t
| Date | 24 Aug 2021 |
| Time | 11:53:24 |
| Category | Miscellaneous |
| ID | 6301J |
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
24 August 2021
CLYDESDALE BANK PLC
(incorporated with limited liability in Scotland)
Legal Entity Identifier (LEI): NHXOBHMY8K53VRC7MZ54
(the "Issuer")
NOTICE
to the holders of the
Series 2012-2 £700,000,000 4.625 per cent. Regulated Covered Bonds due June 2026
(ISIN: XS0789991527)
(the Series 2012-2 Covered Bonds, and the holders thereof, the Covered Bondholders) of the Issuer presently outstanding.
The Issuer has today given a Notice of Meeting in respect of the Series 2012-2 Covered Bonds for the purpose of soliciting a consent to (i) the modification of the Series 2012-2 Covered Bonds and consequential or related amendments to the transaction documents for the Series 2012-2 Covered Bonds such that the existing LIBOR Interest Basis (applicable from (and including) the Final Maturity Date to (but excluding) the Extended Due for Payment Date) of the Series 2012-2 Covered Bonds is replaced by a SONIA interest basis, to implement corresponding changes to the Series 2012-2 Final Terms, the Series 2012-2 Term Advance and the Series 2012-2 Covered Bond Swap (each as defined in the Consent Solicitation Memorandum) in relation to those interest payments and (if applicable) such consequential or related amendments to the Legacy Clydesdale Covered Bond Programme (as defined in the Consent Solicitation Memorandum) as may be required to give effect to such modification (the SONIA Amendments); and (ii) separately and independently from the SONIA Amendments, the transfer of the Series 2012-2 Covered Bonds to the €7 billion Clydesdale Bank PLC Global Covered Bond Programme irrevocably and unconditionally guaranteed by Eagle Place Covered Bonds LLP (the Series 2012-2 Transfer), as proposed by the Issuer (the Proposal) for approval by separate extraordinary resolutions of the Covered Bondholders of the Series 2012-2 Covered Bonds, all as further described in the consent solicitation memorandum dated 24 August 2021 (the Consent Solicitation Memorandum).
1. Notice of meeting in respect of the series 2012-2 covered bonds
To view the Notice of Meeting, please paste the following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/6301J_1-2021-8-24.pdf
2. Indicative timetable for the consent solicitation
Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation, which will depend, among other things, on timely receipt (and non-revocation) of instructions, the rights of the Issuer (where applicable) to extend, waive any condition of, amend and/or terminate the Consent Solicitation (other than the terms of the Extraordinary Resolutions, bringing forward the Expiration Deadline or the time and date of the Meeting) as described in this Consent Solicitation Memorandum and the passing of the Extraordinary Resolutions and satisfaction of the Eligibility Condition at the initial Meeting for the Series 2012-2 Covered Bonds. Accordingly, the actual timetable may differ significantly from the timetable below.
|
Date/Time |
|
Action |
|
|
24 August 2021 (At least 21 clear days before the Meeting) |
|
Notice of the Meeting to be delivered to the Clearing Systems. Release of Notice through the regulatory news service of the London Stock Exchange. |
|
|
|
|
Copies of the Consent Solicitation Memorandum and the Covered Bondholder Information (as defined in the Consent Solicitation Memorandum) to be available from the Tabulation Agent. The Covered Bondholder Information to be available for inspection, as indicated, on the website of the Issuer at https://www.virginmoneyukplc.com/investor-relations/debt-investors/global-covered-bonds/global-covered-bonds-programme (the Issuer's Website). From this date, Covered Bondholders may arrange for Series 2012-2 Covered Bonds held by Clearstream, Luxembourg and/or Euroclear in their accounts to be blocked in such accounts and held to the order and under the control of the Principal Paying Agent in order to obtain voting certificates or give valid Consent Instructions or Ineligible Holder Instructions to the Tabulation Agent. |
|
|
By 4 p.m. (London time) (5 p.m. CET) on 7 September 2021
|
|
Transfer Consent Fee Deadline. Deadline for receipt by the Tabulation Agent of valid Consent Instructions from Eligible Covered Bondholders for such Covered Bondholders to be eligible to receive the Transfer Consent Fee. Covered Bondholders making such other arrangements or submitting Consent Instructions after the Transfer Consent Fee Deadline but prior to the Expiration Deadline (as defined below) will not be eligible to receive the Transfer Consent Fee. |
|
|
By 4 p.m. (London time) (5 p.m. CET) on 10 September 2021 (At least 48 hours before the Meeting) |
|
Expiration Deadline. Final time by which Covered Bondholders have arranged for receipt by the Tabulation Agent of valid Consent Instructions or Ineligible Holder Instructions in accordance with the procedures of Clearstream, Luxembourg and/or Euroclear. |
|
|
|
|
Final time by which Covered Bondholders have given notice to (in the limited circumstances in which such revocation is permitted) the Tabulation Agent (via the relevant Clearing Systems) of any intended revocation of, or amendment to, Consent Instructions or Ineligible Holder Instructions previously given by them. |
|
|
10 a.m. (London time) (11 a.m. CET) on 15 September 2021 |
|
COVERED BONDHOLDERS' MEETING HELD The initial Meeting will commence at 10 a.m. (London time) (11 a.m. CET). |
|
|
If the Extraordinary Resolutions are passed at the Meeting: |
|||
|
As soon as reasonably practicable after the Meeting |
|
Announcement of the results of the Meeting and, if the Extraordinary Resolutions are passed, satisfaction (or not) of the Eligibility Condition. Delivery of notice of such results to Euroclear and Clearstream, Luxembourg for communication to their account holders and an announcement released on the regulatory news service of the London Stock Exchange. |
|
|
At or around 1 p.m. (London time) (2 p.m. CET) on 15 September 2021
|
|
Determination of Adjusted Margin If the Extraordinary Resolution relating to the SONIA Amendments is passed at the initial Meeting (or at a subsequent adjourned Meeting) and the Eligibility Condition is satisfied, Solicitation Agent to determine the Adjusted Margin, which includes the Adjustment Spread. The Adjustment Spread will be the rate specified on Bloomberg Screen "SBP0001M Index" at 1pm on the day of the initial Meeting (or subsequent adjourned Meeting, as applicable). As at the date of this Consent Solicitation Memorandum, the rate specified on Bloomberg screen "SBP0001M Index" in relation to 1-month Sterling LIBOR has been fixed at 0.0326 per cent., and such rate (subject to any corrections or adjustments made to such rate by Bloomberg in accordance with its rule book) will be the Adjustment Spread. An announcement will only be sent to Covered Bondholders in relation to the determination of the Adjusted Margin if the Adjustment Spread differs from that set out above. |
|
|
Effective Date |
|
If either of the Extraordinary Resolutions are passed at the initial Meeting (or at a subsequent adjourned Meeting) and the Eligibility Condition is satisfied, the modifications to the Conditions of the Series 2012-2 Covered Bonds described in the Consent Solicitation Memorandum in relation to such Extraordinary Resolution will be implemented with effect on and from 22 October 2021 (the date of implementation, the Effective Date). If only the Extraordinary Resolution in relation to the SONIA Amendments passes and the Eligibility Condition in relation thereto is satisfied, the Effective Date may be delayed in order to allow requisite amendments to the Legacy Clydesdale Covered Bond Programme documentation to be completed in order to effect the required amendments to the existing terms and conditions of the Series 2012-2 Covered Bonds. |
|
|
Transfer Consent Fee Payment Date |
|
No later than the fifth Business Day following the Meeting at which the Extraordinary Resolution in relation to the Series 2012-2 Transfer passes and the Eligibility Condition in relation thereto is satisfied. |
|
Covered Bondholders are advised to check with any Clearing System, bank, securities broker or other intermediary through which they hold Series 2012-2 Covered Bonds when such Clearing System or intermediary would need to receive instructions from a Covered Bondholder in order for that Covered Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Consent Solicitation by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Electronic Voting Instructions will be earlier than the relevant deadlines specified above.
Until an Extraordinary Resolution is passed and the Eligibility and Consent Conditions are satisfied, and the Amendment Documents are executed, and subject to there having been no prior termination of the Consent Solicitation by the Issuer, no assurance can be given that the Proposal will be implemented in respect of the Series 2012-2 Covered Bonds. If a quorum is not achieved at the initial Meeting or the quorum is achieved and the Extraordinary Resolutions (or either of them) are passed but the Eligibility Condition in relation thereto is not satisfied, such Meeting shall be adjourned in relation to one or both of the Extraordinary Resolutions and the adjourned Meeting of Covered Bondholders will be held at such time as will be notified to the Covered Bondholders in the notice of adjourned Meeting. The adjourned Meeting will be held in accordance with the terms of the Trust Deed and may relate to one or both of the Extraordinary Resolutions.
If the initial Meeting is adjourned for want of quorum, the Issuer may elect to terminate the Consent Solicitation prior to the adjourned Meeting with the result that the Proposal is not adopted.
Rating Agencies
Copies of certain of the draft Amendment Documents, as referred to in items (b) and (c) of Section 3 ("Form of Notice of Covered Bondholder Meeting - Documents Available for Inspection") of the Consent Solicitation Memorandum, have been reviewed by each of Fitch Ratings Limited (Fitch) and Moody's Investors Service Limited (Moody's), which provide ratings for the Legacy Clydesdale Covered Bond Programme. Neither Fitch nor Moody's has, based on the information provided to them, raised any comments in respect of the draft Amendment Documents. Further, Fitch and Moody's have each determined, based on the information provided to them, that the implementation of the SONIA Amendments and/or the Series 2012-2 Transfer will not, in and of itself and as of this point in time, result in the downgrade or withdrawal of the ratings currently assigned to the Series 2012-2 Covered Bonds.
Capitalised terms used but not defined herein shall have the meanings set out in the Consent Solicitation Memorandum.
Further information relating to the Consent Solicitation can be obtained directly from the Solicitation Agent and the Tabulation Agent:
|
|
|
|
Solicitation Agent
Barclays Bank PLC 5 The North Colonnade Canary Wharf Telephone: +44 (0)203 134 8515 Attention: Liability Management Group Email: [email protected] |
Tabulation Agent
Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Telephone: +44 20 7704 0880 Attention: Owen Morris / Illia Vyshhenskyi Email: [email protected] |
Announcement authorised for release by Lorna McMillan, Group Company Secretary
The information contained within this document is deemed by the Issuer to constitute inside information as stipulated under the Regulation (EU) No.596/2014 on market abuse as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this document via Regulatory Information Service, this inside information is now considered to be in the public domain.
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the consent solicitation. If any Covered Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (if in the United Kingdom) or other appropriately authorised financial adviser. Any individual or company whose Series 2012-2 Covered Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the consent solicitation.
The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the LLP, the Solicitation Agent and the Tabulation Agent to inform themselves about, and to observe, any such restrictions.