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
27 November 2013
On 4 November 2013, The Co-operative Bank p.l.c. (the “The Co-operative Bank”) announced that, in the context of the Liability Management Exercise announced by The Co-operative Bank and Co-operative Group Limited on that date, it intended to defer the discretionary interest payment on its 5.5555% Perpetual Subordinated Bonds (ISIN: GB00B3VMBW45) (the “5.5555% Bonds”) scheduled for 14 December 2013. The Co-operative Bank is now giving formal notice of such deferral to holders of the 5.5555% Bonds, in accordance with the terms of the 5.5555% Bonds.
As announced by The Co-operative Bank on 4 November, if the Liability Management Exercise successfully completes after 14 December 2013, the Bank will pay that deferred interest payment to all holders of the 5.5555% Bonds upon settlement of the Liability Management Exercise (which is currently scheduled for 18 December 2013).
The Co-operative Bank:
Russ Brady - 07880 784442
Patrick Tooher - 07831 314671
David Shriver - 020 7353 4200
Jonathan Sibun - 020 7353 4200
The Co-operative Bank has launched a website for holders of the subordinated bonds and preference shares which are the subject of the Liability Management Exercise: www.co-operative.coop/bondholders. This website is regularly updated with all of the latest publicly available information, including a list of Frequently Asked Questions.
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 certain component parts of the Liability Management Exercise 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 The Co-operative Bank have been, or will be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and securities of the 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 the Prospectuses in their final form published by The Co-operative Bank and Co-operative Group Limited on 4 November 2013 (as the same may be supplemented from time to time) in connection with the Liability Management Exercise.