TIDM10NG TIDM55MJ
RNS Number : 6842M
TSB Bank PLC
12 May 2020
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN
REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN,
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT.
12 May 2020
TSB BANK PLC
(incorporated in Scotland with limited liability under
registered number SC095237)
Legal Entity Identifier (LEI: 549300XP222MV7P3CC54)
(the "Issuer")
NOTICE
to the holders of the
GBP500,000,000 Series 2017-1 Floating Rate Covered Bonds due
December 2022 (ISIN: XS1729158508)
(the Series 2017-1 Covered Bonds, and the holders thereof, the
Covered Bondholders) of the Issuer presently outstanding.
The Issuer has today given a Notice of Meeting in respect of the
Series 2017-1 Covered Bonds for the purpose of soliciting a consent
to the modification of the terms and conditions thereof and
consequential or related amendments to the transaction documents
thereof such that the existing Sterling LIBOR interest basis of the
Series 2017-1 Covered Bonds is replaced by a Compounded Daily SONIA
interest basis, as proposed by the Issuer (the "Proposal") for
approval by extraordinary resolution of the Covered Bondholders of
the Series 2017-1 Covered Bonds, all as further described in the
consent solicitation memorandum dated 12 May 2020 (the "Consent
Solicitation Memorandum").
1. Notice of meeting in respect of the series 2017-1 covered bonds
To view the Notice of Meeting, please paste the following URL
into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/6842M_1-2020-5-12.pdf
2. Indicative timetable for the consent solicitation
This is an indicative timetable showing one possible outcome for
the timing of the Consent Solicitation based on the dates in the
Consent Solicitation Memorandum and assuming that the Meeting is
not adjourned. This timetable is subject to change and dates and
times may be extended or amended by the Issuer in accordance with
the terms of the Consent Solicitation as described in the Consent
Solicitation Memorandum. Accordingly, the actual timetable may
differ significantly from the timetable below.
Date/Time Action
12 May 2020 1. Notice of the Meeting to be delivered to the Clearing Systems.
(At least 21 clear Release of Notice through the regulatory news service of the London Stock Exchange.
days before the
Meeting)
Copies of the Consent Solicitation Memorandum to be available from the Tabulation Agent and
the Covered Bondholder Information (as defined in the Notice) to be available for inspection
on the website of the Issuer (https://www.tsb.co.uk/investors/debt-investors/) (the Issuer's
Website). From this date, Covered Bondholders may arrange for Series 2017-1 Covered Bonds
in their accounts with Clearstream, Luxembourg and/or Euroclear to be blocked in such accounts
and held to the order and under the control of the Principal Paying Agent in order to obtain
voting certificates or give valid Consent Instructions or Ineligible Holder Instructions,
to the Tabulation Agent.
The Notice is deemed to be served to the Covered Bondholders on 12 May 2020.
By 4 p.m. (London 2. Expiration Deadline.
time) (5 p.m. CET) Final time by which Covered Bondholders have arranged for:
on 29 May 2020 (i) obtaining a voting certificate from the Principal Paying Agent to attend (via
(At least 48 hours teleconference)
before the and vote at the Meeting; or
Meeting) (ii) receipt by the Tabulation Agent of valid Consent Instructions or Ineligible Holder
Instructions
in accordance with the procedures of Clearstream, Luxembourg and/or Euroclear.
3. Final time by which Covered Bondholders have given notice to (in the limited circumstances
in which such revocation is permitted) the Tabulation Agent (via the relevant Clearing
Systems)
of any intended revocation of, or amendment to, Consent Instructions or Ineligible Holder
Instructions previously given by them.
10 a.m. (London 4. COVERED BONDHOLDERS' MEETING HELD
time) (11 a.m. The initial Meeting will commence at 10 a.m. (London time) (11 a.m. CET).
CET)
on 3 June 2020
If the Extraordinary Resolution is passed at the Meeting:
As soon as 5. Announcement of the results of the Meeting and, if the Extraordinary Resolution is passed,
reasonably satisfaction (or not) of the Eligibility Condition.
practicable after Delivery of notice of such results to Euroclear and Clearstream, Luxembourg for communication
the Meeting to their account holders and an announcement released on the regulatory news service of the
London Stock Exchange.
At or around 2 p.m. 6. Pricing Time and Pricing Date
(London time) (3 If the Extraordinary Resolution is passed at the initial Meeting (or at a subsequent adjourned
p.m. CET) meeting) and the Eligibility Condition is satisfied, Solicitation Agent to calculate the
on 3 June 2020 Adjusted
(Pricing Date) Margin and LIBOR vs SONIA Interpolated Basis.
A pricing announcement will be sent to Covered Bondholders as soon as practicable following
the Pricing Time on the Pricing Date.
8 June 2020 7. If the Extraordinary Resolution is passed at the initial Meeting (or at a subsequent adjourned
meeting) and the Eligibility Condition is satisfied, the modifications to the Conditions of
the Series 2017-1 Covered Bonds described in this Consent Solicitation Memorandum will be
implemented with effect on and from 8 June 2020 (the Effective Date, except where there is
an adjournment of the Meeting, in which case the Effective Date will be the first Interest
Payment Date following the satisfaction of the Consent Conditions (subject to the Consent
Solicitation not having being terminated).
(Effective Date)
Covered Bondholders are advised to check with any bank,
securities broker or other intermediary through which they hold
Series 2017-1 Covered Bonds when such intermediary would require to
receive instructions from a Covered Bondholder in order for that
Covered Bondholder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Consent Solicitation before the
deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of
Electronic Voting Instructions will be earlier than the relevant
deadlines specified above.
Until the Extraordinary Resolution is passed and the Eligibility
Condition has been satisfied, no assurance can be given that the
Proposal will take effect. If a quorum is not achieved at the
initial Meeting or the quorum is achieved and the Extraordinary
Resolution is passed but the Eligibility Condition is not
satisfied, the initial Meeting may be adjourned for not less than
14 clear days nor more than 24 clear days and any such adjourned
Meeting of Covered Bondholders will be held at such time as will be
notified to the Covered Bondholders in the notice of adjourned
Meeting.
If the initial Meeting is adjourned for want of quorum, the
Issuer may elect to terminate the Consent Solicitation prior to the
adjourned Meeting with the result that the Covered Bond Proposal is
not adopted.
Rating Agencies
Copies of the draft Amended and Restated Series 2017-1 Final
Terms, the Supplemental Trust Deed, the Intercompany Loan Agreement
Supplement, the Supplemental Agency Agreement and the Series 2017-1
Swap Amendment Agreement (together the Amendment Documents), as
referred to in the Extraordinary Resolution above, have been
reviewed by Moody's Investors Service Limited (Moody's). Moody's
have, based on the information provided to them, raised no comments
in respect of the draft Amendment Documents.
No consent fee will be payable in connection with the
Proposals.
Capitalised terms used but not defined herein shall have the
meanings set out in the Consent Solicitation Memorandum.
Further information relating to the Consent Solicitation can be
obtained directly from the Solicitation Agent and the Tabulation
Agent:
Lloyds Bank Corporate Markets plc Lucid Issuer Services Limited
10 Gresham Street Tankerton Works
London EC2V 7AE 12 Argyle Walk
United Kingdom London WC1H 8HA
Telephone: +44 20 7158 1719/1726 United Kingdom
Attention: Liability Management Group Telephone: +44 20 7704 0880
Email: liability.management@lloydsbanking.com Attention: David Shilson
Email:tsb@lucid-is.com
DISCLAIMER: This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to the consent
solicitation. If any Covered Bondholder is in any doubt as to the
action it should take, it is recommended to seek its own financial
advice, including as to any tax consequences, from its stockbroker,
bank manager, solicitor, accountant, independent financial adviser
authorised under the Financial Services and Markets Act 2000, as
amended (if in the United Kingdom) or other appropriately
authorised financial adviser. Any individual or company whose
Series 2017-1 Covered Bonds are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must
contact such entity if it wishes to participate in the consent
solicitation.
The distribution of the Consent Solicitation Memorandum in
certain jurisdictions may be restricted by law. Persons into whose
possession the Consent Solicitation Memorandum comes are required
by the Issuer, the LLP, the Solicitation Agent and the Tabulation
Agent to inform themselves about, and to observe, any such
restrictions.
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
MSCATMATMTJBBJM
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