TIDM32LU
RNS Number : 0785I
Nordic Investment Bank
02 August 2023
NOTICE TO THE HOLDERS OF:
USD 75,000,000 STEEPENER NOTES DUE 2038
( XS1862512537 )
(the "Notes")
Issued by
Nordic Investment Bank (the "Issuer")
under the
Programme for the Issuance of Debt Instruments
Notice is hereby given by the Issuer to the holders of the Notes
that, pursuant to the terms and conditions of the Notes, the
pricing supplement dated 8 August 2018 in respect of the Notes was
amended and restated as set forth in the Schedule hereto on 1
August 2023.
All terms and expressions used but not defined in this notice
shall have the meanings attributed to them in the terms and
conditions of the Notes.
This notice is dated 2 August 2023.
For further information please contact:
Jens Hellerup
Senior Director, Head of Funding and Investor Relations,
+358 961 811 401
jens.hellerup@nib.int
Angela Brusas
Director, Funding and Investor Relations
+358 961 811 403
angela.brusas@nib.int
Alexander Ruf
Director, Funding and Investor Relations
+358 961 811 402
alexander.ruf@nib.int
SCHEDULE
PRICING SUPPLEMENT dated 8 August 2018 (as amended and restated
on 1 August 2023)
No. 1058
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND
ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET - Solely for the
purposes of the manufacturer's (the "Manufacturer") product
approval process, the target market assessment in respect of the
Notes (as defined below) has led to the conclusion that: (i) the
target market for the Notes is eligible counterparties and
professional clients only, each defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the
Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into
consideration the Manufacturer's target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either
adopting or refining the Manufacturer's target market assessment)
and determining appropriate distribution channels.
NORDIC INVESTMENT BANK
Programme for the Issuance of Debt Instruments
Issue of a Series of
USD 75,000,000 Steepener Notes due 2038
(the "Notes")
Terms used herein shall be deemed to be defined as such for the
purposes of the Terms and Conditions set forth in the Information
Memorandum dated 21 June 2018 (the "Information Memorandum"). This
document constitutes the Pricing Supplement as referred to in the
Information Memorandum in relation to the Series of Notes referred
to above and such Series of Notes are Instruments as defined in and
for the purposes of the Dealership Agreement, the Fiscal Agency
Agreement and the Deed of Covenant.
The particulars to be specified in relation to such Series of
Notes are as follows:
Issuer: Nordic Investment Bank
Legal Entity Identifier: 213800HYL1S7VAXG6Z48
Currency: US Dollars ("USD")
Series Number: 1058
Aggregate Principal Amount of this Tranche: USD 75,000,000
If interchangeable with existing Series, Series No.: Not Applicable
Issue Date: 10 August 2018
Interest Commencement Date: 10 August 2018
Issue Price: 100.00 per cent. of the aggregate principal amount of
this Series
Relevant Dealer and sole Manufacturer: Morgan Stanley & Co. International plc
Form of Instruments: The Notes will be in Bearer form and will initially be
represented by a Temporary Global Note
without Coupons attached and which will be deposited
with a common depositary for Euroclear
and Clearstream, Luxembourg, on or before the Issue
Date. Interests in the Temporary Global
Note will be exchangeable for interests in a Permanent
Global Note without Coupons on or after
the Exchange Date upon certification as to non-U.S.
beneficial ownership as required in such
Temporary Global Note. The Exchange Date is expected to
be not earlier than the date which
is forty days after the Issue Date.
New Global Instruments Form: Applicable
Denominations: USD 1,000,000 (the "Specified Denomination")
Interest: Interest bearing.
A. Fixed Rate Interest Period
Condition 4A (Interest - Fixed Rate) will apply to the
Interest Payment Dates on 10 August
2019 (the "First Interest Payment Date") and 10 August
2020 (the "Second Interest Payment
Date") only.
The Rate of Interest is 2.25 per cent. per annum payable
annually in arrear, on the First
Interest Payment Date and Second Interest Payment Date
only, calculated on an Actual/Actual
(ICMA) Day Count Fraction basis (as defined in Condition
4G).
The Interest Amount (as defined in the Terms and
Conditions of the Information Memorandum)
payable on each of the First Interest Payment Date and
Second Interest Payment Date is USD
22,500 per Specified Denomination.
B. Floating Rate Interest Period 1
Condition 4D (Interest - Other Rates) will apply to the
Interest Payment Dates on 10 August
2021, 10 August 2022 and 10 August 2023 only (such
period, the "Floating Rate Interest Period
1").
The amount of interest payable per Specified
Denomination on each Interest Payment Date in
the Floating Rate Interest Period 1 shall be calculated
by applying the relevant Rate of Interest
for such Interest Period to the principal amount of each
Note and multiplying the product
by the relevant Day Count Fraction and rounding the
resulting figure to the nearest cent.
The Rate Determination Agent shall determine the Rate of
Interest in accordance with the following:
7.52*(USDCMS10Y - USDCMS2Y)
Subject to a minimum Rate of Interest of 0.00 per cent.
per annum, and subject to a maximum
Rate of Interest of 20.00 per cent. per annum.
Provided however that, the Rate of Interest applicable
in respect of each annual Interest
Period during the Floating Rate Interest Period 1, may
be restructured to a fixed rate of
interest in accordance with the Restructuring Option set
out below (for further information
see "Change of Interest or Redemption / Payment Basis"
below).
For the avoidance of doubt, unless the Restructuring
Option has been exercised in respect
of an Interest Period and the applicable Rate of
Interest, the Rate of Interest specified
above shall apply in respect of Floating Rate Interest
Period 1.
Where:
"USDCMS10Y" means, in respect of an Interest Period
during the Floating Rate Interest Period
1, the rate for U.S. Dollar swaps with a maturity of 10
years, as determined by the Rate Determination
Agent by reference to USD-ISDA-Swap Rate with a
designated maturity of 10 years, that appears
on Bloomberg page USISDA10 Index (or any successor
thereto) as at approximately 11:00 a.m.
(New York City time) for the day that is two U.S.
Government Securities Business Days prior
to the first day of such Interest Period. If such rate
does not appear on the Bloomberg Page,
the Rate Determination Agent will determine the rate in
good faith and in a commercially reasonable
manner;
"USDCMS2Y" means, in respect of an Interest Period
during the Floating Rate Interest Period
1, the rate for U.S. Dollar swaps with a maturity of two
years, as determined by the Rate
Determination Agent by reference to USD-ISDA-Swap Rate
with a designated maturity of 2 years,
that appears on Bloomberg page USISDA02 Index or any
successor thereto as of approximately
11:00 a.m. (New York City time), for the day that is two
U.S. Government Securities Business
Days prior to the first day of such Interest Period. If
such rate does not appear on the Bloomberg
Page, the Rate Determination Agent will determine the
rate in good faith and in a commercially
reasonable manner; and
"U.S. Government Securities Business Days" means a day
other than a Saturday, a Sunday or
a day on which the Securities Industry and Financial
Markets Association recommends that the
fixed income departments of its members be closed for
the entire day for purposes of trading
U.S. government securities.
C. Floating Rate Interest Period 2
Condition 4D (Interest - Other Rates) will apply to each
subsequent Interest Payment Date
falling after the end of the Floating Rate Interest
Period 1, to and including the Maturity
Date (the "Floating Rate Interest Period 2").
The amount of interest payable per Specified
Denomination on each Interest Payment Date in
the Floating Rate Interest Period 2 shall be calculated
by applying the relevant Rate of Interest
for such Interest Period to the principal amount of each
Note and multiplying the product
by the relevant Day Count Fraction and rounding the
resulting figure to the nearest cent.
The Rate Determination Agent shall determine the Rate of
Interest in accordance with the following:
7.52*(SOFRCMS10Y - SOFRCMS2Y)
Subject to a minimum Rate of Interest of 0.00 per cent.
per annum, and subject to a maximum
Rate of Interest of 20.00 per cent. per annum.
Provided however that , the Rate of Interest applicable
in respect of each annual Interest
Period during the Floating Rate Interest Period 2, may
be restructured to a fixed rate of
interest in accordance with the Restructuring Option set
out below (for further information
see "Change of Interest or Redemption / Payment Basis"
below).
For the avoidance of doubt, unless the Restructuring
Option has been exercised in respect
of an Interest Period and the applicable Rate of
Interest, the Rate of Interest specified
above shall apply in respect of Floating Rate Interest
Period 2.
Where:
"SOFRCMS10Y" means, in respect to any Interest Period
during the Floating Interest Rate Period
2, the 10-Year U.S. Dollar SOFR ICE Swap Rate (expressed
as a percentage) which means the
swap rate for a fixed-for-floating U.S. Dollar swap
transaction for a 10-year maturity where
the floating leg references the Secured Overnight
Financing Rate administered by the Federal
Reserve Bank of New York (or any successor
administrator) (SOFR), provided by ICE Benchmark
Administration Limited as the administrator of the
benchmark (or a successor administrator)
as of approximately 11:00 a.m., New York City time (or
any amended publication time specified
by the administrator of SOFRCMS10Y in the benchmark
methodology), and as reported on Bloomberg
page "USISSO10 Index" or any successor thereto on the
Interest Determination Date, all as
determined by the Rate Determination Agent.
If that rate is subsequently corrected and provided by
the administrator of SOFRCMS10Y to,
and published by, authorised distributors of SOFRCMS10Y
within the longer of one hour of the
time when such rate is first published by authorised
distributors of SOFRCMS10Y and the republication
cut-off time for SOFRCMS10Y, if any, as specified by the
SOFRCMS10Y benchmark administrator
in the SOFRCMS10Y benchmark methodology, then that rate
will be subject to those corrections.
If the USD SOFR ICE Swap Rate (as defined in the
Appendix hereto) with a maturity of 10 years
is not published by the administrator of the USD SOFR
ICE Swap Rate (or an authorised distributor)
and is not otherwise provided by the administrator of
the USD SOFR ICE Swap Rate by any date
on which the USD SOFR ICE Swap Rate is required, then,
in respect of any day for which that
rate is required, the rate will be determined by the
Rate Determination Agent acting in good
faith and in a commercially reasonable manner and having
regard to comparable benchmarks available.
Please also see "Appendix - Effect of Index Cessation
Event" which will apply to SOFRCMS10Y.
"SOFRCMS2Y" means, in respect to any Interest Period
during the Floating Interest Rate Period
2, the 2-Year U.S. Dollar SOFR ICE Swap Rate (expressed
as a percentage) which means the swap
rate for a fixed-for-floating U.S. Dollar swap
transaction for a 2-year maturity where the
floating leg references the Secured Overnight Financing
Rate administered by the Federal Reserve
Bank of New York (or any successor administrator)
(SOFR), provided by ICE Benchmark Administration
Limited as the administrator of the benchmark (or a
successor administrator) as of approximately
11:00 a.m., New York City time (or any amended
publication time specified by the administrator
of SOFRCMS2Y in the benchmark methodology), and as
reported on Bloomberg page "USISSO02 Index"
or any successor thereto on the Interest Determination
Date, all as determined by the Rate
Determination Agent.
If that rate is subsequently corrected and provided by
the administrator of SOFRCMS2Y to,
and published by, authorised distributors of SOFRCMS2Y
within the longer of one hour of the
time when such rate is first published by authorised
distributors of SOFRCMS2Y and the republication
cut-off time for SOFRCMS2Y, if any, as specified by the
SOFRCMS2Y benchmark administrator
in the SOFRCMS2Y benchmark methodology, then that rate
will be subject to those corrections.
If the USD SOFR ICE Swap Rate (as defined in the
Appendix hereto) with a maturity of 2 years
is not published by the administrator of the USD SOFR
ICE Swap Rate (or an authorised distributor)
and is not otherwise provided by the administrator of
the USD SOFR ICE Swap Rate by any date
on which the USD SOFR ICE Swap Rate is required, then,
in respect of any day for which that
rate is required, the rate will be determined by the
Rate Determination Agent acting in good
faith and in a commercially reasonable manner and having
regard to comparable benchmarks available.
Please also see "Appendix - Effect of Index Cessation
Event" which will apply to SOFRCMS2Y.
D. Global Interest Floor:
On the Interest Payment Date falling on the Maturity
Date, the Issuer, in addition to any
interest amount payable in accordance with the Interest
provisions above, will pay an additional
amount (in respect of each Note of Specified
Denomination) equal to:
MAX [FLOOR - SUM, 0]
Where:
"Floor" means the Specified Denomination * 18 per cent.;
"Sum" means the sum of all Interest Amounts calculated
by the Rate Determination Agent as
payable in respect of each Note of Specified
Denomination in respect of all Interest Payment
Dates , expressed in USD .
Day Count Fraction: Actual/Actual (ICMA) (as defined in Condition 4G)
Determination Agent: Citibank, N.A., London Branch (or any successor or
assign).
The Determination Agent is responsible for all
calculations (other than those to be determined
by the Rate Determination Agent).
Rate Determination Agent: Morgan Stanley & Co. International plc (or any successor
or assign).
Contact Details:
lnstrnta@morganstanley.com
Bgl.IR.Tsg@morganstanley.com
Attention: Structured Notes - Trade Support Group - LN
With a copy to tmglondon@morganstanley.com (Attention:
Head of Transaction Management Group,
Global Capital Markets)
The Rate Determination Agent is responsible solely for
determining: (i) each Rate of Interest
during the Floating Rate Interest Period 1 and the
Floating Rate Interest Period 2; (ii) the
Global Interest Floor; and (iii) all calculations with
respect to the Restructuring Option.
All other calculations with respect to the Notes will be
performed by the Determination Agent.
Interest Payment Dates: 10 August of each year, commencing on 10 August 2019,
and continuing to and including the
Maturity Date. For the purposes of payment only, the
Following Business Day Convention (as
defined in Condition 4G) applies and the Holders will
not be entitled to any additional interest
or other sums in respect of any such postponed payments.
Interest Periods: Each period from (and including) one Interest Payment
Date to (but excluding) the next Interest
Payment Date, provided that the first Interest Period
shall commence on (and include) the
Issue Date and the final Interest Period shall end on
(but exclude) the Maturity Date. For
the avoidance of doubt, there will be no adjustment to
the relevant Interest Period if an
Interest Payment Date is adjusted pursuant to the
provisions set out above.
Maturity Date: 10 August 2038. For the purposes of payment only the
Following Business Day Convention (as
defined in Condition 4G) applies and the Holders will
not be entitled to any additional interest
or other sums in respect of such postponed payments.
Redemption Amount at Maturity: 100 per cent. of the principal amount of each Note.
Redemption following an Event of Default: If the Notes are redeemed following the occurrence of an
Event of Default in accordance with
Condition 8.01, the Redemption Amount will be 100 per
cent. of the principal amount of each
Note.
Change of Interest or Redemption / Payment Basis: In respect of an individual Interest Period or a single
block of two or more consecutive Interest
Periods (a "Block"), from and including the Interest
Period commencing on 10 August 2020,
a person who is beneficially entitled to interest in the
then outstanding aggregate principal
amount of the Notes (the "Sole Noteholder") has the
right, in respect of such Interest Period
or Block, to request the restructuring of the Rate of
Interest applicable to such Interest
Period(s) in respect of its entire holding in accordance
with the provisions below. This option
(the "Restructuring Option") may be exercised by the
Sole Noteholder on no more than three
occasions, on each occasion in respect of one Interest
Period or one Block, in respect of
the then outstanding aggregate principal amount of the
Notes.
The Sole Noteholder may exercise a Restructuring Option:
(i) in respect of an Interest Period,
on any Business Day from and including the Issue Date
to, and including the 10th Business
Day prior to the first day of such Interest Period; and
(ii) in respect of a Block, on any
Business Day from and including the Issue Date to, and
including the 10th Business Day prior
to the first day of the chronologically first Interest
Period comprised in such Block (in
the case of (i) or (ii), such date the "Restructuring
Option Exercise Date").
Subject to the terms set out below, on each
Restructuring Option Exercise Date, the Sole Noteholder
has the right to request from the Rate Determination
Agent, provided that such request is
made by no later than 10:00 a.m. (Central European
Time), the quotation of a fixed rate (such
rate, a "Restructuring Rate"), to be applied to the
Notes and used to determine the amounts
of interest payable on the applicable Interest Payment
Date(s) for such Interest Period or
Block, as the case may be.
The Rate Determination Agent will determine the
Restructuring Rate in a commercially reasonable
manner taking into consideration any factors it sees
fit, including, but not limited to, (1)
the present value of the relevant future Interest
Amounts (including the change in present
value of the Global Interest Floor) and (2) any costs of
establishing or unwinding any hedging
transactions, incurred in relation to the restructuring
(taking into account, without limitation,
the terms of collateral arrangements in place between
the parties to such hedging transactions
and the differences between the collateral terms of any
newly established and any newly unwound
hedges pursuant to any restructuring).
By no later than 1:00 pm (Central European Time) on the
Restructuring Option Exercise Date,
the Rate Determination Agent will communicate the
Restructuring Rate to the Sole Noteholder.
Unless an earlier deadline is specified by the Rate
Determination Agent in its communication
of the Restructuring Rate, the Sole Noteholder will have
until 2:00 pm (Central European Time)
on the Restructuring Option Exercise Date to confirm its
agreement to the applicable Restructuring
Rate in respect of the relevant Interest Period(s).
The Restructuring Option will only be deemed validly
exercised if the Sole Noteholder has
provided in a form satisfactory to the Rate
Determination Agent prior to, or in conjunction
with, its communication of its agreement to the
Restructuring Rate: (1) a completed notice
(in a form to be specified) confirming the agreement of
the Sole Noteholder to the Restructuring
Rate, (2) reasonable confirmation or evidence from the
Sole Noteholder to confirm/evidence
its beneficial holding of 100 per cent. of the
outstanding aggregate principal amount of the
Notes; and (3) reasonable confirmation or evidence from
the Sole Noteholder showing its authorization
of the Restructuring Rate on the day on which the
Restructuring Option is exercised.
Following satisfactory receipt of all required items by
the Rate Determination Agent from
the Sole Noteholder, as determined in its sole
discretion, the Rate Determination Agent will
send to: the Issuer; the Determination Agent; the Sole
Noteholder; and to Morgan Stanley &
Co. International plc (or any successor or assign) in
its capacity as swap counterparty to
the Issuer, a notice of amendment confirming the
application of the Restructuring Rate to
the Interest Period or Block, as the case may be.
The Issuer shall promptly confirm to the Rate
Determination Agent its agreement to application
of such Restructuring Rate to the Interest Period or
Block, as the case may be, as set out
in the notice of amendment.
With immediate effect from the delivery of such
confirmation from the Issuer, the relevant
Restructuring Rate will become the Rate of Interest in
respect of the relevant Interest Period,
or each Interest Period in the Block (as specified in
such notice of amendment).
The Restructuring Option may only be exercised three
times and on each occasion only in respect
of the then outstanding aggregate principal amount of
the Notes.
Payment of an applicable Restructuring Fee in respect of
each occasion on which the Restructuring
Option is validly exercised, resulting in a
Restructuring Rate applying to an Interest Period
or a Block, shall be separately agreed between the
Issuer and the Rate Determination Agent.
"Restructuring Fee" means, in respect of each Note, and
individually in respect of each of
the second and third restructurings, a fee in USD equal
to the present value of 0.03 per cent.
per annum for the remaining tenor of the Note on its
principal amount, starting from the first
day of the immediately following Interest Period, or the
current Interest Period if the Restructuring
Option is exercised on an Interest Payment Date.
Optional Early Redemption (Call): Not Applicable.
Optional Early Redemption (Put): Not Applicable.
Business Days: London, New York, Frankfurt and TARGET
Listing: Applications will be made for the Notes to be admitted
to listing on the Official List of
the UK Listing Authority and admitted to trading on the
regulated market of the London Stock
Exchange plc.
Stabilisation: Not Applicable.
ISIN: XS1862512537
Common code: 186251253
Other Codes: FISN: NORDIC INVESTME/2.25EMTN 20380810
CFI: DTFCFB
New Global Instruments intended to be held in a manner Yes. Note that the designation "yes" simply means that
which would allow Eurosystem eligibility: the Notes are intended upon issue to
be deposited with one of the ICSDs as common safekeeper
and does not necessarily mean that
the Notes will be recognised as eligible collateral for
Eurosystem monetary policy and intraday
credit operations by the Eurosystem either upon issue or
at any or all times during their
life. Such recognition will depend upon the ECB being
satisfied that Eurosystem eligibility
criteria have been met.
If syndicated, names and addresses of Managers and Not Applicable
underwriting commitments:
Clearing Systems: Euroclear and Clearstream Luxembourg
NORDIC INVESTMENT BANK
By:________________________________ By:________________________________
Authorised Signatory Authorised Signatory
1 August 2023
APPIX
Effect of Benchmark Transition Event
For the purposes of this Series of Notes, Condition 4F (Interest
- Benchmark Discontinuation) is deleted and the following
provisions apply instead in the Floating Rate Interest Period
2:
Benchmark Transition Event
If, at any time, the Rate Determination Agent determines that a
Benchmark Transition Event Effective Date with respect to the
applicable tenor of the then-current CMS Reference Rate has
occurred, then the CMS Reference Rate as of the subsequent Interest
Determination Date or other relevant day on which a CMS Reference
Rate is to be determined (as applicable), and each following
Interest Determination Date or other relevant day (as applicable)
thereafter, shall be the sum of (i) the Benchmark Replacement and
(ii) any adjustment spread (which may be a positive or negative
value or zero), in each case determined on that Interest
Determination Date or other relevant day (as applicable) by the
Rate Determination Agent acting in good faith and a commercially
reasonable manner.
Following the occurrence of a Benchmark Transition Event
Effective Date in respect of one or more Benchmark Transition
Events, the determination of the Benchmark Replacement and any
adjustment spread will be a one-time process and will apply to each
following Interest Determination Date or other relevant day (as
applicable).
In connection with the implementation of a Benchmark
Replacement, the Rate Determination Agent or its designee will have
the right to make Benchmark Replacement Conforming Changes from
time to time.
Early Redemption
If the implementation of any Benchmark Replacement or Benchmark
Replacement Conforming Changes results in a calculation of the CMS
Reference Rate that is not consistent with market practice as
determined by the Rate Determination Agent, the Issuer may, in its
reasonable discretion, determine that the Notes shall be redeemed
as of any later date. If the Issuer so determines that the Notes
shall be redeemed, then the Issuer shall give not less than five
Business Days' notice to the Noteholders to redeem the Notes and
upon redemption the Issuer will pay in respect of each Note an
amount equal to the fair market value of such Note, on such day as
is selected by the Rate Determination Agent in its reasonable
discretion (provided that such day is not more than 15 days before
the date fixed for redemption of the Note), less the proportion
attributable to that Note of the reasonable cost to the Issuer
and/or any Affiliate of, or the loss realised by the Issuer and/or
any Affiliate on unwinding any related hedging arrangements, in
each case as calculated by the Rate Determination Agent in its sole
and absolute discretion. The Issuer's obligation under the Notes
shall be satisfied in full upon payment of such amount.
Decisions and Determinations
Any determination, decision, selection or election that may be
made by the Issuer, the Rate Determination Agent or their
respective designees, including any determination with respect to
tenor, rate, spreads or adjustment or of the occurrence or
non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or any determination,
decision, selection or election: (i) will be conclusive and binding
absent manifest error, (ii) will be made in such person's sole
discretion and (iii) notwithstanding anything to the contrary in
the documentation relating to the Notes, shall become effective
without consent from the holders of the Notes or any other
party.
In connection with any such variation in accordance with these
"Effect of Benchmark Transition Event" provisions, the Issuer shall
comply with the rules of any stock exchange on which the
Instruments are for the time being listed or admitted to
trading.
Separate CMS Reference Rates
These "Effect of Benchmark Transition Event" provisions (and
related definitions) shall apply separately for each CMS Reference
Rate and for the purpose of construing such provisions, each of
SOFRCMS10Y and SOFRCMS2Y shall be the "CMS Reference Rate".
However, if a Benchmark Transition Event Effective Date has
occurred in respect of one CMS Reference Rate (the "Impacted CMS
Reference Rate") but not the other CMS Reference Rate (the
"Non-Impacted CMS Reference Rate(s)"), the Issuer or its designee,
or the Rate Determination Agent, may elect to treat the
Non-Impacted CMS Reference Rate as if a Benchmark Transition Event
Effective Date had occurred in respect of such Non-Impacted CMS
Reference Rate and apply the foregoing provisions accordingly.
Notices, etc.
Any Benchmark Replacement or Benchmark Replacement Conforming
Changes determined under these "Effect of Benchmark Transition
Event" provisions will be notified promptly by the Issuer to the
Fiscal Agent, the Determination Agent, the Paying Agents and, in
accordance with Condition 12, the Holders. Such notice shall be
irrevocable and shall specify the effective date of the Benchmark
Amendments, if any and will be binding on the Issuer, the Fiscal
Agent, the Determination Agent, the Paying Agents and the Holders
of Instruments.
Survival of CMS Reference Rate
Without prejudice to the above provisions, each CMS Reference
Rate and the fallback provisions provided for in these "Effect of
Benchmark Transition Event" provisions) will continue to apply
unless and until the Determination Agent has been notified of the
Benchmark Transition Event Effective Date, and any Benchmark
Replacement or Benchmark Replacement Conforming Changes, in
accordance with "Notices, etc." above.
Definitions
For these purposes:
"Administrator/Benchmark Event" means, in respect of the Notes,
a determination made by the Rate Determination Agent that any
authorisation, registration, recognition, endorsement, equivalence
decision, approval or inclusion in any official register in respect
of the then-current CMS Reference Rate or the administrator or
sponsor of the then-current CMS Reference Rate has not been, or
will not be, obtained or has been, or will be, rejected, refused,
suspended or withdrawn by the relevant competent authority or other
relevant official body, in each case with the effect that any of
the Issuer, the Rate Determination Agent or the Calculation Agent
is not, or will not be, permitted under any applicable law or
regulation to use the then-current CMS Reference Rate to perform
its or their respective obligations in respect of the Notes.
"Administrator/Benchmark Event Date" means, in respect of an
Administrator/Benchmark Event the date on which the authorisation,
registration, recognition, endorsement, equivalence decision,
approval or inclusion in any official register is:
(i) required under any applicable law or regulation; or
(ii) rejected, refused, suspended or withdrawn, if the
applicable law or regulation provides that the relevant CMS
Reference Rate is not permitted to be used under the Notes
following such rejection, refusal, suspension or withdrawal.
"Affiliate" means any entity which is (i) an entity controlled,
directly or indirectly, by the Issuer, (ii) an entity that
controls, directly or indirectly, the Issuer or (iii) an entity
directly or indirectly under common control with the Issuer.
"Benchmark Replacement" means the first alternative benchmark
set forth in the order below that can be determined by the Rate
Determination Agent as of the Interest Determination Date or other
relevant day on which a CMS Reference Rate is to be determined, in
each case next succeeding the relevant Benchmark Transition Event
Effective Date (or, if the Benchmark Transition Event Effective
Date occurs on the Interest Determination Date or other relevant
day, that Interest Determination Date or other relevant day (as
applicable)):
(i) the alternate rate of interest that has been selected or
recommended by the relevant governmental body or agency with
jurisdiction over the then-current CMS Reference Rate or the
administrator thereof as the replacement for the then-current CMS
Reference Rate for the applicable index maturity; or
(ii) the alternate rate of interest that has been selected by
the Rate Determination Agent as the replacement for the
then-current CMS Reference Rate for the applicable index maturity
giving due consideration to any industry-accepted rate of interest
as a replacement for the then-current CMS Reference Rate for
floating rate notes denominated in the Index Currency at such time,
including any alternate rate of interest recommended by the
International Swaps and Derivatives Association, Inc. or any
successor thereto.
"Benchmark Replacement Conforming Changes" means, with respect
to any Benchmark Replacement, any changes (including changes to the
definition of "Interest Determination Date", "Interest Period", the
timing and frequency of determining rates and making payments of
interest, and other administrative matters) that the Rate
Determination Agent or its designee determines may be appropriate
to reflect the adoption of such Benchmark Replacement in a manner
substantially consistent with market practice (or, if the Rate
Determination Agent or its designee determines that adoption of any
portion of such market practice is not administratively feasible or
if the Rate Determination Agent or its designee determines that no
market practice for use of the Benchmark Replacement exists, in
such other manner as the Rate Determination Agent or its designee
determines is reasonably necessary).
"Benchmark Transition Event" means the occurrence of any of the
following events in respect of the then-current CMS Reference
Rate:
(i) a public statement or publication of information by or on
behalf of the administrator of the CMS Reference Rate announcing
that it has ceased or will cease to provide the CMS Reference Rate
permanently or indefinitely, provided that, at the time of the
statement or publication, there is no successor administrator or
provider, as applicable, that will continue to provide the CMS
Reference Rate;
(ii) a public statement or publication of information by the
regulatory supervisor for the administrator of the CMS Reference
Rate, the central bank for the currency of the CMS Reference Rate,
an insolvency official with jurisdiction over the administrator for
the CMS Reference Rate, a resolution authority with jurisdiction
over the administrator for the CMS Reference Rate or a court or an
entity with similar insolvency or resolution authority over the
administrator for the CMS Reference Rate, which states that the
administrator of the CMS Reference Rate has ceased or will cease to
provide the CMS Reference Rate permanently or indefinitely,
provided that, at the time of the statement or publication, there
is no successor administrator or provider that will continue to
provide the CMS Reference Rate; or
(iii) an Administrator/Benchmark Event occurs with respect to the CMS Reference Rate.
"Benchmark Transition Event Effective Date" means, in respect of
the then-current CMS Reference Rate and one or more Benchmark
Transition Events:
(i) the first date on which the CMS Reference Rate would
ordinarily have been published or provided and is no longer
published or provided; or
(ii) in the case of an Administrator/Benchmark Event, the
Administrator/Benchmark Event Date.
In the case of (i), if the CMS Reference Rate ceases to be
provided on an Interest Determination Date or other relevant day
(as applicable), but it was provided at the time at which it is to
be observed pursuant to the Conditions, then the Benchmark
Transition Event Effective Date will be the next day on which the
rate would ordinarily have been published or provided.
"CMS Reference Rate" means, initially, each of SOFRCMS10Y and
SOFRCMS2Y, provided that if a Benchmark Transition Event Effective
Date has occurred with respect to such rate (or the USD SOFR ICE
Swap Rate) or the then-current CMS Reference Rate, then "CMS
Reference Rate" means the applicable Benchmark Replacement. For the
avoidance of doubt, such Benchmark Replacement will replace the
then-current CMS Reference Rate for all purposes relating to the
Notes.
"Index Currency" means the currency in respect of which the
relevant CMS Reference Rate is calculated or expressed, as
determined by the Rate Determination Agent.
"Interest Determination Date" for each Interest Period shall be
the day falling two Publication Calendar Days prior to the first
day of such Interest Period.
"Publication Calendar Day" means, in respect of a CMS Reference
Rate, any day on which the administrator is due to publish the rate
for such benchmark pursuant to its publication calendar, as updated
from time to time.
"USD SOFR ICE Swap Rate" means the swap rate for a
fixed-for-floating U.S. Dollar swap transaction where the floating
leg references the Secured Overnight Financing Rate administered by
the Federal Reserve Bank of New York (or any successor
administrator) (SOFR), as administered by ICE Benchmark
Administration Limited (or a successor administrator).
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END
MSCKZGGRLZNGFZG
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