NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (the "United States") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

9 NOVEMBER 2023

NIBC Bank N.V. ANNOUNCES A TENDER OFFER FOR ITS OUTSTANDING EUR 500,000,000 2.000 PER CENT. SENIOR NON-PREFERRED UNSECURED NOTES DUE 9 APRIL 2024 (ISIN: XS1978668298)

NIBC Bank N.V. (the "Issuer") has today launched its invitation to holders of its outstanding EUR 500,000,000 2.000 per cent. Senior Non-Preferred Unsecured Notes due 9 April 2024 (issued in one tranche of EUR 300,000,000 on 9 April 2019 and one tranche of EUR 200,000,000 issued on 10 June 2020, which tranches were then consolidated to form a single series) (ISIN: XS1978668298) (the "Notes") to tender any and all such Notes for purchase by the Issuer for cash (such invitation, the "Offer"). The Offer is being made subject to applicable law and regulation, on the terms and subject to the conditions and the offer and distribution restrictions described in the tender offer memorandum dated 9 November 2023 (the "Tender Offer Memorandum").

Copies of the Tender Offer Memorandum are (subject to applicable law and regulation and the offer and distribution restrictions) available from Kroll Issuer Services Limited (the "Tender Agent"). Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum. In the event of discrepancies between this announcement and the provisions in the Tender Offer Memorandum, the Tender Offer Memorandum will prevail.

Summary of the Offer

THE OFFER COMMENCES ON 9 NOVEMBER 2023 AND WILL EXPIRE AT 16:00 HOURS (LONDON TIME)/17:00 HOURS CET ON 16 NOVEMBER 2023 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE AND ABSOLUTE DISCRETION OF THE ISSUER, AS PROVIDED IN THE TENDER OFFER MEMORANDUM.

THE OFFER IS SUBJECT TO SATISFACTION OR WAIVER OF THE NEW FINANCING CONDITION AND THE OTHER TERMS AND CONDITIONS SET OUT HEREIN.

TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER OFFER MEMORANDUM.

Custodians, Direct Participants and Clearing Systems will have deadlines for receiving instructions prior to the Expiration Deadline and holders should contact the intermediary through which they hold their Notes as soon as possible to ensure proper and timely delivery of instructions.

Rationale for the Offer

The Issuer is making the Offer in order to provide liquidity to the holders of the Notes while optimising its funding and liquidity position. The Offer also provides the holders of the Notes with an opportunity to sell their Notes ahead of their maturity date and to receive, at the sole and absolute discretion of the Issuer, priority in the allocation of the New Notes as further described below.

Notes purchased by the Issuer pursuant to the Offer will be cancelled and will not be re-issued or re-sold.

New Financing Condition

The Issuer announced today its intention to issue new EUR-denominated fixed rate senior non-preferred unsecured notes (the "New Notes"). The purchase of any Notes by the Issuer pursuant to the Offer is subject to the pricing of the issue of the New Notes on or prior to the Tender Offer Settlement Date (the "New Financing Condition"). The Issuer may, at its sole discretion, waive the New Financing Condition.

Priority in allocation of New Notes

A Noteholder that wishes to subscribe for New Notes in addition to validly tendering Notes for purchase pursuant to the Offer may, at the sole discretion of the Issuer, receive priority (the "New Issue Priority") in the allocation of the New Notes, subject to the terms set out herein, the satisfaction (or waiver) of the New Financing Condition and such Noteholder also making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a manager of the issue of the New Notes) in accordance with the standard new issue procedures of such manager. Please refer to the Tender Offer Memorandum for further details. However, the Issuer is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender Notes pursuant to an Offer.

The pricing and allocation of the New Notes may take place prior to the Expiration Deadline and, as such, any Noteholder who wishes to subscribe for New Notes in addition to tendering  their  Notes  for  purchase  pursuant  to  the  Offer  is advised to contact the Dealer Managers as soon as possible in order to be eligible to receive New Issue Priority and to provide,  as  soon as practicable, and prior to the allocation of the New Notes, to the Issuer or any Dealer Manager an indication of its firm intention to tender their Notes for purchase and the principal amount of the Notes that it intends to tender pursuant to the Offer.

MiFID II product governance - The target market for the New Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II").

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For these purposes, the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, (iii) not a qualified investor as defined in Regulation (EU) 2017/1129.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

Purchase Price and Accrued Interest Payment

Subject to the Minimum Denomination in respect of the Notes, the price payable for Notes validly tendered in the Offer and accepted for purchase (the "Purchase Price") will be equal to 99.00% of the principal amount of the Notes.

In respect of any Notes accepted for purchase, the Issuer will also pay an amount equal to any accrued and unpaid interest on the relevant Notes from, and including, the interest payment date for the Notes immediately preceding the Tender Offer Settlement Date up to, but excluding, the Tender Offer Settlement Date, which is expected on 20 November 2023.

Notes purchased by the Issuer pursuant to the Offer will be immediately cancelled. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Tender Offer Settlement Date.

Acceptance and No Scaling

If the Issuer decides to accept any valid tenders of Notes for purchase pursuant to the Offer, the Issuer will accept for purchase all Notes that are validly tendered in full, with no pro rata scaling, subject to the satisfaction or waiver of the New Financing Condition on or prior to the Tender Offer Settlement Date.

Amendment and Termination

The Issuer reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer at any time following the announcement of the Offer, as described herein under the heading "Amendment and Termination". Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Noteholders as soon as possible after such decision.

Summary of Action to be Taken

To tender Notes in the Offer, a holder of Notes should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received in each case by the Tender Agent by the Expiration Deadline as follows:

(a)           any Noteholder that does not wish to subscribe for New Notes and wishes only to tender Notes for purchase for cash by the Issuer should deliver, or arrange to have delivered on its behalf, a Tender Instruction; and

(b)          any Noteholder that wishes to subscribe for New Notes in addition to tendering Notes for purchase by the Issuer, and to be eligible to receive New Issue Priority, should follow the procedures described in "Terms and Conditions of the Offer - Priority in allocation of New Notes" of the Tender Offer Memorandum. 

Tender Instructions must be submitted in respect of a principal amount of Notes of no less than the Minimum Denomination.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in this Tender Offer Memorandum.  The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified in this Tender Offer Memorandum.

If a Noteholder wishes to request New Issue Priority but does not have an account with a Dealer Manager (in its capacity as a manager of the issue of New Notes) or is not otherwise an approved counterparty of any such manager, such Noteholder must arrange for its application for New Issue Priority to be requested through an Intermediary that is an approved counterparty of such Dealer Manager (in its capacity as a manager of the issue of New Notes).

Further Information

Any questions or requests for assistance in connection with (i) the Offer, may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions or requests for additional copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Tender Agent, the contact details for each of which are provided on the back cover of this announcement.

Before making a decision with respect to the Offer, Noteholders should carefully consider all of the information in the Tender Offer Memorandum.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR").

FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY HANS STARRENBURG, HEAD OF TREASURY OF NIBC BANK N.V.

EXPECTED TIMETABLE OF EVENTS

This is an indicative timetable showing one possible outcome for the timing of the Offer.  This timetable is subject to change and dates and times may be extended or amended by the Issuer in accordance with the terms of the Offer as described in the Tender Offer Memorandum.  Accordingly, the actual timetable may differ significantly from the timetable below.

Announcements will be made by (i) the issue of a press release on the Issuer's website and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements relating to the Offer.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified above.  The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Disclaimer

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the contents of this announcement, the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, legal, regulatory and tax advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, regulatory, tax or legal adviser.

None of the Issuer, the Dealer Managers or the Tender Agent or any of their respective directors, employees, officers, agents or affiliates expresses any opinion about the merits of the Offer or makes any recommendation as to whether or not any Noteholder should offer to sell its Notes and no one has been authorised by the Issuer, the Dealer Managers or the Tender Agent to make any such recommendation.

Offer and Distribution Restrictions

United States

The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")).  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  Accordingly, copies of this Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person.  Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

This Tender Offer Memorandum is not an offer of securities for sale in the United States or to U.S. Persons.  Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.

Each holder of Notes participating in the Offer will represent that it is not a U.S. Person located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this Tender Offer Memorandum and any other documents or materials relating to the Offer 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. Accordingly, 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 such documents and/or materials as a financial promotion is only being made to 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 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended).  Neither this Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offer.  This Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Offer, this Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

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

Noteholders, or beneficial owners of the Notes, can tender some or all of their Notes pursuant to the Offer through authorised 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. 20307 of 15 February 2018, 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 Notes or the Offer.

General

Neither this Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Offer by submitting valid Tender Instruction will be deemed to give certain other representations as set out in "Procedures for Participating in the Offer" will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer".  Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted.