TIDM83NF
RNS Number : 8298P
Natwest Markets PLC
11 October 2023
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 THE
EXTRAORDINARY RESOLUTION TO BE PROPOSED AT THE 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.
NatWest Markets Plc
Legal Entity Identifier (LEI): RR3QWICWWIPCS8A4S074
(Incorporated in Scotland with limited liability under the
Companies Acts 1948 to 1980, registered number SC090312)
NOTICE OF HOLDER MEETING
to all of the holders of the outstanding securities listed in
the table below
ISIN Description
------------- -----------------------------------------------------------------
XS0311807241 GBP150,000,000 TelSec Credit-Linked Notes due 2033 (the "Notes")
(the "Notes")
of the Issuer presently outstanding
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 (using a video enabled platform) at
10.00 hours London time on 2 November 2023 for the purpose of
considering and, if thought fit, passing the following resolution
which will, in respect of the Notes, be proposed as an
Extraordinary Resolution in accordance with the provisions of the
trust deed dated 12 November 2002, as modified, supplemented and/or
restated from time to time (the "Trust Deed"), made between the
Issuer and The Law Debenture Trust Corporation p.l.c. (the
"Trustee") as trustee for the Noteholders, and constituting the
Notes. Capitalised terms used but not defined in this Notice have
the meanings given to them in the Trust Deed or the terms and
conditions of the Notes (the "Conditions").
In light of the efficiencies in holding the Meeting virtually
rather than at a physical location and in accordance with the
provisions of the Trust Deed further regulations regarding the
holding of the Meeting will be prescribed providing that the
Meeting (and any adjourned Meeting) will be held via teleconference
(using a video enabled platform). Accordingly, the Meeting (and any
adjourned Meeting) will not be convened at a physical location. In
such circumstances, those Noteholders who have indicated that they
wish to attend the Meeting will be provided with further details
about attending the Meeting (and any adjourned Meeting) via
teleconference (using a video enabled platform).
The period for voting in relation to the Extraordinary
Resolution will expire at 4.00 p.m. (London time) on 30 October
2023 (such time and date, the "Expiration Deadline"). The deadlines
set by any intermediary or Euroclear Bank SA/NV or Clearstream
Banking, S.A. (each, a "Clearing System") will be earlier than the
deadlines set out in this document. Noteholders who do not deliver
a valid electronic voting instruction to the relevant Clearing
System (a "Consent Instruction"), but who wish to participate in,
or otherwise be represented at, the Meeting other than by way of
submission of a valid Consent Instruction must make the necessary
arrangements by the Expiration Deadline.
No consent fee will be payable in connection with the
Meeting.
EXTRAORDINARY RESOLUTION IN RESPECT OF THE GBP150,000,000 TELSEC
CREDIT-LINKED NOTES DUE 2033
"THAT this meeting of the holders of the outstanding
GBP150,000,000 TelSec Credit-Linked Notes due 2033 (ISIN:
XS0311807241) of NatWest Markets Plc (the "Notes" and the "Issuer"
respectively) constituted by the trust deed dated 12 November 2002,
as modified, supplemented and/or restated from time to time (the
"Trust Deed"), made between, inter alios, the Issuer and The Law
Debenture Trust Corporation p.l.c. (the "Trustee") as trustee for
the holders of the Notes (the "Noteholders"), hereby:
1. assents to the modification of the terms and conditions of
the Notes as set out in Schedule 1 to the Trust Deed (the
"Conditions") as any of the same may from time to time be modified
or amended and restated in accordance with the Trust Deed, to
provide for the replacement of LIBOR with SONIA as the reference
rate for calculating interest in respect of the Notes and certain
other related amendments (including to add benchmark fallback
provisions);
2. sanctions every abrogation, modification or compromise of, or
arrangement in respect of, the rights of the Noteholders
appertaining to the Notes against the Issuer, whether or not such
rights arise under the Trust Deed, 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;
3. authorises, directs, requests, empowers and instructs the Trustee to:
(i) concur in the modifications referred to in paragraph 1 of
this Extraordinary Resolution and, in order to give effect to and
implement such modifications, on or shortly after the passing of
this Extraordinary Resolution, to execute a supplemental trust deed
(the " Supplemental Trust Deed " ) in the form of the draft
produced to this meeting and signed by the chairman of the meeting
for the purpose of identification, with such amendments (if any) as
may be requested by the Issuer and approved by the Trustee, in its
sole and absolute discretion, or required by the Trustee in order
to give effect to this Extraordinary Resolution; and
(ii) concur in, and execute and do all such other deeds,
instruments, acts and things as may be necessary, desirable or
expedient, in the sole and absolute discretion of the Trustee, to
carry out and give effect to this Extraordinary Resolution and the
implementation of the modifications referred to in paragraph 1 of
this Extraordinary Resolution;
4. discharges and exonerates the Trustee from any and all
liability for which it may have become or may become responsible
under the Trust Deed or the Notes in respect of any act or omission
in connection with this Extraordinary Resolution or its
implementation (including but not limited to the execution by the
Trustee and the Issuer of the Supplemental Trust Deed for the
purpose of implementing this Extraordinary Resolution);
5. irrevocably waives any claim that we may have against the
Trustee arising as a result of any loss or damage which we may
suffer or incur as a result of the Trustee acting upon this
Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and we further confirm that we will not seek to hold the Trustee
liable for any such loss or damage;
6. agrees and undertakes fully and effectively to indemnify and
hold harmless the Trustee from and against all liability which may
be suffered or incurred by the Trustee as a result of any claims,
actions, demands or proceedings brought or established (including
legal fees) which the Trustee may suffer or incur which in any case
arise as a result of the Trustee acting in accordance with this
Extraordinary Resolution;
7. approves that the Trustee be and 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 Supplemental Trust Deed, or the due execution and delivery
thereof by any party thereto or the validity or enforceability
thereof and that it shall not be liable to any Noteholder for any
consequences resulting from following this instruction; and
8. agrees that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Trust
Deed or the Notice of Meeting, as applicable."
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.
The Notes are linked to GBP LIBOR which is no longer published
on a representative basis.
The purpose of the Meeting is to modify the Conditions of the
Notes (as set out in the Trust Deed) in order to replace GBP LIBOR
with Compounded Daily Sonia as the Reference Rate for the
calculation of interest (the "Proposal") and to authorise the
Trustee to agree to such modifications as set out in the Annex to
this Notice.
The Trustee has not been involved in the formulation of the
Extraordinary Resolution and the Trustee expresses no opinion on
the merits of the 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, the Extraordinary Resolution.
Noteholders should take their own independent financial 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 Meeting, except those to
which it will be a party and this Notice. On the basis of the
information set out in this Notice, the Trustee has authorised it
to be stated that the Trustee has no objection to the Extraordinary
Resolution being put to Noteholders for their consideration.
Any questions or requests for assistance in connection with the
delivery of Electronic Voting Instructions, or inspection of copies
of any related documents, from the date of this Notice up to the
time of the Meeting, may be directed to The Bank of New York
Mellon, London Branch (the "Tabulation Agent"), whose contact
details are provided at the bottom of this Notice.
None of the Issuer, the Tabulation Agent, the Trustee (or, in
each case, any of their respective agents, affiliates, directors,
members, employees or representatives) expresses any opinion on the
merits of, or makes any representation or recommendation whatsoever
regarding the Extraordinary Resolution or the Proposal (or the
impact thereof on particular Noteholders) or makes any
recommendation whether Noteholders should participate in the
Meeting.
General
Copies of (i) the Trust Deed, (ii) the relevant Pricing
Supplement for the Notes (iii) this Notice; and (iv) the current
draft of the Supplemental Trust Deed as referred to in paragraph 3
of the Extraordinary Resolution, are also available for inspection
(in electronic form) by Noteholders on and from the date of this
Notice up to and including the date of the Meeting from the
Tabulation Agent and the Paying Agent during normal business hours
on any weekday (Saturdays, Sundays and public holidays excepted) up
to and including the date of the Meeting and at the Meeting. Any
revised version of the draft Supplemental Trust Deed made available
as described above and marked to indicate changes to the draft made
available on the date of this Notice will supersede the previous
draft of the Supplemental Trust Deed 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 paragraph 2 of "Voting and Quorum" below. Having regard
to such requirements, Noteholders are strongly urged either to
attend the Meeting or to take steps to be represented at the
Meeting (including by way of submitting Consent Instructions) as
soon as possible.
Voting and Quorum
1. The provisions governing the convening and holding of a
meeting of the Noteholders are set out in Schedule 3 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 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 person attending the Meeting virtually via teleconference
(using a video enabled platform) shall be deemed to be present in
person at the Meeting, and all such references in this Notice shall
be construed accordingly.
A Noteholder who wishes to attend and vote at the Meeting and
any adjourned Meeting in person must produce at the Meeting a valid
voting certificate or certificates issued by a Paying Agent.
A Noteholder may obtain a voting certificate in respect of its
Notes from a Paying Agent 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 Meeting) not less than 48 hours before the time fixed for
the Meeting (or, if applicable, any adjourned 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 Meeting and the surrender of the
voting certificate to the Paying Agent and notification by the
Paying 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. For the purposes of this Notice, 48 hours shall mean a
period of 48 hours including all or part of two days upon which
banks are open for business in London and such period shall be
extended by one or, to the extent necessary, more periods of 24
hours until there is included as aforesaid all or part of two days
upon which banks are open for business as aforesaid.
A Noteholder not wishing to attend and vote at the Meeting in
person may either deliver the voting certificate(s) 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
Paying Agent to, include the votes attributable to its Notes in a
block voting instruction issued by the Paying Agent for the Meeting
or any adjourned Meeting, in which case the Paying Agent shall
appoint a proxy to attend and vote at 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 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 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 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 Meeting and (ii) not less than 48 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 Paying Agent and the same then being notified
in writing by the Paying Agent to the Issuer and the Trustee at
least 24 hours before the time appointed for holding the Meeting
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 Agent to be held to its order or under its
control, and that such instruction is, during the period commencing
48 hours prior to the time for which the Meeting or any adjourned
Meeting is convened and within the time limit specified by
Euroclear or Clearstream, Luxembourg, as the case may be, and
ending at the conclusion or adjournment thereof, neither revocable
nor capable of amendment.
Any Electronic Voting Instructions given may not be revoked
during the period starting 48 hours before the time fixed for the
Meeting and within the time limit specified by Euroclear or
Clearstream, Luxembourg, as the case may be, and ending at the
close of the Meeting.
For the above purposes, instructions given by Direct
Participants to the Tabulation Agent through Euroclear or
Clearstream, Luxembourg will be deemed to be instructions given to
the Paying Agent.
Noteholders who have not submitted or delivered or arranged for
the submission or delivery of an Electronic Voting Instruction as
provided above but who wish to attend and vote at the Meeting may
do so in accordance with the procedures set out above. Those
Noteholders who have indicated that they wish to attend the Meeting
will be provided with further details about attending the
teleconference.
2. The quorum required for the Extraordinary Resolution to be
considered at the Meeting is two or more persons present and
holding or representing in the aggregate a two-thirds of the
aggregate principal amount of the Notes for the time being
outstanding.
In the event such quorum is not present within 30 minutes from
the time initially fixed for the Meeting, the Meeting shall be
adjourned until such date, not less than 28 nor more than 42 days
later, and place as may be appointed by the chairman of the Meeting
and approved by the Trustee. At any such adjourned Meeting two or
more persons present and holding or representing in the aggregate
one-third of the aggregate principal amount of the Notes for the
time being outstanding will form a quorum.
Voting certificates obtained and Electronic Voting Instructions
given in respect of the 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) shall remain valid for
any adjourned Meeting.
Noteholders should note these quorum requirements and should be
aware that, if the Noteholders either present or appropriately
represented at the Meeting are insufficient to form a quorum for
the Extraordinary Resolution, the Extraordinary Resolution cannot
be formally considered at the Meeting. Noteholders are therefore
encouraged either to attend the Meeting virtually or to arrange to
be represented at the Meeting as soon as possible.
3. Every question submitted to the Meeting shall be decided in
the first instance by a show of hands and in case of equality of
votes the chairman of the Meeting shall 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.
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 any person present holding or representing
in the aggregate not less than one-fiftieth of the aggregate
principal amount 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 shall 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 virtually and
produces a voting certificate or is a proxy or representative shall
have one vote. On a poll every such person shall have one vote in
respect of each GBP1.00 in aggregate principal amount of the Notes
represented by the voting certificate so produced or in respect of
which he or she is a proxy or representative.
4. To be passed at the Meeting, the Extraordinary Resolution
requires a majority consisting of not less than three-quarters of
the votes cast in respect of the Extraordinary Resolution. If
passed, the Extraordinary Resolution shall be binding on all
Noteholders, whether or not present at the Meeting at which it is
passed and whether or not voting.
Any questions or requests for assistance in connection with the
delivery of Electronic Voting Instructions, or inspection of copies
of any related documents, from the date of this Notice up to the
time of the Meeting, may be directed to The Bank of New York
Mellon, London Branch (the "Tabulation Agent"), whose contact
details are provided at the bottom of this Notice.
Timetable
This is an indicative timetable showing one possible outcome for
the timing of the Meeting based on the date of this Notice and
assuming that no Meeting is adjourned. This timetable is subject to
change and dates and times may be extended or amended by the
Issuer. Accordingly, the actual timetable may differ significantly
from the timetable below.
Date Action
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11 October 2023 Notice of Meeting published through the Regulatory News Service
provided by the London Stock
Exchange plc and delivered to Clearing Systems for
communication to Direct Participants.
From this date, the relevant Noteholders may arrange for the
relevant Notes held by Clearstream,
Luxembourg and/or Euroclear in their accounts to be blocked in
such accounts and held to the
order and under the control of the Paying Agent in order to
obtain voting certificates or
give valid Consent Instructions, to the Tabulation Agent.
4.00 p.m., Expiration Deadline
London time, 30 October 2023 Deadline for receipt by the Tabulation Agent of all valid
(at least 48 hours before the Meeting ) Consent Instructions in order for
Noteholders to be able to participate in the Meeting.
Deadline for making any other arrangements to attend or be
represented at the Meeting.
10.00 a.m., London time, 2 November 2023 Meeting
Meeting in respect of the Notes to be held via teleconference .
As soon as reasonably practicable after the Meeting Announcement of the results of the Meeting
Announcement of the results of the Meeting.
Such announcement to be published through the Regulatory News
Service provided by the London
Stock Exchange plc and delivered to Clearing Systems for
communication to Direct Participants.
As soon as reasonably practicable after the Meeting Implementation Date
If the Extraordinary Resolution, the Supplemental Trust Deed as
suitably modified to reflect
the Extraordinary Resolution and to effect the relevant
changes, is expected to be executed.
This Notice is given by NatWest Markets Plc.
Noteholders should contact the following for further
information:
The Issuer
NatWest Markets Plc
250 Bishopsgate
London, EC2M 4AA
United Kingdom
Email: richard.atkin@natwestmarkets.com
The Tabulation Agent
The Bank of New York Mellon, London Branch
160 Queen Victoria Street
London EC4V 4LA
United Kingdom
Attention: Debt Restructuring Services
Tel: +44 (0) 1202 689644
Email: debtrestructuring@bnymellon.com
Dated: 11 October 2023
ANNEX
1.1 The Conditions of the Notes shall be amended in the manner
set out herein and in the Amended and Restated Final Terms as set
out in the Annex to the Supplemental Trust Deed dated 2 November
2023.
1.2 Condition 3 of the Conditions of the Notes set out in the
Subsisting Trust Deed shall be modified as follows:
1.2.1 Condition 3(b)(iv) shall be deleted and replaced with the following:
(iv) Screen Rate Determination for Floating Rate Notes which reference to SONIA
Where Screen Rate Determination is specified in the applicable
Final Terms as the manner in which the Rate of Interest is to be
determined and the Reference Rate specified in the applicable Final
Terms is SONIA:
(A) where the Calculation Method in respect of the relevant
Series of Floating Rate Notes is specified in the applicable Final
Terms as being "Compounded Daily", the Rate of Interest for each
Interest Period will, subject as provided below, be the Compounded
Daily Reference Rate plus the Margin plus the Adjustment Rate, all
as determined by the Calculation Agent, where:
"Compounded Daily Reference Rate" means, with respect to an
Interest Period, the rate of return of a daily compound interest
investment in the Specified Currency (with the applicable Reference
Rate as the reference rate for the calculation of interest) and
will be calculated by the Calculation Agent on the relevant
Interest Determination Date, as follows, and the resulting
percentage will be rounded, if necessary, to the Relevant Decimal
Place:
where:
"Adjustment Rate" means 0.1193 per cent.;
"Business Day" or "BD" means a day on which commercial banks and
foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign
currency deposits) in London;
"D" is 365;
"d" is, in relation to any Interest Accrual Period, the number
of calendar days in such Interest Accrual Period;
"d(o) " is, in relation to any Interest Accrual Period, the
number of Business Days in such Interest Accrual Period;
"i" is, in relation to any Interest Accrual Period, a series of
whole numbers from one to d(o) , each representing the relevant
Business Day in chronological order from, and including, the first
Business Day in such Interest Accrual Period;
"Interest Accrual Period" means in relation to any Interest
Period, such Interest Period;
"n(i) ", for any Business Day "i" in the relevant Interest
Accrual Period, means the number of calendar days from and
including such Business Day "i" up to but excluding the following
Business Day;
"Observation Period" means, in respect of any Interest Period,
the period from and including the date falling "p" Business Days
prior to the first day of such Interest Period and ending on, but
excluding, the date which is "p" Business Days prior to the
Interest Payment Date for such Interest Period (or the date falling
"p" Business Days prior to such earlier date, if any, on which the
Notes become due and payable);
"p" means, for any Interest Period, five Business Days;
"r" means in respect of any Business Day, the Relevant Reference
Rate in respect of such Business Day; and
"Reference Day" means each Business Day in the relevant Interest
Period, other than any Business Day in the Lock-out Period;
"Relevant Decimal Place" shall be the fifth decimal place, with
0.000005 being rounded upwards;
"Relevant Reference Rate" means the SONIA rate;
"r(i-pBD) " means, in relation to any Interest Accrual Period,
the applicable Reference Rate as set out in the definition of "r"
above for the Business Day (being a Business Day falling in the
relevant Observation Period) falling "p" Business Days prior to the
relevant Business Day "i";
"SONIA" means, in respect of any Business Day, a reference rate
equal to the daily Sterling Overnight Index Average rate for such
Business Day as provided by the administrator of SONIA to
authorised distributors and as then published on the Relevant
Screen Page or, if the Relevant Screen Page is unavailable, as
otherwise published by such authorised distributors in each case on
the Business Day immediately following such Business Day;
(B) where "SONIA" is specified as the Reference Rate in the
applicable Final Terms, if, in respect of any Business Day, SONIA
(as defined in paragraph (A) above) is not available on the
Relevant Screen Page or has not otherwise been published by the
relevant authorised distributors, such Reference Rate shall be:
(1) (i) the Bank of England's Bank Rate (the "Bank Rate")
prevailing at close of business on the relevant Business Day; plus
(ii) the mean of the spread of SONIA to the Bank Rate over the
previous five days on which SONIA 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) to
the Bank Rate; or
(2) subject to Condition 3(h), if such Bank Rate is not
available, the SONIA rate published on the Relevant Screen Page (or
otherwise published by the relevant authorised distributors) for
the first preceding Business Day on which the SONIA rate was
published on the Relevant Screen Page (or otherwise published by
the relevant authorised distributors),
and in each case, "r" shall be interpreted accordingly;
1.2.2 The following provision shall be added as a new Condition 3(h) (Benchmark Replacement):
(h) Benchmark replacement
Notwithstanding the provisions above in this Condition 3 but
subject to Condition 3(b)(B)(1) above taking precedence, if the
Issuer (in consultation, to the extent practicable, with the
Calculation Agent) determines that a Benchmark Event has occurred
or considers that there may be a Successor Rate, in either case,
when any Rate of Interest (or the relevant component part thereof)
remains to be determined by reference to a Reference Rate, then the
following provisions shall apply:
(A) the Issuer shall use reasonable endeavours to appoint an
Independent Adviser to determine a Successor Rate or,
alternatively, if the Independent Adviser determines that there is
no Successor Rate, an Alternative Reference Rate no later than 3
Business Days prior to the Reset Determination Date or Interest
Determination Date (as applicable) relating to the next succeeding
Reset Period or Interest Period (as applicable) (the "IA
Determination Cut-off Date") for purposes of determining the Rate
of Interest applicable to the Notes for all future Reset Periods or
Interest Periods (as applicable) (subject to the subsequent
operation of this Condition 3(h));
(B) if the Issuer is unable to appoint an Independent Adviser,
or the Independent Adviser appointed by it fails to determine a
Successor Rate or an Alternative Reference Rate prior to the IA
Determination Cut-off Date in accordance with subparagraph (A)
above, then the Issuer (in consultation, to the extent practicable,
with the Calculation Agent and acting in good faith) may determine
a Successor Rate or, if the Issuer determines that there is no
Successor Rate, an Alternative Reference Rate for purposes of
determining the Rate of Interest applicable to the Notes for all
future Reset Periods or Interest Periods (as applicable) (subject
to the subsequent operation of this Condition 3(h) in the event of
a further Benchmark Event affecting the Successor Rate or
Alternative Reference Rate); provided, however, that if this
subparagraph (B) applies and the Issuer is unable or unwilling to
determine a Successor Rate or an Alternative Reference Rate prior
to the Reset Determination Date or Interest Determination Date (as
applicable) relating to the next succeeding Reset Period or
Interest Period (as applicable) in accordance with this
subparagraph (B) (and for the avoidance of doubt, shall apply to
only such Reset Period or Interest Period (as applicable)), the
Rate of Interest applicable to such Reset Period or Interest Period
shall be equal to the Rate of Interest last determined in relation
to the Notes in respect of a preceding Reset Period or Interest
Period as applicable (which may be the Initial Rate of Interest)
(though substituting, where a different Margin is to be applied to
the relevant Reset Period or Interest Period from that which
applied to the last preceding Reset Period or Interest Period for
which the Rate of Interest was determined, the Margin relating to
the relevant Reset Period or Interest Period, in place of the
Margin relating to that last preceding Reset Period or Interest
Period);
(C) if a Successor Rate or an Alternative Reference Rate is
determined in accordance with the preceding provisions, such
Successor Rate or Alternative Reference Rate (as applicable) shall
be the Reference Rate for all future Reset Periods or Interest
Periods (as applicable) (subject to the subsequent operation of
this Condition 3(h) in the event of a further Benchmark Event
affecting the Successor Rate or Alternative Reference Rate);
(D) if the Independent Adviser (in consultation with the Issuer)
or (if the Issuer is unable to appoint an Independent Adviser, or
the Independent Adviser appointed by it fails to determine whether
an Adjustment Spread should be applied) the Issuer determines that
an Adjustment Spread should be applied to the relevant Successor
Rate or the relevant Alternative Reference Rate (as applicable) and
determines the quantum of, or a formula or methodology for
determining, such Adjustment Spread, then such Adjustment Spread
shall be applied to such Successor Rate or Alternative Reference
Rate (as applicable). If the Independent Adviser or the Issuer (as
applicable) is unable to determine, prior to the Reset
Determination Date or Interest Determination Date (as applicable)
relating to the next succeeding Reset Period or Interest Period (as
applicable), the quantum of, or a formula or methodology for
determining, such Adjustment Spread, then such Successor Rate or
Alternative Reference Rate (as applicable) will apply without an
Adjustment Spread;
(E) if the Independent Adviser or the Issuer (as the case may
be) determines a Successor Rate or an Alternative Reference Rate
or, in each case, any Adjustment Spread, in accordance with the
above provisions, the Independent Adviser or the Issuer may also,
following consultation, to the extent practicable, with the
Calculation Agent, specify changes to the Day Count Fraction,
Relevant Screen Page, Business Day Convention, Business Days, Reset
Determination Date, Interest Determination Date, Interest Payment
Dates and/or the definition of Mid-Swap Floating Leg Benchmark
Rate, Reference Rate or Adjustment Spread applicable to the Notes
(and in each case, related provisions and definitions), and the
method for determining the fallback rate in relation to the Notes,
in order to follow market practice in relation to such Successor
Rate or Alternative Reference Rate (as applicable), which changes
shall apply to the Notes for all future Reset Periods or Interest
Periods (as applicable) (subject to the subsequent operation of
this Condition 3(h). Subject as provided in the Trust Deed, the
Trustee shall, at the direction and expense of the Issuer, but
subject to receipt by the Trustee of a certificate signed by two
directors or two authorised signatories of the Issuer pursuant to
Condition 3(h)(F), and without any requirement for the consent or
approval of the Noteholders or the Couponholders, be obliged to
concur with the Issuer in using its reasonable endeavours to effect
such consequential amendments to the Trust Deed, the Agency
Agreement and these Terms and Conditions (including, inter alia, by
the execution of a deed supplemental to/amending the Trust Deed) as
may be required in order to give effect to this Condition 3(h) and
the Trustee shall not be liable to any party for any consequences
thereof (provided, however, that the Trustee shall not be obliged
to agree to any such consequential amendments if the same would, in
the sole opinion of the Trustee, impose more onerous obligations
upon it or expose it to any additional duties, responsibilities or
liabilities or reduce, or amend its rights and/or the protective
provisions afforded to it in any document to which it is a party).
An Independent Adviser appointed pursuant to this Condition 3(h)
shall act in good faith and (in the absence of bad faith, gross
negligence and wilful misconduct) shall have no liability
whatsoever to the Issuer, the Trustee, the Agent, the Calculation
Agent or the Noteholders for any determination made by it or for
any advice given to the Issuer in connection with any determination
made by the Issuer pursuant to this Condition 3(h). No Noteholder
consent shall be required in connection with effecting the
Successor Rate or the Alternative Reference Rate (as applicable),
any Adjustment Spread or such other changes, including for the
execution of any documents, amendments or other steps by the
Issuer, the Trustee, the Calculation Agent or the Agent (if
required); and
(F) the Issuer shall promptly following the determination of any
Successor Rate, Alternative Reference Rate or Adjustment Spread
give notice thereof and of any changes pursuant to subparagraph (E)
above to the Trustee, the Agent and the Noteholders. No later than
notifying the Trustee of the same, the Issuer shall deliver to the
Trustee a certificate signed by two directors or two authorised
signatories of the Issuer confirming (i) that a Benchmark Event has
occurred or that there is a Successor Rate, (ii) the Successor Rate
or Alternative Reference Rate (as applicable), (iii) where
applicable, any Adjustment Spread and (iv) where applicable, the
terms of any changes pursuant to subparagraph (E) above. The
Trustee shall be entitled to rely on such certificate (without
enquiry or liability to any person, irrespective of whether any
such modification is or may be materially prejudicial to the
interests of any such person) as sufficient evidence thereof. The
Successor Rate or Alternative Reference Rate (as applicable), where
applicable, any Adjustment Spread and, where applicable, any such
other relevant changes pursuant to this Condition 3(h) specified in
such certificate will (in the absence of manifest error and
without prejudice to the Trustee's ability to rely on such
certificate as aforesaid) be binding on the Issuer, the Trustee,
the Paying Agents, the Calculation Agent, the Noteholders and the
Couponholders.
For the purposes of this Condition 3(h):
"Adjustment Spread" means a spread (which may be positive or
negative) or formula or methodology for calculating a spread, which
the Independent Adviser (in consultation with the Issuer) or the
Issuer (as applicable), determines should be applied to the
relevant Successor Rate or the relevant Alternative Reference Rate
(as applicable), as a result of the replacement of the relevant
Reference Rate with the relevant Successor Rate or the relevant
Alternative Reference Rate (as applicable), and is the spread,
formula or methodology which:
(i) in the case of a Successor Rate, is recommended in relation
to the replacement of the Reference Rate with the Successor Rate by
any Relevant Nominating Body;
(ii) in the case of a Successor Rate for which no such
recommendation has been made or in the case of an Alternative
Reference Rate, the Independent Adviser (in consultation with the
Issuer) or the Issuer (as applicable) determines is recognised or
acknowledged as being in customary market usage for the purposes of
determining floating rates of interest in respect of bonds
denominated in the Specified Currency, where such rate has been
replaced by such Successor Rate or Alternative Reference Rate (as
applicable); or
(iii) if no such customary market usage is recognised or
acknowledged, the Independent Adviser in its discretion (in
consultation with the Issuer) or the Issuer in its discretion (as
applicable) determines (acting in good faith) to be
appropriate;
"Alternative Reference Rate" means the reference rate (and
related alternative screen page or source, if available) that the
Independent Adviser or the Issuer (as applicable) determines has
replaced the relevant Reference Rate in customary market usage for
the purposes of determining floating rates of interest in respect
of bonds denominated in the Specified Currency or, if the
Independent Adviser or the Issuer (as applicable) determines that
there is no such rate, such other rate as the Independent Adviser
or the Issuer (as applicable) determines, each in its own
discretion, acting in good faith, is most comparable to the
relevant Reference Rate;
"Benchmark Event" means:
(i) the relevant Reference Rate has ceased to be published on
the Relevant Screen Page as a result of such benchmark ceasing to
be calculated or administered; or
(ii) a public statement by the administrator of the relevant
Reference Rate that (in circumstances where no successor
administrator has been or will be appointed that will continue
publication of such Reference Rate) it has ceased, or it will, by a
specified future date, cease, publishing such Reference Rate
permanently or indefinitely; or
(iii) a public statement by the supervisor of the administrator
of the relevant Reference Rate that such Reference Rate has been or
will, by a specified future date, be permanently or indefinitely
discontinued; or
(iv) a public statement by the supervisor of the administrator
of the relevant Reference Rate that means that such Reference Rate
will, by a specified future date, be prohibited from being used or
that its use will, by a specified future date, be subject to
restrictions or adverse consequences; or
(v) a public statement by the supervisor of the administrator of
the relevant Reference Rate that, in the view of such supervisor,
such Reference Rate is or will, by a specified future date, be no
longer representative of an underlying market; or
(vi) it has or will become unlawful for the Calculation Agent or
the Issuer to calculate any payments due to be made to any
Noteholder using the relevant Reference Rate (including, without
limitation, under the Benchmark Regulation (EU) 2016/1011, as
amended or replaced by any successor regulation applicable in the
UK , if applicable),
provided that, notwithstanding the subparagraphs above, where
the relevant Benchmark Event is a public statement within
subparagraphs (ii), (iii), (iv) or (v) above and the relevant
specified future date in the public statement is more than six
months after the date of that public statement, the Benchmark Event
shall not be deemed to occur until the date falling six months
prior to such specified future date;
"Independent Adviser" means an independent financial institution
of international repute or other independent financial adviser
experienced in the international capital markets, in each case
appointed by the Issuer at its own expense;
"Relevant Nominating Body" means, in respect of a reference
rate:
(i) the central bank, reserve bank, monetary authority or any
similar institution for the currency to which such reference rate
relates, or any other central bank or other supervisory authority
which is responsible for supervising the administrator of such
reference rate; or
(ii) any working group or committee sponsored by, chaired or
co-chaired by or constituted at the request of (a) the central
bank, reserve bank, monetary authority or any similar institution
for the currency to which such reference rate relates, (b) any
central bank or other supervisory authority which is responsible
for supervising the administrator of such reference rate, (c) a
group of the aforementioned central banks or other supervisory
authorities, (d) the International Swaps and Derivatives
Association, Inc. or any part thereof, or (e) the Financial
Stability Board or any part thereof;
"Successor Rate" means the reference rate (and related
alternative screen page or source, if available) that the
Independent Adviser or the Issuer (as applicable) determines is a
successor to or replacement of the relevant Reference Rate (for the
avoidance of doubt, whether or not such Reference Rate has ceased
to be available) which is recommended by any Relevant
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END
MSCZFLFFXBLZFBX
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October 11, 2023 10:45 ET (14:45 GMT)
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