43 of the Order, (iii) persons who are outside the United Kingdom and (iv) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any person in the United Kingdom who is not a Relevant Person should not act or rely on this announcement, the Tender Offer Memorandum or such documents and/or materials or any of their content. Any investment or investment activity to which this announcement, the Tender Offer Memorandum or such other documents or materials relate is available only to and will be engaged in only with Relevant Persons.

France

The Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other documents or offering materials relating to the Offers, has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offers. The Tender Offer Memorandum has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.

The Offers are being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "CONSOB Regulation"). The Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the CONSOB Regulation.

Holders or beneficial owners of the Securities located in Italy can offer the Securities through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offers.

Switzerland

Neither this announcement, the Tender Offer Memorandum nor any other offering or marketing material relating to the Securities constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offers. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offers.

Singapore

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers has been or will be registered as a prospectus with the Monetary Authority of Singapore. The Offers do not constitute a public tender offer for the purchase of Securities or a public offering of securities in Singapore pursuant to Section 273(1)(e) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"). Accordingly, the Offers are not being made, and the Tender Offer Memorandum and any other documents or materials relating to the Offers are not to be circulated or distributed, whether directly or indirectly, to persons located or resident in Singapore other than to (i) an institutional investor under Section 274 of the SFA, (ii) a relevant person as defined in Section 275(1) of the SFA, or to any person as referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

The People's Republic of China

This announcement and the Tender Offer Memorandum may not be circulated or distributed in or into the People's Republic of China (the "PRC") and the Offers may not be made, directly or indirectly, to any resident of the PRC except to the extent consistent with the applicable laws and regulations of the PRC.

General

The Offers do not constitute an offer to buy or the solicitation of an offer to sell Securities in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or, where the context so requires, any of its affiliates, is such a licensed broker or dealer in that jurisdiction, the Offers shall be deemed to be made on behalf of the Offeror by the Dealer Managers or such affiliate (as the case may be) in such jurisdiction.

Each Holder participating in the Offers will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum. Any tender of Securities for purchase pursuant to the Offers from a Holder that is unable to make these representations may be rejected. Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to the Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender may be rejected.

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