TIDM44WU
RNS Number : 7150S
Nomura Bank International PLC
10 July 2020
NOTICE TO HOLDERS OF THE NOTES
Nomura Bank International plc
(the "Issuer")
AMMENT OF CREDIT LINKED CONDITIONS TO REFLECT PUBLICATION OF
ISDA 2019 NARROWLY TAILORED CREDIT EVENT ("NTCE") PROTOCOL
We refer to (i) each Series of Notes referred to in Annex I
hereto (each an "Affected Series of Notes") and (ii) the ISDA 2019
NTCE Protocol as published by the International Swaps and
Derivatives Association, Inc. ("ISDA") on 27 August 2019 as amended
and restated from time to time, a copy of which is available at
https://www.isda.org/a/lvMTE/08272019-NTCE-Protocol-Publication.pdf
. (the "Protocol").
Capitalised terms used but not otherwise defined in this notice
shall have the meanings given to them in the relevant Final Terms
or Pricing Supplement (as applicable) for each Affected Series of
Notes , as amended, restated, modified and/or supplemented from
time to time.
The Protocol amends particular terms of credit derivative
transactions to address the impact of narrowly tailored credit
events that are entered into between adhering parties to the
Protocol with effect from 27 January 2020.
An overview of the terms of the Protocol (including explanatory
webinar materials) together with FAQ in connection with the
Protocol are available from
https://www.isda.org/protocol/isda-2019-ntce-protocol/ .
Each Affected Series of Notes references one or more Reference
Entity(ies), and each Reference Entity(ies) which is not a
Sovereign falls within the scope of the Protocol (each such
reference entity an "Affected Entity"). Consequently, the
Calculation Agent is entitled to amend the terms of each such
Affected Series of Notes in order to reflect the amendments
effected by the Protocol, in accordance with Credit Linked
Condition 19 (Amendment of Credit Linked Conditions in accordance
with Market Convention) which applies with respect to each Affected
Series of Notes.
In accordance with Condition 16 (Notices) the Issuer hereby
notifies the holders of each Affected Series of Notes that the
terms of each such Affected Series of Notes shall be amended, with
effect from 25 June 2020, as follows (to the extent applicable) in
order to reflect the terms of the Protocol:
1. In relation to each Affected Entity, Fallback Discounting is
applicable and Credit Deterioration Requirement is applicable;
and
2. In relation to each Affected Entity the definition of Failure
to Pay and Outstanding Principal Amount shall be amended as set out
in Annex II.
Nothing in this notice shall be construed of a waiver of any
rights we may have with respect to the Transaction.
Principal Agent
Citibank Europe PLC
Ground Floor
1 North Wall Quay
Dublin 1
Ireland
Notice issued by:
Nomura Bank International plc
1 Angel Lane
London EC4R 3AB
ANNEX I
Affected Series of Notes
Series Number Maturity Date ISIN
NBI JP2531 10-Jul-2024 XS2009075586
-------------- -------------
NBI JP2540 10-Jul-2024 XS2019816383
-------------- -------------
NBI JP2541 10-Jul-2026 XS2025842258
-------------- -------------
NBI JP2603 10-Jan-2025 XS2094510349
-------------- -------------
ANNEX II
Amendments to Annex 15 of the Terms and Conditions - Additional
Terms and Conditions for Credit Linked Securities (2014 ISDA Credit
Derivatives Definitions Version).
With effect from 25 June 2020, the following amendments shall
apply to Annex 15 of the Terms and Conditions - Additional Terms
and Conditions for Credit Linked Securities (2014 ISDA Credit
Derivatives Definitions Version) in relation to each Affected
Entity in each Affected Series of Notes:
(1) Failure to Pay the definition of "Failure to Pay" in Credit
Linked Condition 13 shall be deleted and replaced with the
following:
"Failure to Pay means, after the expiration of any applicable
Grace Period (after the satisfaction of any conditions precedent to
the commencement of such Grace Period), the failure by the
Reference Entity to make, when and where due, any payments in an
aggregate amount of not less than the Payment Requirement under one
or more Obligations, in accordance with the terms of such
Obligations at the time of such failure provided that, if an
occurrence that would constitute a Failure to Pay (a) is a result
of a redenomination that occurs as a result of action taken by a
Governmental Authority which is of general application in the
jurisdiction of such Governmental Authority and (b) a freely
available market rate of conversion existed at the time of the
redenomination, then such occurrence will be deemed not to
constitute a Failure to Pay unless the redenomination itself
constituted a reduction in the rate or amount of interest,
principal or premium payable (as determined by reference to such
freely available market rate of conversion) at the time of such
redenomination. If "Credit Deterioration Requirement" is specified
as applicable in the applicable Final Terms, then, notwithstanding
the foregoing, it shall not constitute a Failure to Pay if such
failure does not directly or indirectly either result from, or
result in, a deterioration in the creditworthiness or financial
condition of the Reference Entity. In the event that the
Calculation Agent makes any such determination, it may take into
account the guidance note set out in paragraph 3 (Interpretive
Guidance) of the ISDA 2019 Narrowly Tailored Credit Event
Supplement to the 2014 ISDA Credit Derivative Definitions
(published on July 15, 2019)."
(2) Outstanding Principal Balance: the definition of
"Outstanding Principal Balance" in Credit Linked Condition 13 shall
be deleted and replaced with the following:
"Outstanding Principal Balance means the outstanding principal
balance of an obligation which will be calculated as follows:
(a) first, by determining, in respect of the obligation, the
amount of the Reference Entity's principal payment obligations and,
where applicable in accordance with the definition of Accrued
Interest above, the Reference Entity's accrued but unpaid interest
payment obligations (which, in the case of a Guarantee will be the
lower of (i) the Outstanding Principal Balance (including accrued
but unpaid interest, where applicable) of the Underlying Obligation
(determined as if references to the Reference Entity were
references to the Underlying Obligor) and (ii) the amount of the
Fixed Cap, if any);
(b) second, by subtracting all or any portion of such amount
which, pursuant to the terms of the obligation, (i) is subject to
any Prohibited Action, or (ii) may otherwise be reduced as a result
of the effluxion of time or the occurrence or non-occurrence of an
event or circumstance (other than by way of (A) payment or (B) a
Permitted Contingency) (the amount determined in accordance with
paragraph (a) above less any amounts subtracted in accordance with
this paragraph (b), the Non-Contingent Amount); and
(c) third, by determining the Quantum of the Claim, which shall
then constitute the Outstanding Principal Balance,
in each case, determined:
(i) unless otherwise specified, in accordance with the terms of
the obligation in effect on either (A) such date as the Calculation
Agent determines appropriate taking into account the Hedging
Arrangements or (B) the relevant Valuation Date; and
(ii) with respect to the Quantum of the Claim only, in
accordance with any applicable laws (insofar as such laws reduce or
discount the size of the claim to reflect the original issue price
or accrued value of the obligation).
For the purposes of paragraph (ii) above, applicable laws shall
include any bankruptcy or insolvency law or other law affecting
creditors' rights to which the relevant obligation is, or may
become, subject.
If "Fallback Discounting" is specified as applicable in the
applicable Final Terms, then, notwithstanding the above, if (i) the
Outstanding Principal Balance of an obligation is not reduced or
discounted under paragraph (ii) above, (ii) that obligation is
either a Bond that has an issue price less than ninety-five per
cent of the principal redemption amount or a Loan where the amount
advanced is less than ninety-five per cent of the principal
repayment amount, and (iii) such Bond or Loan does not include
provisions relating to the accretion over time of the amount which
would be payable on an early redemption or repayment of such Bond
or Loan that are customary for the applicable type of Bond or Loan
as the case may be, then the Outstanding Principal Balance of such
Bond or Loan shall be the lesser of (a) the Non-Contingent Amount;
and (b) an amount determined by straight line interpolation between
the issue price of the Bond or the amount advanced under the Loan
and the principal redemption amount or principal repayment amount,
as applicable.
For the purposes of determining whether the issue price of a
Bond or the amount advanced under a Loan is less than ninety-five
per cent of the principal redemption amount or principal repayment
amount (as applicable) or, where applicable, for applying straight
line interpolation:
(x) where such Bond or Loan was issued as a result of an
exchange offer, the issue price or amount advanced of the new Bond
or Loan resulting from the exchange shall be deemed to be equal to
the aggregate Outstanding Principal Balance of the original
obligation(s) that were tendered or exchanged (the Original
Obligation(s)) at the time of such exchange (determined without
regard to market or trading value of the Original Obligation(s));
and
(y) in the case of a Bond or Loan that is fungible with a prior
debt obligation previously issued by the Reference Entity, such
Bond or Loan shall be treated as having the same issue price or
amount advanced as the prior debt obligation.
In circumstances where a holder would have received more than
one obligation in exchange for the Original Obligation(s), the
Calculation Agent will determine the allocation of the aggregate
Outstanding Principal Balance of the Original Obligation(s) amongst
each of the resulting obligations for the purpose of determining
the issue price or amount advanced of the relevant Bond or Loan.
Such allocation will take into account the interest rate, maturity,
level of subordination and other terms of the obligations that
resulted from the exchange and shall be made by the Calculation
Agent in accordance with the methodology (if any) determined by the
relevant Credit Derivatives Determinations Committee."
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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