26.11.2024 - RBI: Results of the AT1 Tender Offer by Raiffeisen Bank International AG

NOT FOR 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 OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Vienna, 26 November 2024. On 18 November 2024, Raiffeisen Bank International AG (“the Bank”) invited eligible holders (the "Noteholders") of its outstanding EUR 650,000,000 Fixed to Reset Rate Additional Tier 1 Notes of 2017 with a First Reset Date on 15 December 2022 (ISIN: XS1640667116) (the "Notes") to tender any and all of their Notes for purchase by the Bank for cash (the "Tender Offer").

The Tender Offer expired at 5:00 p.m. (CET) on 25 November 2024.

The Bank intends to accept for purchase EUR 475,800,000 in aggregate principal amount of the Notes, subject to fulfilment of the Settlement Condition as defined in the tender offer memorandum dated 18 November 2024 (the "Tender Offer Memorandum") on the Settlement Date.

Subject to the fulfilment of the Settlement Condition, the settlement of the Tender Offer is expected to occur on 27 November 2024 (the "Settlement Date").

The Bank will pay accrued and unpaid distributions on each Note tendered for purchase by a Noteholder and accepted by the Bank from and including the distribution payment date immediately preceding the Settlement Date to but excluding the Settlement Date, determined in accordance with the conditions of the Notes.

Notes purchased by the Bank pursuant to the Tender Offer will be cancelled. Following the cancellation, the remaining aggregate principal amount of the outstanding Notes will be EUR 174,200,000.

Disclaimer:

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities 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 and the Tender Offer Memorandum comes are required by each of the Bank, the Dealer Managers and the Tender Agent (as set out in the Tender Offer Memorandum) to inform themselves about, and to observe, any such restrictions.

This announcement, the Tender Offer Memorandum and the Tender Offer are not for distribution, directly or indirectly, in or into or to any person located or resident in the United States.

The Tender Offer referenced herein is not being made, and will not be made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telex, telephone, the internet and other forms of electronic communication) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the Securities Act. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender 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. Any purported tender of Notes in the Tender 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 or 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 announcement is for information purposes only and does not constitute an offer to sell or an offer or solicitation to buy or subscribe to securities, nor does it constitute financial analysis or advice or a recommendation relating to financial instruments.