TIDM65DV
RNS Number : 6517I
CHESS Capital Securities plc
17 June 2011
Company name CHESS Capital Securities plc
Headline Results of EGM and Notice of Redemption
RNS Number:
CHESS Capital Securities plc
17 June 2011
CHESS Capital Securities plc
Notice to holders of
EUR125,000,000 Perpetual Tier-One Pass-Through Securities
(ISIN: XS0225592145)
(the "Noteholders" and the "Notes")
Results of EGM and Notice of Redemption of Notes
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE
BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITARIES,
CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE
REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY
MANNER.
In accordance with normal practice, the Trustee expresses no
opinion on the information contained in this Notice nor does the
Trustee make any representation that all relevant information has
been disclosed to holders of the Notes pursuant to this Notice. The
Trustee recommends that the holders of the Notes who are in any
doubt as to the impact of this Notice seek their own legal,
financial or other professional advice immediately on receipt of
this Notice.
Terms defined in the Conditions of the Notes shall have the same
meaning in this Notice unless otherwise defined in this Notice.
Reference is made to the EUR125,000,000 4.830% Step-Up
Guaranteed Non-Cumulative Perpetual Capital Securities of EBS
Capital No. 1 S.A. ("EBS Capital" or the "Company") issued on 12
July 2005 (the "Capital Securities").
1. Results of EGM
CHESS Capital Securities plc (the "Issuer") hereby announces
that on 14 June 2011 an extraordinary general meeting ("EGM") of
the shareholders of EBS Capital was held at EBS Capital's
registered office in Luxembourg, 2, avenue Charles de Gaulle at
5pm.
In this regard, the Company refers to an announcement by EBS
Capital made on 15 June 2011, which can be found at the following
link (the "EBS Capital Announcement"):
http://www.cisx.com/listedsecuritynewsdisplay.php?newsID=176678
The EBS Capital Announcement confirms that the following
resolutions (the "Resolutions") were passed at the EGM:
(a) The approval, based on and following the direction of the
Minister for Finance of Ireland dated 31 May 2011 addressed to EBS
Building Society ("EBS") (the Company's parent) (the "Direction"),
of the amendment of the terms of the Capital Securities to reduce
the "Class B 1 Liquidation Preference" and "Class B 2 Liquidation
Preference" (as defined in article 39 of the Articles of
Association of EBS Capital (the "Articles")) payable on each
Capital Security from the amount of EUR 1,000.- to EUR 100.- and
the approval of the corresponding change of the definitions of
"Class B1 Liquidation Preference" and "Class B2 Liquidation
Preference" in Article 39 of the Articles.
(b) The approval of the amendment of the Articles by the
insertion in Article 9 of the following new sub-paragraph 9.3
providing for a call option exercisable at any time by the Company
on all Capital Securities at a discounted repurchase amount of EUR
100.- per Capital Security (the "Call Option"):
New sub-paragraph 9.3:
"Notwithstanding any other conditions provided for by these
Articles to the contrary concerning the repurchase at the option of
the Company of the Class B1 Shares and Class B2 Shares, the Company
shall have the right to at all times upon the giving of not less
than 5 calendar days notice (such notice to be given by way of
registered letter to each shareholder holding on record Capital
Securities) to repurchase all of the Class B1 Shares or Class B2
Shares, as the case may be, on the date specified in such notice at
an amount equal to EUR 100.- per share. The consent of the IFSRA
(the Financial Regulatory Department of the Central Bank of Ireland
formerly known as the Irish Financial Services Regulatory
Authority) shall be required for the Company to exercise the call
option to repurchase the Capital Securities in accordance with this
Article 9.3. No amount will be payable by the Company on such
repurchase by way of, or in respect of, any accrued or deferred
dividend, distribution or interest. Any accrued or deferred
dividend, distribution or interest which would otherwise have
become due and payable at the time of repurchase will not become
payable and will be cancelled at such time, no claims may be made
for any amount in respect thereof and such repurchase and
cancellation shall not constitute an event of default or a Class B1
Capital Deficiency Event, a Class B2 Capital Deficiency Event or
Class B2 Capital Disqualification Event as applicable."
The approval of the amendment of Article 30, last paragraph, of
the Articles which shall forthwith read as follows:
"No meeting of the Shareholders will be required to approve a
repurchase or the exercise by the Company of the call option
provided by Article 9.3."
(c) The approval in accordance with the Articles of the
provision of consent by the Company (as holder of all the
outstanding Class B1 PIBS and Class B2 PIBS) to EBS (the issuer of
the Class B1 PIBS and the Class B2 PIBS) in respect of amendments
to the Class B1 PIBS and Class B2 PIBS necessary to enable the
Company to exercise the Call Option and ensure compliance with the
terms of the Call Option further to the Direction on the basis of
the proposed amended terms of the Class B1 PIBS and amended terms
of the Class B2 PIBS.
(d) The approval of a delegation to the Board of Directors to
take any measure necessary, useful or required for the purpose of
carrying out or implementing the foregoing resolutions including
the granting of such powers of attorney as are required or
necessary, in particular but not limited to the exercise by the
Board of Directors upon the Direction and subject to IFSRA consent
the Call Option provided for in Article 9.3 of the Articles.
The EBS Capital Announcement confirms that pursuant to and in
accordance with Article 9.3 of the Articles of EBS Capital as
amended following the passing of the Resolutions, EBS Capital is
exercising the Call Option. In this regard, the EBS Capital
Announcement confirms EBS Capital has given notice, effective 14
June 2011, to each of the then holders of the Capital Securities
(including the Company) that EBS Capital will redeem all Capital
Securities on 20 June, 2011 (the "Capital Securities Redemption
Date").
The EBS Capital Announcement further confirms that pursuant to
Article 9.3 of the Articles of EBS Capital, each Capital Security
shall be redeemed on the Capital Securities Redemption Date at an
amount equal to EUR 100 per Capital Security (the "Capital
Securities Redemption Price"), being an amount equal to the Class
B1 Liquidation Preference and the Class B2 Liquidation Preference
(each as defined in the Articles of EBS Capital, (as amended)). In
accordance with Article 9.3 of the Articles of EBS Capital, no
amount will be payable in respect of, any accrued or deferred
dividend, distribution or interest.
2. Notice of Redemption of Notes
In accordance with Condition 7(a)(ii) of the Notes, if EBS
Capital is obliged to redeem the Capital Securities and does redeem
the Capital Securities, the Issuer shall redeem the Notes by cash
settlement ("Cash Settlement") at the Redemption Amount on the
Business Day after the relevant date set for the redemption of the
Capital Securities.
In accordance with Condition 7(c) of the Notes, the Redemption
Amount, in the case of a Cash Settlement, will be the Optional
Redemption Price or Liquidation Distribution (as the case may be)
each as defined in the Capital Securities, in either case together
with a proportionate amount received by the Issuer in respect of
the Capital Securities which has not otherwise been distributed as
interest to the Noteholders equal to the Relevant Proportion and
following deduction (if applicable) of the Redemption Costs.
Pursuant to and in accordance with Condition 7(a)(ii) of the
Notes, the Issuer hereby gives notice to each Holder of Notes that
the Issuer will redeem all but not some only of the Notes by Cash
Settlement on 21 June, 2011 (the "Note Redemption Date") at a
Redemption Amount equal to EUR 100 per principal amount outstanding
of the Notes and no amount will be payable in respect of, any
accrued or deferred dividend, distribution or interest on the Note
Redemption Date.
This Notice shall be effective and shall constitute a notice for
the purposes of Condition 14 delivered in accordance with the
Conditions.
Please contact Jacqueline O'Rourke c/o TMF Management (Ireland)
Limited, 53 Merrion Square, Dublin 2, Ireland, Telephone: +353 1
614 6240 if you have any queries with regard to this Notice.
This notice is given by:
CHESS Capital Securities plc
c/o TMF Management (Ireland) Limited
53 Merrion Square
Dublin 2
Ireland
Dated: 17 June 2011
This announcement has been issued through the Companies
Announcement Service of
the Irish Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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