OREANDA-NEWS. Access Bank Plc (the "Bank") hereby announces an invitation (the "Exchange Offer") to eligible holders (the "Holders") (subject to the "Offer and Distribution Restrictions" (as described below)) of the U.S.$350,000,000 7.25 per cent. Guaranteed Notes due 2017 issued by Access Finance B.V. (the "Existing Notes Issuer") and guaranteed by the Bank (the "Existing Notes") to offer to exchange any and all of their Existing Notes for new United States dollar denominated fixed rate senior notes due October 2021 (the "New Notes") to be issued by the Bank under its U.S.$1,000,000,000 Global Medium Term Note Programme (the "Programme").

The Exchange Offer is being made on the terms and subject to the conditions set out in an exchange offer memorandum dated 3 October 2016 (the "Exchange Offer Memorandum"). Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Exchange Offer Memorandum.

The Existing Notes and the New Notes for which they may be exchanged are as follows:

Existing Notes


New Notes

Rationale for the Exchange Offer

The rationale for the Exchange Offer is to further enhance the quality and efficiency of the Bank's capital base. The Exchange Offer will also assist the Bank to manage the forthcoming maturity of the Existing Notes. Any Existing Notes acquired by the Bank pursuant to the Exchange Offer will be cancelled and will not be reissued or resold. Consistent with the Bank's Programme, the New Notes will be issued by the Bank rather than the Existing Notes Issuer.

Exchange Offer Consideration

Subject to the Holder offering to exchange Existing Notes in an amount equal to at least the Minimum Offer Amount, Holders whose Existing Notes are accepted for exchange will be eligible to receive, on the Settlement Date, which is expected to be 18 October 2016 (the "Settlement Date"), an amount of New Notes which is the product of (rounded down to the nearest U.S.$1,000) (a) the aggregate principal amount of such Existing Notes offered for exchange and (b) the Exchange Ratio. Such Holder will also be entitled to receive on the Settlement Date an amount in cash (in U.S. dollars) equal to the Accrued Interest Payment and any Cash Rounding Amount, if applicable.

Pricing of the New Notes

The Bank expects to announce the minimum yield (the "Minimum New Issue Yield") at or above which the New Issue Yield will be fixed no later than 12:00 p.m. (London time) on 5 October 2016 (the "Minimum New Issue Yield Announcement Time"). The New Issue Yield, which is intended to reflect the yield to maturity of the New Notes on the Settlement Date is expected to be determined by the Bank, along with the New Issue Coupon and New Issue Price on or around 4:00 p.m. (London time) (the "Pricing Time") on 12 October 2016 (the "Pricing Date").

Exchange Ratio and Cash Rounding Amount

The Exchange Ratio will be calculated by dividing the Exchange Price by the New Issue Price, and will be rounded to 6 decimal places.

If, as a result of the aggregate principal amount of New Notes to be delivered to a Holder pursuant to the Exchange Offer as part of its Exchange Offer Consideration, a Holder of Existing Notes would be entitled to receive an aggregate principal amount of New Notes that is not an integral multiple of U.S.$1,000, the Bank will pay or procure that there is paid to such holder on the Settlement Date an amount in cash (the "Cash Rounding Amount") equal to (a) the fractional portion of such aggregate principal amount of New Notes that is not such integral multiple multiplied by (b) the New Issue Price (which resulting amount shall be rounded to the nearest U.S.$0.01 with half a cent rounded upwards).

Accrued Interest Payment

On the Settlement Date, the Bank will also pay or procure there is paid to all Holders who have validly offered to exchange their Existing Notes pursuant to the Exchange Offer and which Existing Notes are accepted for exchange by the Bank, an amount in cash (rounded to the nearest U.S.$0.01, with half a cent rounded upwards) equal to any accrued and unpaid interest on such Existing Notes for the period from (and including) the interest payment date for the Existing Notes immediately preceding the Settlement Date to (but excluding) the Settlement Date (the "Accrued Interest Payment").

Minimum Offer Amount

To receive New Notes and participate in the Exchange Offer, Holders must validly offer for exchange Existing Notes with an aggregate principal amount of at least the minimum denomination of U.S.$200,000 (the "Minimum Offer Amount"). In order to be eligible to receive New Notes in the Exchange Offer, a Holder that, as at the date of this Exchange Offer Memorandum, holds Existing Notes having an aggregate principal amount less than the Minimum Offer Amount must first acquire such further Existing Notes as is necessary for that Holder to be able to offer for exchange the Minimum Offer Amount by the Exchange Deadline.

New Notes

The New Notes will be issued under the Programme pursuant to the Programme Trust Deed and Programme Agency Agreement in accordance with the New Notes Conditions and the Final Terms. The New Notes will be issued in registered form and shall have a minimum denomination of U.S.$200,000 each and integral multiples of U.S.$1,000 each in excess thereof. The New Bonds are expected to be admitted to the official list of the Irish Stock Exchange and to trading on the Irish Stock Exchange's regulated market.

Additional Notes

In addition to the New Notes to be exchanged for Existing Notes in the Exchange Offer, the Bank may issue additional United States dollar denominated fixed rate senior notes (having the same terms and being part of the same series and being consolidated with the New Notes) on the Settlement Date outside the terms of the Exchange Offer (the "Additional Notes"). The decision as to whether any Additional Notes will be issued will be announced as soon as reasonably practicable after the Pricing Time on the Pricing Date.