NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, CANADA OR SWITZERLAND OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
In the announcement of 17 June 2013 of its capital action plan, the Board of The Co-operative Bank confirmed that it would only pay discretionary coupon payments on Target Securities with the permission of the Prudential Regulation Authority (PRA). The Bank announces today (12 July 2013) that such permission, after full consideration by the PRA, has not been granted in respect of the discretionary coupon payment on the 13% Perpetual Subordinated Bonds (ISIN GB00B3VH4201) (13% Bonds) scheduled on 31 July 2013.
Therefore, the interest payment on the 13% Bonds scheduled for 31 July 2013 will be deferred and will be paid at the time of, but conditional on, the successful completion of the Exchange Offer. All investors in the 13% Bonds including those investors who tender their 13% Bonds in the Exchange Offer, will receive the deferred interest payment, in cash, on successful completion of the Exchange Offer, expected in November.
The Co-operative Bank:
- Russ Brady - 07880 784442
- Patrick Tooher - 07831 314671
- David Shriver - 020 7353 4200
- Jonathan Sibun - 020 7353 4200
Notes to Editors:
The Co-operative Bank has launched a website for holders of Target Securities at www.co-operative.coop/bondholders. This website will be regularly updated with all of the latest publicly available information, including a list of Frequently Asked Questions. Alternatively holders of Target Securities should contact 0800 731 2310.
This announcement contains or incorporates by reference certain "forward‐looking statements" regarding the belief or current expectations of the Bank or the Board of the Bank (as applicable) about the Bank's financial condition, results of operations and business and the transactions described in this announcement. Generally, but not always, words such as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target", "goal", "would" or their negative variations or similar expressions identify forward‐looking statements. Such forward‐looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Bank and are difficult to predict, that may cause the actual results, performance, achievements or developments of the Bank or the industries in which it operates to differ materially from any future results, performance, achievements or developments expressed or implied from the forward‐looking statements. A number of material factors could cause actual results to differ materially from those contemplated by the forward‐looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement.
Neither this announcement, the publication in which it is contained nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"). Neither this announcement, the publication in which it is contained nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Australia, New Zealand, South Africa, Japan, Canada or Switzerland or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of securities law in those jurisdictions. The distribution of this document in other jurisdictions may also be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The availability of the Exchange Offer and the distribution of this announcement in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In particular, this announcement does not constitute an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. No securities of Co-operative Bank have been, or will be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and securities of Co-operative Bank may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the securities in the United States.
This announcement is an advertisement and not a prospectus. Investors should not make any investment decision regarding any transferable securities referred to in this announcement except on the basis of information contained in prospectuses and exchange offer memorandum in their final form to be published by Co-operative Bank in due course in connection with the Exchange Offer. The Bank expressly reserves the right to adjust or amend the terms of the Exchange Offer and any securities offered in the Exchange Offer prior to the launch of the Exchange Offer.