TIDM31PE
RNS Number : 4763Q
Canary Wharf Finance II PLC
27 October 2021
NOTICE OF MEETING AND EXTRAORDINARY RESOLUTION
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF ANY NOTEHOLDER IS IN ANY DOUBT AS TO THE ACTION IT
SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF ANY
EXTRAORDINARY RESOLUTION TO BE PROPOSED AT A MEETING, IT SHOULD
SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX
CONSEQUENCES, IMMEDIATELY FROM ITS STOCKBROKER, BANK MANAGER,
SOLICITOR, ACCOUNTANT OR OTHER INDEPENT FINANCIAL OR LEGAL
ADVISER.
CANARY WHARF FINANCE II PLC
(incorporated in England and Wales with limited liability under
registered number 03929593)
(the "Issuer")
NOTICE OF MEETING
of the holders of the outstanding Notes of the Issuer listed
below
ISIN/ Common Aggregate Principal Amount Current Rate of Interest (per
Description of Notes Code Outstanding cent. per annum)
--------------------------------- -------------- --------------------------------- --------------------------------
GBP200,000,000 Class
A3 5.952% First Mortgage
Debentures due October
2037 (the "Second Issue
Class A3 Notes"), GBP200,000,00
0
Class A3 5.952% First
Mortgage Debentures
due October 2037 (the
"Third Issue Class A3
Notes" and together
with the Second Issue
Class A3 Notes, the
"Notes") XS0130681512 GBP400,000,000 5.952%
013068151
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the
holders of the Notes (the "Noteholders") convened by the Issuer
will be held via teleconference on 30 November 2021 for the purpose
of considering and, if thought fit, passing the applicable
resolutions set out below which will, be proposed as an
Extraordinary Resolution in accordance with the provisions of the
trust deed dated 6 June 2000, as modified, supplemented and/or
restated on 12 June 2001, 21 February 2002, 22 October 2002, 18 May
2005, 25 May 2005 and 23 April 2007, made between, inter alios, the
Issuer and Deutsche Trustee Company Limited (the "Trustee") as
trustee for the Noteholders, and constituting the Notes (the "Trust
Deed").
The Meeting will commence at 10:10 a.m. (London Time).
Unless the context requires otherwise, capitalised terms used
but not defined in this Notice have the meanings given to them in
the Trust Deed, the terms and conditions of the Notes (the
"Conditions") or the Consent Solicitation Memorandum (as defined
below).
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE CLASS A3 NOTES DUE 2037 (ISIN:
XS0130681512).
"THAT this meeting of the holders of the outstanding
GBP200,000,000 Class A3 5.952% First Mortgage Debentures due
October 2037 (the "Second Issue Class A3 Notes"), GBP200,000,000
Class A3 5.952% First Mortgage Debentures due October 2037 (the
"Third Issue Class A3 Notes" and together with the Second Issue
Class A3 Notes, the "Notes"), issued by Canary Wharf Finance II plc
(the "Issuer") and constituted by the trust deed dated 6 June 2000,
as modified, supplemented and/or restated on 12 June 2001, 21
February 2002, 22 October 2002, 18 May 2005, 25 May 2005 and 23
April 2007 (the "Trust Deed"), made between, inter alios, the
Issuer and Deutsche Trustee Company Limited (the "Trustee") as
trustee for the holders of the Notes (the "Noteholders"),
hereby:
1. (subject to paragraph 7 of this Extraordinary Resolution)
assents to the modification of: (A) the terms and conditions of the
Floating Rate Notes (the "Conditions") to provide for the
replacement of LIBOR with SONIA as the reference rate for
calculating interest in respect of the Floating Rate Notes for each
Interest Period (as defined in the Conditions) commencing on or
after the Effective Date, fallback determination of the interest
rate by the Trustee is removed, new fallbacks are included to
address the non-availability of SONIA based on Supplement 70 to the
2006 ISDA Definitions and certain other related amendments so that
the relevant provisions of the Conditions will be in the form set
out in the draft Supplemental Trust Deed (as defined below); and
(B) the terms of each Swap Transaction and the Liquidity Facility
pursuant to the Amendment Agreements to reflect the change to the
interest rate basis of the Floating Rate Notes;
2. (subject to paragraph 7 of this Extraordinary Resolution)
authorises, directs, requests and empowers the Issuer and the
Trustee to: (a) consent to and execute: (i) a Supplemental Trust
Deed (the "Supplemental Trust Deed"); (ii) the Swap Amendment
Agreements; and (iii) the Liquidity Facility Amendment Agreement,
in each case in the form or substantially in the forms of the
drafts produced to this Meeting, with such amendments thereto (if
any) as the Trustee requires or agrees to give effect to the
changes referred to in paragraph 1 of this Extraordinary Resolution
and such other changes as may be necessary, desirable or expedient
in its sole opinion; and (b) execute and do all such other deeds,
instruments, acts and things as may be necessary, desirable or
expedient in the Trustee's sole opinion to carry out and to give
effect to this Extraordinary Resolution and the implementation of
the modifications referred to in this Extraordinary Resolution;
3. (subject to paragraph 7 of this Extraordinary Resolution)
sanctions and assents to every abrogation, modification or
compromise of, or arrangement in respect of, the rights of the
Noteholders against the Issuer appertaining to the Notes and each
Swap Transaction and the Liquidity Facility, whether or not such
rights arise under the Conditions, the Trust Deed or any other
transaction documents, involved in or resulting from or to be
effected by, the modifications referred to in paragraphs 1 and 2 of
this Extraordinary Resolution and their implementation;
4. (a) holds harmless, discharges and exonerates the Trustee
from, and indemnifies the Trustee against, any and all liability
for which it may have become or may become responsible under the
Trust Deed, any other Transaction Document or the Notes in respect
of any act or omission in connection with the proposal by the
Issuer to the Noteholders to approve the modification of the
Conditions and the consequential or related amendments to certain
transaction documents, in the manner set out in the Notice (the
"Proposal"), this Extraordinary Resolution or its implementation
and/or the modifications; and (b) irrevocably waives any claim
against the Issuer or the Trustee which arises as a result of any
loss or damage to the holders of the Notes suffered or incurred as
a result of the Issuer or the Trustee following the terms of this
Extraordinary Resolution (including for the avoidance of doubt, the
directions and/or instructions contained herein), even though it
may subsequently be found that there is a defect in this
Extraordinary Resolution or that for any reason this Extraordinary
Resolution is not valid or binding upon the holders of the
Notes;
5. agrees that the Trustee is not responsible for the accuracy,
completeness, validity or correctness of the statements made and
documents referred to in this Extraordinary Resolution and the
Consent Solicitation Memorandum or any omissions from this
Extraordinary Resolution or the Consent Solicitation
Memorandum;
6. confirms that the Trustee is hereby authorised and instructed
not to obtain any legal opinions in relation to, or to enquire into
the power and capacity of any person to enter into, the Amendment
Agreements or the Supplemental Trust Deed or the due execution and
delivery thereof by any party thereto or the validity or
enforceability thereof and it will not be liable for any
consequences resulting from this instruction;
7. declares that the implementation of this Extraordinary Resolution is conditional on:
(a) the Consent Solicitation (as defined below) not having been terminated; and
(b) the passing of this Extraordinary Resolution and the passing
of, and the satisfaction of any conditions referred to in, the
corresponding Extraordinary Resolution in respect of each other
Series listed in the Notice; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, have the following meanings given
below:
"Amendment Agreements" means the Swap Amendment Agreements and
the Liquidity Facility Amendment Agreement;
"Class A7 Notes" means the GBP222,000,000 Class A7 Floating Rate
First Mortgage Debentures due 2037 issued by the Issuer;
"Class B3 Notes" means the GBP104,000,000 Class B3 Floating Rate
First Mortgage Debentures due 2037 issued by the Issuer;
"Class C2 Notes" means the GBP275,000,000 Class C2 Floating Rate
First Mortgage Debentures due 2037 issued by the Issuer;
"Class D2 Notes" means the GBP125,000,000 Class D2 Floating Rate
First Mortgage Debentures due 2037 issued by the Issuer;
"Consent Solicitation" means the invitation by the Issuer to,
among others, the Noteholders to consent to the modification of the
Conditions relating to the Notes and other related documents, as
described in the Consent Solicitation Memorandum and as the same
may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 27 October 2021 prepared by the Issuer in relation
to the Consent Solicitation;
"Effective Date" means the Interest Payment Date (as defined in
the Conditions) falling in January 2022;
"Fixed Rate Notes" means the following issuances of notes by the
Issuer: GBP240,000,000 Class Al 6.455% First Mortgage Debentures
due October 2033 (the "First Issue Class Al Notes"), GBP475,000,000
Class Al 6.455% First Mortgage Debentures due October 2033 (the
"Second Issue Class Al Notes"), GBP500,000,000 Class Al 6.455%
First Mortgage Debentures due October 2033 (the "Third Issue Class
Al Notes" and, together with the First Issue Class Al Notes and the
Second Issue Class Al Notes, the "Class Al Notes"); GBP200,000,000
Class A3 5.952% First Mortgage Debentures due October 2037 (the
"Second Issue Class A3 Notes"), GBP200,000,000 Class A3 5.952%
First Mortgage Debentures due October 2037 (the "Third Issue Class
A3 Notes" and, together with the Second Issue Class A3 Notes, the
"Class A3 Notes"); GBP85,000,000 Class B 6.800 per cent. First
Mortgage Debentures due October 2033 (the "First Issue Class B
Notes"), GBP150,000,000 Class B 6.800 per cent. First Mortgage
Debentures due October 2033 (the "Third Issue Class B Notes" and,
together with the First Issue Class B Notes, the "Class B
Notes");
"Floating Rate Notes" means the following issuances of notes by
the Issuer: the Class A7 Notes, the Class B3 Notes, the Class C2
Notes and the Class D2 Notes;
"Liquidity Facility" means the liquidity facility offered to the
Issuer under the terms of a liquidity facility agreement originally
dated 6 June 2000 as amended and restated by amendment agreements
dated 12 June 2001, 21 February 2002, 22 October 2002, 25 May 2005
and 23 April 2007 between, among others, the Issuer, the Trustee,
Lloyds TSB Bank plc as successor liquidity facility agent, and
Lloyds TSB Bank plc as liquidity facility provider;
"Liquidity Facility Amendment Agreement" means the amendment
agreement that will amend and restate the terms of the Liquidity
Facility to reflect this Extraordinary Resolution and such other
changes as may be necessary, desirable or expedient to implement
the modifications referred to in this Extraordinary Resolution;
"Notice" means the notice given by the Issuer to Noteholders on
or around 27 October 2021;
"Qualified Institutional Buyer Confirmation Letter" means a
letter substantially in the form set out in Annex B (Form of
Qualified Institutional Buyer Confirmation Letter) of the Consent
Solicitation Memorandum;
"Series" means each series of the Fixed Rate Notes and the
Floating Rate Notes;
"Swap Transaction" means, in respect of the:
1. Class A7 Notes: the interest rate swap transaction between
the Issuer and Citibank, N.A., London Branch (the "Class A7 Swap
Transaction");
2. Class B3 Notes: the interest rate swap transaction between
the Issuer and Crédit Agricole Corporate and Investment Bank (the
"Class B3 Swap Transaction");
3. Class C2 Notes: the interest rate swap transaction between
the Issuer and STARTS (Ireland) Public Limited Company (the "Class
C2 Swap Transaction"); and
4. Class D2 Notes: the interest rate swap transaction between
the Issuer and Citibank, N.A., London Branch (the "Class D2 Swap
Transaction"),
each a "Swap Transaction" and together the "Swap Transactions";
and
"Swap Amendment Agreements" means the deeds of amendment that
will amend and restate the Swap Transactions to reflect this
Extraordinary Resolution and such other changes as may be
necessary, desirable or expedient to implement the modifications
referred to in this Extraordinary Resolution.
Background
The Issuer has convened the Meeting for the purpose of enabling
Noteholders to consider and resolve, if they think fit, to pass the
Extraordinary Resolution proposed in relation to the Notes.
On 5 March 2021 (the "LIBOR Announcement Date"), the UK
Financial Conduct Authority (the "FCA") confirmed that all Sterling
LIBOR settings will either cease to be provided by any
administrator or no longer be representative of their underlying
market immediately after 31 December 2021 (the "LIBOR
Announcement"). The FCA has also made a number of previous
announcements regarding the proposed cessation of LIBOR. In
relation to 3-month Sterling LIBOR in particular (as the interest
rate benchmark currently applicable to the Floating Rate Notes),
the LIBOR Announcement provided that immediately after 31 December
2021, such LIBOR setting would no longer be representative of the
underlying market and economic reality and that such
representativeness will not be restored. For additional background
to the LIBOR Announcement, we refer to:
(a) the speech of Andrew Bailey, the Chief Executive of the FCA,
on 27 July 2017 entitled "The Future of LIBOR";
(b) the statement of the FCA entitled "FCA Statement on LIBOR
panels" dated 24 November 2017;
(c) the speech of Andrew Bailey, the Chief Executive of the FCA,
on 12 July 2017 entitled "Interest rate benchmark reform -
transition to a world without LIBOR";
(d) the "Dear CEO Letter" sent by the FCA and the Prudential
Regulation Authority to major banks and insurers and published on
the FCA website, dated 19 September 2018, relating to the need to
transition from LIBOR to alternative benchmarks;
(e) the speech of Andrew Bailey, the Chief Executive of the FCA,
on 15 July 2019 entitled "The Future of LIBOR";
(f) the statement of the FCA entitled "Transition from LIBOR" dated 4 September 2019;
(g) the open letter from The Investment Association to issuers
entitled "INVESTORS CALL ON COMPANIES TO TAKE URGENT ACTION AND
TRANSITION THEIR LIBOR-LINKED BONDS" dated 3 February 2021; and
(h) the statement of the FCA entitled "Further arrangements for
the orderly wind-down of LIBOR at end-2021" dated 29 September
2021.
(a) to (f) and (h) of the above together with the LIBOR
Announcement are is available from the website of the FCA at
www.fca.org.uk and (g) is available at
https://www.theia.org/media/press-releases/investors-call-companies-take-urgent-action-and-transition-their-libor-linked.
In 2017, the Bank of England (the "BoE") and the FCA announced
that they had mandated a working group (the "Working Group") to
implement a broad-based transition to the Sterling Overnight Index
Average ("SONIA") across sterling bond, loan and derivative
markets, so that SONIA is established as the primary sterling
interest rate benchmark by the end of 2021. Therefore, Sterling
LIBOR will not continue on the current basis after 2021, and
regulators have urged market participants to take active steps to
implement the transition to SONIA and other risk-free rates ahead
of this deadline.
On the basis that the final maturity date of the Floating Rate
Notes falls after 2021, the Issuer has convened the Meeting for the
purpose of enabling the Noteholders of the Notes to consider and
resolve, if they think fit, to approve the Proposal by way of an
Extraordinary Resolution in relation to the Floating Rate Notes,
implementing respective changes in the interest basis specified in
the Conditions from LIBOR to SONIA, and corresponding and/or
consequential amendments (if any) to the Swap Transactions and the
Liquidity Facility. The Proposal constitutes a Basic Terms
Modification under the Conditions of the Notes, and therefore the
holders of each Series are invited to approve the Proposal, even
though only the conditions of the Floating Rate Notes will be
amended. If an Extraordinary Resolution in respect of any Series is
not successfully passed or (in the case of any Series of the
Floating Rate Notes) the related Eligibility Condition is not
satisfied, then the Issuer will not implement the Proposal and none
of the Series of the Floating Rate Notes will be amended
(irrespective of whether or not the relevant Extraordinary
Resolution(s) for any of the other Series passes and/or any related
Eligibility Condition(s) is satisfied).
The formula for calculating interest on the Floating Rate Notes
will be as set out in Annex 1 to this Notice. Due to the
differences in the nature of LIBOR and SONIA, the replacement of
LIBOR as the reference rate for the Floating Rate Notes requires a
corresponding credit adjustment spread to the existing Relevant
Margin payable in respect of each Series of the Floating Rate
Notes. The Proposal use the "5-year historical median" methodology
agreed by ISDA for determining this credit adjustment spread and
recommended by the Working Group for use in cash products such as
the Floating Rate Notes. It involves taking the median of the daily
difference between LIBOR and SONIA in the 5 years leading up to the
LIBOR Announcement Date. Using this methodology, the credit
adjustment spread for 3-month Sterling LIBOR is 0.1193 per cent.,
as calculated and published by Bloomberg Index Services Limited on
the LIBOR Announcement Date and as referenced on Bloomberg screen
SBP0003M Index on the date of this Consent Solicitation
Memorandum.
The Trustee has not been involved in the formulation of the
Extraordinary Resolution and the Trustee expresses no opinion on
the merits of any Extraordinary Resolution or on whether
Noteholders would be acting in their best interests in approving
the Extraordinary Resolution, and nothing in this Notice should be
construed as a recommendation to Noteholders from the Trustee to
vote in favour of, or against, any Extraordinary Resolution.
Noteholders should take their own independent financial, accounting
and legal advice on the merits and on the consequences of voting in
favour of, or against, the Extraordinary Resolution, including as
to any tax consequences. The Trustee has not reviewed, nor will it
be reviewing, any documents relating to the Consent Solicitation,
except those to which it will be a party and this Notice. On the
basis of the information set out in this Notice of Meeting (other
than Annex 2 (Margin Adjustment) of this Notice which it has not
reviewed) and the Consent Solicitation Memorandum, the Trustee has
authorised it to be stated that it has no objection to the
Extraordinary Resolution being put to Noteholders for their
consideration.
Before making a decision with respect to the Proposal,
Noteholders should carefully consider, in addition to the other
information contained in this Notice, the risk factors set out in
Annex 1 of this Notice.
Consent Solicitation
The Issuer has invited holders of the Notes (the "Consent
Solicitation") to consent to the approval, by Extraordinary
Resolution at the Meeting, of the modification of the Conditions of
the Floating Rate Notes and related documents as described in the
Extraordinary Resolution as set out above, all as further described
in the Consent Solicitation Memorandum (as defined in the
Extraordinary Resolution set out above).
Noteholders may obtain, from the date of this Notice, a copy of
the Consent Solicitation Memorandum from the Consent Website
subject to eligibility confirmation and registration.
Alternatively, Noteholders may contact the Information and
Tabulation Agent, the contact details for which are set out
below.
Agreements, acknowledgements, representations, warranties and
undertakings
By submitting an Electronic Voting Instruction to the relevant
Clearing System in accordance with the standard procedures of such
Clearing System, the holder of the relevant Notes and any Direct
Participant submitting such Electronic Voting Instruction on such
holder's behalf will be deemed to agree to, acknowledge, represent,
warrant and undertake to the Issuer, the Solicitation Agent, the
Trustee, the Principal Paying Agent, the Agent Bank and the
Information and Tabulation Agent the following: (i) at the time of
submission of Electronic Voting Instruction; (ii) on the Expiration
Deadline; and (iii) at the time of the Meeting and the time of any
adjourned such Meeting (if the holder of such Notes or the Direct
Participant is unable to give these acknowledgements, agreements,
representations, warranties and undertakings, such holder or Direct
Participant should contact the Information and Tabulation Agent
immediately):
(a) Non-reliance: it has reviewed and accepts the terms,
conditions, risk factors and other considerations of the Consent
Solicitation and/or the Proposal (as applicable), all as described
in the Extraordinary Resolution and this Notice, and has undertaken
an appropriate analysis of the implications of the Proposal without
reliance on the Issuer, Canary Wharf Group plc, the Solicitation
Agent, the Trustee, the Principal Paying Agent, the Agent Bank or
the Information and Tabulation Agent;
(b) Identity: by blocking the relevant Notes in the relevant
Clearing System, it will be deemed to consent, in the case of a
Direct Participant, to have such Clearing System provide details
concerning its identity, including account number, to the
Information and Tabulation Agent (and for the Information and
Tabulation Agent to provide such details to the Issuer, Canary
Wharf Group plc and the Solicitation Agent, and their respective
legal advisers);
(c) Appointment of proxy: in the case of Electronic Voting
Instruction submitted in respect of the relevant Notes, it gives
instructions for the appointment, as its proxy, of two or more
representatives of the Information and Tabulation Agent by the
Principal Paying Agent to vote in favour of or against the relevant
Extraordinary Resolution at the relevant Meeting (including any
adjourned such Meeting) (as specified in the relevant Electronic
Voting Instruction) in respect of all of the Notes in its account
blocked in the relevant Clearing System;
(d) Ratification: it agrees to ratify and confirm each and every
act or thing that may be done or effected by the Issuer, any of its
directors or any person nominated by the Issuer in the proper
exercise of his or her powers and/or authority hereunder;
(e) Further acts: it agrees to do all such acts and things as
are necessary and execute any additional documents deemed by the
Issuer to be desirable, in each case to perfect any of the
authorities expressed to be given hereunder;
(f) Compliance with applicable laws: it has observed the laws of
all relevant jurisdictions, obtained all requisite governmental,
exchange control or other required consents, complied with all
requisite formalities, and paid any issue, transfer or other taxes
or requisite payments due from it in each respect in connection
with its participation in the Consent Solicitation or with its
voting on the Extraordinary Resolution in any jurisdiction and it
has not taken or omitted to take any action in breach of the terms
of the Consent Solicitation and/or the Proposal (as applicable) or
which will or may result in the Issuer, Canary Wharf Group plc, the
Solicitation Agent, the Information and Tabulation Agent, the
Trustee, the Principal Paying Agent, the Agent Bank or any other
person acting in breach of the legal or regulatory requirements of
any such jurisdiction in connection with the Consent Solicitation
and/or the Proposal (as applicable);
(g) Successors and assigns: all authority conferred or agreed to
be conferred pursuant to its acknowledgements, agreements,
representations, warranties and undertakings, and all of its
obligations are binding upon its successors, assigns, heirs,
executors, trustees in bankruptcy and legal representatives, and
will not be affected by, and will survive, its death or
incapacity;
(h) Information or recommendation: none of the Issuer, Canary
Wharf Group plc, the Solicitation Agent, the Information and
Tabulation Agent, the Trustee, the Principal Paying Agent, the
Agent Bank has given it any information with respect to the Consent
Solicitation and/or the Proposal (as applicable) save as expressly
set out in the Extraordinary Resolution and this Notice, nor has
any of them made any recommendation to it as to whether it should
participate in the Consent Solicitation or vote on the
Extraordinary Resolution it has made its own decision with regard
to its participating in the Consent Solicitation or its voting on
the Extraordinary Resolution on any legal, tax or financial advice
it has deemed necessary to seek;
(i) Tax consequences: no information has been provided to it by
the Issuer, Canary Wharf Group plc, the Solicitation Agent, the
Information and Tabulation Agent, the Trustee, the Principal Paying
Agent, the Agent Bank, or any of their respective directors,
officers or employees, with regard to the tax consequences for
holders of Notes arising from the participation in the Consent
Solicitation or the voting on the Extraordinary Resolution or the
implementation of the Proposal and it acknowledges that it is
solely liable for any taxes and similar or related payments imposed
on it under the laws of any applicable jurisdiction as a result of
its participation in the Consent Solicitation or its voting on the
Extraordinary Resolution or the implementation of the Proposal and
agrees that it will not and does not have any right of recourse
(whether by way of reimbursement, indemnity or otherwise) against
the Issuer, Canary Wharf Group plc, the Solicitation Agent, the
Information and Tabulation Agent, the Trustee, the Principal Paying
Agent, the Agent Bank or any of their respective directors,
officers or employees, or any other person in respect of such taxes
and payments;
(j) No unlawful invitation: it is not a person to whom it is
unlawful to make an invitation pursuant to the Consent Solicitation
and/or the Proposal (as applicable), or for it to participate in
the Consent Solicitation or for it to on the Extraordinary
Resolution, under applicable securities laws, it has not
distributed any other documents or materials relating to the
Consent Solicitation and/or the Proposal (as applicable) to any
such person(s) and it has (before submitting, or arranging for the
submission on its behalf, as the case may be, of an Electronic
Voting Instruction in respect of its Notes) complied with all laws
and regulations applicable to it for the purposes of its
participation in the Consent Solicitation or with its vote on the
Extraordinary Resolution;
(k) Sanctions: it is not a Sanctions Restricted Person;
(l) Power and authority: it has full power and authority to vote
in the Meeting (or any adjourned such Meeting);
(m) Blocking of Notes: it holds and will hold, until the earlier
of: (i) the date on which its Electronic Voting Instruction is
validly revoked, in the limited circumstances in which such
revocation is permitted (including the automatic revocation of such
Electronic Voting Instruction on the termination of the Consent
Solicitation), in accordance with the terms of the Consent
Solicitation and/or the Proposal (as applicable); and (ii) the
conclusion of the relevant Meeting (or, if applicable, the
adjourned Meeting), the relevant Notes blocked in the relevant
Clearing System and, in accordance with the requirements of, and by
the deadline required by, the relevant Clearing System, it has
submitted, or has caused to be submitted, an Electronic Voting
Instruction to the relevant Clearing System to authorise the
blocking of such Notes with effect on and from the date of such
submission so that no transfers of such Notes may be effected until
the occurrence of any of the events listed in (i) or (ii)
above;
(n) Notes Outstanding: none of the Notes that are the subject of
the Electronic Voting Instruction are held beneficially by or for
the account or benefit of the Issuer, any subsidiary of the Issuer,
any Holding Company of the Issuer or any subsidiary of any such
Holding Company;
(o) Withdrawal or termination: in the event of a withdrawal or
termination of the Consent Solicitation and/or the Proposal (as
applicable), the Electronic Voting Instructions with respect to the
relevant Notes will be deemed to be withdrawn, and the relevant
Notes will be unblocked in the Direct Participant's Clearing System
account;
(p) Accuracy of information: the information given by or on
behalf of such Noteholder in the Electronic Voting Instruction is
in all respects true, accurate and not misleading and will in all
respects be true, accurate and not misleading at the time of the
implementation of the Extraordinary Resolution; and
(q) Indemnity: the Issuer, Canary Wharf Group plc, the
Solicitation Agent, the Principal Paying Agent, the Agent Bank and
the Information and Tabulation Agent will rely on the truth and
accuracy of the foregoing acknowledgements, agreements,
representations, warranties and undertakings and such holder will
indemnify the Issuer, Canary Wharf Group plc, the Solicitation
Agent, the Principal Paying Agent, the Agent Bank and the
Information and Tabulation Agent against all and any losses, costs,
claims, liabilities, expenses, charges, actions or demands which
any of them may incur or which may be made against any of them as a
result of any breach of any of the terms of, or any of the
agreements, representations, warranties and/or undertakings given
in connection with the Consent Solicitation and/or the Proposal (as
applicable).
The representation set out in paragraph (k) above may not be
sought or given at any time after such representation is first made
if and to the extent that it is or would be unenforceable at the
relevant time (which for the avoidance of doubt, does not include
the time of submission of the relevant Electronic Voting
Instruction) by reason of breach of: (i) any provision of Council
Regulation (EC) No 2271/1996 of 22 November 1996 (as amended) (or
any law or regulation implementing such Regulation in any member
state of the European Union); or (ii) Council Regulation (EC) No
2271/1996 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018.
General
Noteholders may obtain, from the date of this Notice, a copy of
the Consent Solicitation Memorandum from the Consent Website or by
contacting the Information and Tabulation Agent, the contact
details for which are set out below. A Noteholder will be required
to produce evidence satisfactory to the Tabulation Agent that he or
she is a person to whom it is lawful to send the Consent
Solicitation Memorandum and to make an invitation to participate in
the Consent Solicitation under applicable laws before being sent a
copy of the Consent Solicitation Memorandum.
Copies of: (i) the Trust Deed; (ii) this Notice of Meeting; and
(iii) the current drafts of the Supplemental Trust Deed and the
Amendment Agreements as referred to in the Extraordinary
Resolution, are also available: (a) from the Consent Website or for
collection by Noteholders on and from the date of this Notice of
Meeting up to and including the date of the Meeting from the
Information and Tabulation Agent, the contact details for which are
set out below, during normal business hours on any weekday
(Saturdays, Sundays and public holidays excepted) up to and
including the date of the Meeting; and (b) at the Meeting. Any
revised versions of the drafts of the Supplemental Trust Deed and
the Amendment Agreements made available as described above and
marked to indicate changes to the draft made available on the date
of this Notice of Meeting will supersede the previous drafts of the
Supplemental Trust Deed and the Amendment Agreements, and
Noteholders will be deemed to have notice of any such changes.
The attention of Noteholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of the Extraordinary Resolution at the Meeting or any
meeting held following any adjournment of the Meeting, which are
set out in the second paragraph of "Voting and Quorum" below.
Having regard to such requirements, Noteholders are strongly urged
either to attend the Meeting (via teleconference) or to take steps
to be represented at the Meeting (including by way of submitting
Electronic Voting Instructions in favour of the Proposal (all such
terms as defined in the Consent Solicitation Memorandum)) as soon
as possible.
In light of the ongoing developments in relation to coronavirus
(COVID-19), it may be impossible or inadvisable to hold the Meeting
at a physical location. Therefore, in accordance with the
provisions of the Trust Deed, the Issuer has requested that the
Trustee prescribe appropriate regulations regarding the holding of
the Meeting via teleconference, as further described below. Any
Noteholders who have a Voting Certificate and indicate to the
Information and Tabulation Agent (the contact details for which are
set out below) that they wish to attend the Meeting (via
teleconference) will be provided with further details about
attending the Meeting. Noteholders who do not indicate to the
Information and Tabulation Agent prior to the Meeting that they
wish to attend the Meeting will not be provided with details about
attending the meeting and will not be able to attend the Meeting
whether or not they hold a Voting Certificate.
Noteholders who have submitted Electronic Voting Instructions
(and thereby requested that their votes are included in the block
voting instruction appointing two or more representatives of the
Information and Tabulation Agent as its proxy to attend the Meeting
(and any adjourned Meeting) and to vote in the manner specified or
identified in such Electronic Voting Instruction) will be
unaffected by these alternative regulations and will not be
requested to take any further action. The Issuer will take
appropriate steps to ensure that only those who would otherwise be
entitled to attend and vote at a physical meeting will be entitled
to attend the teleconference.
Requirements of U.S. Securities Law
If the Proposal is passed and implemented, the Supplemental
Trust Deed will contain a statement that the Floating Rate Notes
will be "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act and Holders who are: (i) QIBs
and U.S. persons (as defined in Regulation S under the Securities
Act) should note that the Floating Rate Notes may only be offered,
sold, pledged or otherwise transferred: (A): (1) to the Issuer; (2)
so long as the relevant Note is eligible for resale pursuant to
Rule 144A under the Securities Act, to a person whom the seller
reasonably believes is a QIB that purchases the securities for its
own account or for the account of one or more QIBs and to whom the
seller delivers a notice of the transfer restrictions described in
this paragraph; (3) to a person who is not a U.S. person in an
offshore transaction meeting the requirements of Regulation S under
the Securities Act; (4) pursuant to an exemption from registration
under the Securities Act provided by Rule 144 under the Securities
Act (if available); (5) pursuant to another available exemption
from the registration requirements under the Securities Act; or (6)
pursuant to an effective registration statement under the
Securities Act; and (B) in accordance with all applicable
securities laws of the United States; or (ii) not U.S. persons or
acting for the account or benefit of U.S. persons (in each case as
defined in Regulation S under the Securities Act) should note that,
until the expiry of the period of 40 days after the later of: (A)
the date on which the relevant Extraordinary Resolution is passed;
and (B) the date the relevant proposed amendments to the terms of
the Floating Rate Notes become effective, sales may not be made in
the United States or to U.S. persons unless made: (I) outside the
United States pursuant to Rule 903 and 904 of Regulation S; or (II)
to QIBs and in transactions pursuant to Rule 144A under the
Securities Act.
Voting and Quorum
Noteholders who have submitted and not revoked (in the limited
circumstances in which revocation is permitted) a valid Electronic
Voting Instruction in respect of the Extraordinary Resolution, by
which they will have given instructions for the appointment of two
or more representatives of the Information and Tabulation Agent by
Principal Paying Agent as their proxy to attend and vote (as
specified in the relevant Electronic Vote Instruction) in respect
of the Extraordinary Resolution at the Meeting and any meeting held
following any adjournment of the Meeting, need take no further
action to be represented at the Meeting or any such adjourned
meeting. Further details on how to submit an Electronic Voting
Instruction are set out below.
Noteholders who have not submitted or have submitted and
subsequently revoked (in the limited circumstances in which such
revocation is permitted) an Electronic Voting Instruction in
respect of the Extraordinary Resolution should take note of the
relevant provisions set out below detailing how such Noteholders
can attend or take steps to be represented at the Meeting
(references to which, for the purpose of such provisions, include,
unless the context otherwise requires, any meeting held following
any adjournment of the Meeting).
1. Subject as set out below, the provisions governing the
convening and holding of a meeting of the Noteholders are set out
in Schedule 5 to the Trust Deed, a copy of which is available for
inspection by the Noteholders as referred to above.
Each person (a beneficial owner) who is the owner of a
particular aggregate Principal Amount Outstanding of the Notes
through Euroclear, Clearstream, Luxembourg or a person who is shown
in the records of Euroclear or Clearstream, Luxembourg as a holder
of the Notes (a "Direct Participant"), should note that a
beneficial owner will only be entitled to attend and vote at the
Meeting in accordance with the procedures set out below and where a
beneficial owner is not a Direct Participant it will need to make
the necessary arrangements, either directly or with the
intermediary through which it holds its Notes, for the Direct
Participant to complete these procedures on its behalf.
A Noteholder who wishes to attend and vote at the Meeting and
any adjourned such Meeting in person must have obtained a valid
Voting Certificate issued by the Principal Paying Agent.
A Noteholder may obtain a Voting Certificate in respect of its
Notes permitting such Noteholder to attend the Meeting (via
teleconference) by arranging for its Notes to be blocked in an
account with Euroclear or Clearstream, Luxembourg (unless the Note
is the subject of a block voting instruction which has been issued
and is outstanding in respect of the Meeting or any adjourned such
Meeting) not less than 48 hours before the time fixed for the
Meeting (or, if applicable, any adjourned such Meeting) and within
the relevant time limit specified by Euroclear or Clearstream,
Luxembourg, as the case may be, upon terms that the Notes will not
cease to be so blocked until the first to occur of the conclusion
of the Meeting or any adjourned such Meeting and the surrender of
the Voting Certificate to the Information and Tabulation Agent and
notification by the Information and Tabulation Agent to Euroclear
or Clearstream, Luxembourg, as the case may be, of such surrender
or the compliance in such other manner with the rules of Euroclear
or Clearstream, Luxembourg, as the case may be.
The Issuer notes that in accordance with advice issued by the
U.K. government following the COVID- 19 outbreak, non-essential
meetings continue to be discouraged under the guidance and that
there continue to be restrictions on the number of people that can
meet indoors. The Issuer is therefore convening the Meeting by way
of teleconference as opposed to holding a physical meeting. Details
of the teleconference will be provided to Noteholders requesting
Voting Certificates.
A Noteholder not wishing to attend and vote at the Meeting may
either deliver the Voting Certificate to the person whom it wishes
to attend on its behalf or give a voting instruction (in the form
of an electronic voting instruction (an "Electronic Voting
Instruction") in accordance with the standard procedures of
Euroclear and/or Clearstream, Luxembourg) to, and require the
Principal Paying Agent to, include the votes attributable to its
Notes in a block voting instruction issued by the Principal Paying
Agent for the Meeting or any adjourned such Meeting, in which case
the Principal Paying Agent will appoint a proxy to attend and vote
at such Meeting in accordance with such Noteholder's
instructions.
If a Noteholder wishes the votes attributable to its Notes to be
included in a block voting instruction for the Meeting or any
adjourned such Meeting, then: (i) the Noteholder must arrange for
its Notes to be blocked in an account with Euroclear or
Clearstream, Luxembourg for that purpose; and (ii) the Noteholder
or a duly authorised person on its behalf must direct the Principal
Paying Agent as to how those votes are to be cast by way of an
Electronic Voting Instruction, not less than 48 hours before the
time fixed for the Meeting (or, if applicable, any adjourned such
Meeting) and within the time limit specified by Euroclear or
Clearstream, Luxembourg, as the case may be, upon terms that the
Notes will not cease to be so blocked until the first to occur of:
(i) the conclusion of the Meeting or any adjourned such Meeting;
and (ii) not less than 24 hours before the time for which the
Meeting is convened, the notification in writing of any revocation
of a Noteholder's previous instructions to the Principal Paying
Agent and the same then being notified in writing by the Principal
Paying Agent to the Issuer and the Trustee and such Notes ceasing
in accordance with the procedures of Euroclear or Clearstream,
Luxembourg, as the case may be, and with the agreement of the
Principal Paying Agent to be held to its order or under its
control.
For the above purposes, instructions given by Direct
Participants to the Information and Tabulation Agent through
Euroclear or Clearstream, Luxembourg will be deemed to be
instructions given to the Principal Paying Agent.
2. As the proposed amendment is a Basic Terms Modification (as
defined in the Trust Deed), the quorum required for the
Extraordinary Resolution to be considered at the Meeting is two or
more persons present (including by teleconference) and holding or
representing in the aggregate not less than three-quarters of the
aggregate Principal Amount Outstanding of the Notes for the time
being outstanding.
In the event such quorum is not present (including by
teleconference) within 15 minutes from the time initially fixed for
a Meeting, such Meeting will be adjourned until such date, not less
than 14 nor more than 42 days later, to be held via teleconference.
At any such adjourned Meeting two or more persons present
(including by teleconference) and holding or representing in the
aggregate not less than one-third of the aggregate Principal Amount
Outstanding of the Notes for the time being outstanding will form a
quorum.
Voting Certificates obtained and Electronic Voting Instructions
given in respect of any Meeting (unless revoked in accordance with
the terms of the Trust Deed and, in the case of Electronic Voting
Instructions, in accordance with the procedures of the Euroclear or
Clearstream, Luxembourg, as the case may be) will remain valid for
any such adjourned Meeting.
Noteholders should note these quorum requirements and should be
aware that, if the Noteholders either present (including by
teleconference) or appropriately represented at the Meeting are
insufficient to form a quorum for the Extraordinary Resolution, the
Extraordinary Resolution cannot be formally considered at such
Meeting. Noteholders are therefore encouraged either to attend the
Meeting (via teleconference) or to arrange to be represented at the
Meeting as soon as possible.
3. Every question submitted to a Meeting will be decided in the
first instance by a show of hands and in case of equality of votes
the chairman of the Meeting will ,both on a show of hands and on a
poll, have a casting vote in addition to the vote or votes (if any)
to which he may be entitled as a holder of a Voting Certificate or
as a proxy or as a representative.
Unless a poll is (before, or on the declaration of the result
of, the show of hands) demanded by the chairman of the Meeting, the
Issuer, the Trustee or by two or more persons present holding or
representing not less than the 150(th) part of the aggregate
Principal Amount Outstanding of the Notes then outstanding, a
declaration by the chairman of the Meeting that a resolution has
been carried or carried by a particular majority or lost or not
carried by a particular majority will be conclusive evidence of the
fact without proof of the number or proportion of the votes
recorded in favour or against such resolution.
On a show of hands every person who is present and is a holder
of Notes or is a proxy or representative will have one vote. On a
poll every such person will have one vote in respect of each
GBP5,000 (or such lesser amount as is equal to the original
principal amount of a Note) in original principal amount of the
Notes of the relevant Series in respect of which he or she is a
holder, proxy or representative.
4. To be passed at the Meeting, the Extraordinary Resolution
requires a majority of not less than three-fourths of the votes
cast in respect of the Extraordinary Resolution. If passed, the
Extraordinary Resolution will be binding on all Noteholders,
whether or not present at the Meeting at which it is passed and
whether or not voting.
This Notice is given by Canary Wharf Finance II plc.
Noteholders should contact the following for further
information:
The Solicitation Agent
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
Telephone: +44 20 3134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com
The Information and Tabulation Agent
Morrow Sodali Limited
Email: cwg@investor.morrowsodali.com
Consent Website: https://bonds.morrowsodali.com/cwg
In London:
103 Wigmore Street
W1U 1QS
London
Telephone: +44 20 4513 6933
In Hong Kong:
Unit 23-016, LKF Tower
33 Wyndham Street, Central
Hong Kong
Telephone: +852 2319 4130
Dated: 27 October 2021
ANNEX 1 TO THE NOTICE OF MEETING - COMPOUNDED DAILY SONIA
"Compounded Daily SONIA", means the rate of return of a daily
compound interest investment (with the daily Sterling overnight
reference rate as reference rate for the calculation of interest)
with respect to an Interest Period, and will be calculated by the
Agent Bank on the relevant Interest Determination Date in
accordance with the following formula, and the resulting percentage
will be rounded, if necessary, to the fourth decimal place, with
0.00005% being rounded upwards:
where:
"d" means, for any Interest Period, the number of calendar days
in such Interest Period;
"d o " means, for any Interest Period, the number of London
Banking Days in such Interest Period;
"i" means, for any Interest Period, a series of whole numbers
from one to do, each representing the relevant London Banking Day
in chronological order from, and including, the first London
Banking Day in such Interest Period to, and including, the last
London Banking Day in such Interest Period;
"Interest Determination Date" means, in respect of any Interest
Period, the date falling five London Banking Days prior to the
Interest Payment Date for such Interest Period (or the date falling
five London Banking Days prior to such earlier date, if any, on
which the Floating Rate Notes are due and payable);
"London Banking Day" or "LBD" means any day (other than a
Saturday or a Sunday) on which commercial banks are open for
general business (including dealing in foreign exchange and foreign
currency deposits) in London;
"n(i) " for any London Banking Day "(i) ", in the relevant
Interest Period, the number of calendar days from, and including,
such London Banking Day "(i) " up to, but excluding, the following
London Banking Day;
"p" means five London Banking Days;
"Relevant Period" means, in respect of an Interest Period, the
period from, and including, the date falling five London Banking
Days prior to the first day of such Interest Period and ending on,
but excluding, the date which is "p" London Banking Days (being
five London Banking Days) prior to the Interest Payment Date for
such Interest Period (or the date falling "p" London Banking Days
(being five London Banking Days) prior to such earlier date, if
any, on which the Floating Rate Notes become due and payable);
"SONIA Reference Rate" means, in respect of any London Banking
Day, a reference rate equal to the daily Sterling Overnight Index
Average ("SONIA") rate expressed as a percentage for such London
Banking Day as provided by the administrator of SONIA to authorised
distributors and as then published on the Reuters Screen SONIA Page
(or if that page is unavailable, as otherwise is published by such
authorised distributors) (the "Screen Page") on the London Banking
Day immediately following such London Banking Day; and
"SONIA i-pLBD " means, in respect of any London Banking Day "i"
falling in the relevant Interest Period, the SONIA Reference Rate
for the London Banking Day falling "p" London Banking Days (being
five London Banking Days) prior to the relevant London Banking Day
"i".
If, in respect of any London Banking Day in the applicable
Relevant Period, the Agent Bank determines that the SONIA Reference
Rate is not available on the Reuters Screen SONIA Page or has not
otherwise been published by the relevant authorised distributors,
such SONIA Reference Rate will be: (i) the Bank of England's Bank
Rate (the "Bank Rate") prevailing at 5.00 p.m. (London time) (or,
if earlier, close of business) on the relevant London Banking Day;
plus (ii) the mean of the spread of the SONIA Reference Rate to the
Bank Rate over the previous five London Banking Days on which a
SONIA Reference Rate has been published, excluding the highest
spread (or, if there is more than one highest spread, one only of
those highest spreads) and lowest spread (or, if there is more than
one lowest spread, one only of those lowest spreads).
Notwithstanding the paragraph above, in the event the Bank of
England publishes guidance as to: (i) how the SONIA Reference Rate
is to be determined; or (ii) any rate that is to replace the SONIA
Reference Rate, the Agent Bank will, subject to receiving written
instructions from the Issuer to the extent that it is reasonably
practicable, follow such guidance in order to determine SONIA for
the purpose of the relevant calculation for so long as the SONIA
Reference Rate is not available or has not been published by the
authorised distributors.
If the Floating Rate of Interest cannot be determined in
accordance with the foregoing provisions in relation to any
Interest Period, the Floating Rate of Interest applicable to the
Floating Rate Notes during such Interest Period will be that
determined as at the last preceding Interest Determination
Date.
If the Floating Rate Notes become due and payable in accordance
with Conditions 9 (Events of Default) or 10 (Enforcement of Notes),
the final Interest Determination Date will, notwithstanding the
definition specified above, be deemed to be the date on which such
Floating Rate Notes became due and payable and the Floating Rate of
Interest on such Floating Rate Notes will, for so long as any such
Floating Rate Note remains outstanding, be the rate determined on
such date.
RISK FACTORS AND OTHER CONSIDERATIONS
Before making a decision with respect to the Extraordinary
Resolution, Noteholders should carefully consider, in addition to
the other information contained in this Notice of Meeting, the
following:
The market continues to develop in relation to SONIA as a
reference rate for floating rate notes.
Compounded Daily SONIA differs from LIBOR in a number of
material respects, including (without limitation) that Compounded
Daily SONIA is a backwards-looking, compounded, risk-free overnight
rate, whereas LIBOR is expressed on the basis of a forward-looking
term and includes a risk-element based on inter-bank lending. As
such, investors should be aware that LIBOR and SONIA may behave
materially differently as interest reference rates for the
Notes.
Publication of SONIA (in its current form) began in April 2018
and the rate therefore has a limited history. The future
performance of SONIA may therefore be difficult to predict based on
limited historical performance. The level of SONIA during the term
of the Notes may bear little or no relation to the historical level
of SONIA. Prior observed patterns, if any, in the behaviour of
market variables and their relation to SONIA such as correlations,
may change in the future.
Investors should be aware that the market continues to develop
in relation to SONIA as reference rate in the capital markets and
its adoption as an alternative to Sterling LIBOR. The market or a
significant part thereof may adopt an application of SONIA that
differs significantly from that proposed under the Extraordinary
Resolution. Equally it may be difficult for the Issuer, if
required, to find any future replacement interest rate swap
provider or for the Issuer, if required, to find any future
replacement issuer swap provider to appropriately hedge either the
exposure to variance in interest rate in the mortgage portfolio or
interest rate exposure on any floating rate notes (as applicable)
determined by reference to compounded daily SONIA should a relevant
swap provider need to be replaced and where available swap
providers at such time are not prepared to hedge products
determined by reference to a compounded daily SONIA. Interest on
Notes which reference a SONIA rate is only capable of being
determined at the end of the relevant reference period and
immediately prior to the relevant interest payment date. It may be
difficult for investors in Notes which reference a SONIA rate to
reliably estimate the amount of interest which will be payable on
such Notes.
In addition, it should be noted that broadly divergent interest
rate calculation methodologies may develop and apply as between the
mortgage loans, the Notes and/or the swap agreements due to
different market conventions, variations in applicable fall-back
provisions or other matters and the effects of this are uncertain
but could include a reduction in the amounts available to the
Issuer to meet its payment obligations in respect of the notes.
Further, changes to SONIA may adversely affect the operation of the
swap agreements.
The administrator of SONIA may make changes that could change
the value of SONIA or discontinue SONIA.
The Issuer has no control over the determination, calculation or
publication of SONIA. There can be no guarantee that such rates
will not be discontinued, suspended or fundamentally altered in a
manner that is materially adverse to the interests of investors in
Notes which reference a SONIA rate. In particular, the BoE, as
administrator of SONIA may make methodological or other changes
that could change the value of SONIA, including changes related to
the method by which SONIA is calculated, eligibility criteria
applicable to the transactions used to calculate SONIA, or timing
related to the publication of SONIA. In addition, the administrator
may alter, discontinue or suspend calculation or dissemination of
SONIA (in which case a fallback method of determining the interest
rate on the Notes will apply). The administrator has no obligation
to consider the interests of investors in the Notes when
calculating, adjusting, converting, revising or discontinuing
SONIA.
ANNEX 2 TO THE NOTICE OF MEETING - MARGIN ADJUSTMENT
Rationale for the Noteholder Proposal
The formula for calculating interest on the Notes will be as set
out in Annex 1 to the Notice of Meeting. Due to the differences in
the nature of LIBOR and SONIA, the replacement of LIBOR as the
reference rate for the Floating Rate Notes requires a corresponding
credit adjustment spread to the existing Relevant Margin payable in
respect of the Floating Rate Notes. The Proposal use the "5-year
historical median" methodology agreed by the International Swaps
and Derivatives Association ("ISDA") for determining this credit
adjustment spread and recommended by the Working Group for use in
cash products such as the Floating Rate Notes. It involves taking
the median of the daily difference between LIBOR and SONIA in the 5
years leading up to the LIBOR Announcement Date. Using this
methodology, the credit adjustment spread for 3-month Sterling
LIBOR is 0.1193 per cent., as calculated and published by Bloomberg
Index Services Limited on the LIBOR Announcement Date and as
referenced on Bloomberg screen "SBP0003M Index" on the date of this
Consent Solicitation Memorandum.
If the Proposal is implemented, the rate of interest in respect
of the Floating Rate Notes for each Interest Period commencing on
or after the Effective Date (being the interest payment date for
the Floating Rate Notes falling in January 2022) will be determined
by reference to Daily Compounded SONIA. For the avoidance of doubt,
irrespective of whether or not the Proposal is implemented, the
interest amounts paid in respect of the Floating Rate Notes on or
before the Effective Date will continue to be Sterling LIBOR.
The Margin Adjustment
In respect of the Floating Rate Notes, the Floating Rate of
Interest that will be effective from the relevant Effective Date
will be equal to Compounded Daily SONIA plus the New Margin.
New Margin means:
A. the Class A7 Current Margin[1] / Class B3 Current Margin[2] /
Class C2 Current Margin[3] / Class D2 Current Margin[4]; plus
B. the Relevant Credit Adjustment Spread,
where:
A. Class A7 Current Margin means 0.19 per cent. /
Class B3 Current Margin means 0.28 per cent. /
Class C2 Current Margin means 0.55 per cent. /
Class D2 Current Margin means 0.84 per cent.
B. Relevant Credit Adjustment Spread means 0.1193 per cent.
The detailed provisions relating to the calculation of
Compounded Daily SONIA are set out in the Supplemental Trust
Deed.
[1] Applicable to the Class A7 Notes.
[2] Applicable to the Class B3 Notes.
[3] Applicable to the Class C2 Notes.
[4] Applicable to the Class D2 Notes.
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END
MSCPPGQWUUPGGCM
(END) Dow Jones Newswires
October 27, 2021 10:39 ET (14:39 GMT)
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