Meeting of the Series 2012-2 Covered Bondholders

The Meeting was held earlier today, and NOTICE IS HEREBY GIVEN to the Series 2012-2 Covered Bondholders that each of the Extraordinary Resolution in relation to the SONIA Amendments and the Extraordinary Resolution in relation to the Series 2012-2 Transfer was duly passed and the Eligibility Condition was satisfied in relation to each, and accordingly the Amendment Documents relating to the Series 2012-2 Covered Bonds will be executed on or about the date hereof and the amendments will be effective from 22 October 2021.

Summary of Modifications to the Conditions

Pursuant to the terms of the Extraordinary Resolutions:

(a)        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 in relation to those interest payments and (if applicable) such consequential or related amendments to the Legacy Clydesdale Covered Bond Programme as may be required to give effect to such modification (the SONIA Amendments); and

(b)       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).

SOLICITATION AND DISTRIBUTION RESTRICTIONS

United States

The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to persons who are (i) located and resident outside the United States, its territories and possessions and who are not U.S. persons (as defined in Regulation S under the Securities Act) or acting for the account or benefit of any U.S. person, (ii) eligible counterparties or professional clients (each as defined in MiFID II and COBS) and, if applicable and acting on a non-discretionary basis, persons who are acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client, in each case in respect of the Series 2012-2 Covered Bonds and (iii) otherwise persons to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons Eligible Covered Bondholders).

Neither this Notice nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States, its territories and possessions or to any U.S. person.  Securities may not be offered or sold in the United States absent registration or an exemption from registration.  The Series 2012-2 Covered Bonds and the guarantee thereof, 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 or sold in the United States, its territories or possessions or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

For the purpose of the above paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Further information relating to the Consent Solicitation can be obtained directly from the Solicitation Agent and the Tabulation Agent:

Announcement authorised for release by Lorna McMillan, Group Company Secretary

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 or this announcement. 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.  The information, statements and opinions contained in this announcement and the Consent Solicitation Memorandum or do not constitute or form part of, and should not be construed as, any public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments.

The distribution of this announcement and/or 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.