TIDM31PE

RNS Number : 0598U

Canary Wharf Finance II PLC

30 November 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.

Notice to Noteholders of Result of EACH Meeting

To the holders of the outstanding notes listed in the table below

(together, the "Notes" and each a "Series")

issued by Canary Wharf Finance II plc:

 
                   Description of Notes                          ISIN 
----------------------------------------------------------  ------------- 
 
 GBP240,000,000 Class Al 6.455% First Mortgage               XS0112279616 
  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               XS0130681512 
  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                 XS0112281190 
  Mortgage Debentures due October 2033 of the 
  Issuer (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") 
 GBP222,000,000 Class A7 Floating Rate First                 XS0295171341 
  Mortgage Debentures due 2037 (the "Class A7 
  Notes") 
 GBP104,000,000 Class B3 Floating Rate First                 XS0295172075 
  Mortgage Debentures due 2037 (the "Class B3 
  Notes") 
 GBP275,000,000 Class C2 Floating Rate First                 XS0295172406 
  Mortgage Debentures due 2037 (the "Class C2 
  Notes") 
 GBP125,000,000 Class D2 Floating Rate First                 XS0295172745 
  Mortgage Debentures due 2037 (the "Class D2 
  Notes")

Unless the context requires otherwise, capitalised terms used but not defined in this notice have the meanings given to them in the Notices of Meeting (as defined below).

NOTICE IS HEREBY GIVEN to the holders of the above Notes that, at each Meeting of such holders held at by teleconference on 30 November 2021, the Extraordinary Resolution set out in the Notice of Meeting in respect of each Series (together the "Notices of Meetings") previously notified to Noteholders in accordance with the terms of the Trust Deed for such Notes was duly passed. In addition, the Eligibility Condition in relation to each Series of the Floating Rate Notes was satisfied at the relevant Meeting for such Series and so the Supplemental Trust Deed and the Amendment Agreements are to be executed by the relevant parties thereto and, accordingly, the proposed amendments described in the Notices of Meeting will take effect on and from the interest payment date for the Floating Rate Notes falling in January 2022.

For further information, Noteholders should contact Barclays Bank PLC as the Solicitation Agent (Telephone: +44 20 3134 8515; Attention: Liability Management Group; Email: eu.lm@barclays.com) or Morrow Sodali Limited as the Information and Tabulation Agent (Telephone (in London): +44 20 4513 6933; Telephone (in Hong Kong): +852 2319 4130; Email: cwg@investor.morrowsodali.com).

As the Floating Rate Notes will be "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, 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 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.

DISCLAIMER: Nothing in this notice constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction. The distribution of this notice in certain jurisdictions may be restricted by law, and persons into whose possession this notice comes are requested to inform themselves about, and to observe, any such restrictions.

This notice is given by

CANARY WHARF FINANCE II PLC

30 November 2021

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END

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