TIDM60JC
RNS Number : 3550L
Signum Finance II Plc
08 January 2016
Dated: 8 January 2016
NOTICE
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
Signum Finance II Plc (the "Issuer")
Signum Finance II Plc Series: 2015-01 EUR 90,500,000 Variable
Coupon Notes due 2038 (ISIN: XS1235186084) issued by the Issuer
pursuant to the Drawdown Deed dated 17 June 2015 (the "Notes")
The Issuer wishes to announce that it has received Noteholder
consent to make certain modifications (the "Modifications") to (i)
the Additional Conditions of the Notes, (ii) the Drawdown Deed,
(iii) the Swap, (iv) the CSA and (v) the Global Certificate
pursuant to a Deed of Modification dated 18 December 2015 (the
"Deed of Modification").
The Modifications set out in the Deed of Modification were made
in order to effect the following:
(i) the sale of EUR 23,611,000 in principal amount of the EUR
6,000,000,000 4.00 per cent. Buoni del Tesoro Poliennali due 2037
issued by Republic of Italy (the "Sold Initial Assets") for EUR
30,001,013.04 (the "Sale Proceeds"), and
(ii) to swap the Sale Proceeds with the Swap Counterparty for
GBP 21,029,192.61 and to use such moneys to acquire GBP 20,560,000
in principal amount of the GBP 750,000,000 4.375 per cent. Notes
due 2038 issued by Standard Chartered PLC ("Asset 2"), which will
act as additional Assets in respect of the Notes.
Copies of the Deed of Modification are available at the
registered office of the Issuer. For ease of review, the form of
the Deed of Modification is set out in the Schedule hereto.
The Modifications became effective on 17 December 2015.
Unless otherwise defined, terms used in this notice shall have
the same meanings given to them in the Deed of Modification.
This notice is given by the Issuer.
SCHEDULE
FORM OF DEED OF MODIFICATION
Date: 18 December 2015
Issuer: SIGNUM FINANCE II PLC
"MAJOR"
Multi-Jurisdiction Repackaging Note
Programme
arranged by
Goldman Sachs International
DEED OF MODIFICATION
Series: 2015-01 EUR 90,500,000 Variable Coupon
Notes due 2038
Goldman Sachs International
Part I Parties, Execution, Account Details and Elections
This Deed of Modification is executed as a deed and delivered by
the Issuer and the Trustee and executed as a contract under hand by
the other Transaction Counterparties and the Additional Party on
the date stated at the beginning of this deed:
Issuer
----------------------------------------------------------
Issuer SIGNED AND DELIVERED AS A DEED
For and on behalf of
SIGNUM FINANCE II PLC
By its lawfully appointed
attorney
By:
Witnessed by:
----------------------- ---------------------------------
Transaction Counterparties
----------------------------------------------------------
Trustee THE COMMON SEAL OF )
DEUTSCHE TRUSTEE COMPANY )
LIMITED )
was affixed )
in the presence of: )
Associate Director:
Associate Director:
Address: Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
----------------------- ---------------------------------
Principal Paying DEUTSCHE BANK AG, ACTING THROUGH
Agent and Custodian ITS LONDON BRANCH
By:
----------------------- ---------------------------------
Registrar, Paying DEUTSCHE BANK LUXEMBOURG S.A.
Agent and Transfer By:
Agent
----------------------- ---------------------------------
Arranger, Dealer, GOLDMAN SACHS INTERNATIONAL
Calculation Agent, By:
Disposal Agent,
Process Agent
and Swap Counterparty
----------------------- ---------------------------------
Additional Party
----------------------------------------------------------
Asset Purchaser GOLDMAN SACHS INTERNATIONAL
By:
----------------------- ---------------------------------
Part II Background
(A) The Issuer and the Programme Counterparties specified
therein executed a programme deed with a Programme Date of 28 March
2014 (the "Programme Deed") by which each has become a party to the
"MAJOR" Multi-Jurisdiction Repackaging Note Programme arranged by
Goldman Sachs International (the "Programme") in the capacities set
out therein.
(B) Pursuant to a drawdown deed dated 17 June 2015 and made
between the Issuer and the Transaction Counterparties (the
"Drawdown Deed") supplemental to the Programme Deed, the Issuer has
constituted and issued its Series 2015-01 EUR 90,500,000 Variable
Coupon Notes due 2037 (the "Notes") on the terms set out in the
prospectus relating to the Notes (the form of which is set out in
the Drawdown Deed) (the "Prospectus").
(C) At the request of the holder of 100 per cent. of the
principal amount of the Notes outstanding, the Issuer has resolved
(subject to any net settlement arrangements agreed between the
Issuer and Goldman Sachs International) as follows:
(i) to sell EUR 23,611,000 in principal amount of the EUR
6,000,000,000 4.00 per cent. Buoni del Tesoro Poliennali due 2037
issued by Republic of Italy (the "Sold Initial Assets") for EUR
30,001,013.04 (the "Sale Proceeds"),
(ii) to swap the Sale Proceeds with the Swap Counterparty for
GBP 21,029,192.61 and to use such moneys to acquire GBP 20,560,000
in principal amount of the GBP 750,000,000 4.375 per cent. Notes
due 2038 issued by Standard Chartered PLC ("Asset 2"), which will
act as additional Assets in respect of the Notes.
(D) In order to effect such sale and purchase and the
consequential modifications to the Conditions and the Transaction
Agreements as set out in Part III below (the "Modifications"), the
Issuer and the Transaction Counterparties have resolved to enter
into this Deed of Modification.
(E) The holder holding in aggregate 100 per cent. of the
principal amount of the Notes for the time being outstanding has
given and not withdrawn its consent to the Modifications being
effected by this Deed of Modification and has directed the Trustee
to enter into this Deed of Modification.
(F) The parties have agreed that this Deed of Modification will
become effective upon receipt by the Trustee of evidence of the
beneficial ownership of the Notes.
(G) The Asset Purchaser is party to this Deed of Modification
solely for the purposes of Clause 3 and it has no rights or
obligations arising under any other provision of this Deed of
Modification, provided that it shall be bound by and have the
benefit of Clause 7.
Part III Modification
1 DEFINITIONS
1.1 Definitions: Capitalised terms used but not defined in this
Part III of this Deed of Modification have the meanings given to
them in the Conditions.
1.2 Additional Definitions: For the purposes of this Deed of Modification only:
"Conditions" means the terms and conditions of the Notes,
comprised of the Base Conditions set out in the Programme Deed as
amended and supplemented by the Additional Conditions set out in
the Global Certificate.
"Modification Effective Date" means 17 December 2015.
"Purchase Date" means 17 December 2015.
"Sale Date" means 17 December 2015.
1.3 Incorporation by Reference: Unless otherwise provided, the
terms of the Programme Deed as supplemented by the Drawdown Deed
apply to this Deed of Modification as if they were set out in full
and the Drawdown Deed shall be read and construed as modified by
this Deed of Modification. In the event of any inconsistency
between definitions in the Programme Deed and definitions in this
Deed of Modification, the definitions in this Deed of Modification
will govern. References in the Conditions to the "Trust Deed" shall
be deemed to include this Deed of Modification.
2 CONSENTS
2.1 The Trustee confirms that it has received (i) evidence of
the beneficial ownership of the Notes and (ii) an executed copy of
the consent of the holder of 100 per cent. in aggregate principal
amount of the Notes outstanding to the modifications set out
herein.
2.2 By executing this Deed of Modification, the Transaction
Counterparties consent to the modifications set out herein.
2.3 The Trustee is acting solely at the direction of the holder
of 100 per cent. in aggregate principal amount of the Notes
outstanding, being a Written Resolution, and each party hereto
(other than the Trustee) acknowledges that the Trustee enters into
this Deed of Modification at the direction of such Noteholder and
agrees that the Trustee shall incur no liability for acting on such
Written Resolution nor incur any liability in respect of acting in
accordance therewith (including, for the avoidance of doubt, any
liability under, or as a result of its execution of this Deed of
Modification) except to the extent that such liability arises from
the Trustee's gross negligence, fraud or wilful default and then
only if and to the extent the Trustee has not acted in accordance
with the authorisation and direction given by such Written
Resolution.
3 AGREEMENT TO SELL AND PURCHASE
3.1 Sale of the Sold Initial Assets: Subject to the terms and
conditions of this Deed of Modification, on the Sale Date, the
Asset Purchaser shall purchase the Sold Initial Assets from the
Issuer at a price equal to the sum of the Sale Proceeds.
January 08, 2016 11:37 ET (16:37 GMT)
(a) The Issuer confirms that it has made arrangements for Asset
2 to be delivered to the Custodian on the date of this Deed to be
held in accordance with the covenant of the Custodian set out in
Clause 8.2 of the Drawdown Deed.
(b) To the extent not already subject to the Security Interests
constituted, created, evidenced or conferred by the Trust Deed, the
Issuer with full title guarantee and as continuing security in
favour of the Trustee as trustee for itself and the Secured Parties
(i) charges by way of first fixed charge Asset 2 and all
Transaction Amounts and (ii) assigns by way of security its Series
Rights. The Security Interests created under this Deed of
Modification shall be held by the Trustee in accordance with the
terms of the Trust Deed.
6 Global CERTIFICATE
The Principal Paying Agent shall procure the amendment of the
Global Certificate to reflect the Modifications. For the avoidance
of doubt, the parties to this Deed of Modification agree that such
amendment may be effected by affixing a copy of this Deed of
Modification to the Global Certificate.
7 MISCELLANEOUS
7.1 Limited Recourse and Governing Law: For the avoidance of
doubt, the Limited Recourse and Governing Law provisions contained
in the Conditions and the Programme Deed as supplemented by the
Drawdown Deed apply to this Deed of Modification as if set out in
full.
7.2 Counterparts: This Deed of Modification may be executed in
any number of counterparts in which case this Deed of Modification
will be as effective as if all the signatories or seals on the
counterparts were on a single copy of this Deed of
Modification.
7.3 Contracts (Rights of Third Parties) Act 1999: A person who
is not a party to this Deed of Modification has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Deed of Modification.
7.4 Trustee's Liability: The Trustee is acting solely at the
direction of the holder of 100 per cent. of the Notes outstanding,
being a Written Resolution, and each party hereto (other than the
Trustee) acknowledges that the Trustee enters into this Deed of
Modification at the direction of such Noteholder and agrees that
the Trustee shall incur no liability for acting on such Written
Resolution nor incur any liability in respect of acting in
accordance therewith (including, for the avoidance of doubt, any
liability under, or as a result of its execution of this Deed of
Modification), except to the extent that such liability arises from
the Trustee's gross negligence, fraud or wilful default and then
only if and to the extent the Trustee has not acted in accordance
with the authorisation and direction given to the Trustee by such
Written Resolution.
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
ISESSIFMAFMSEDF
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January 08, 2016 11:37 ET (16:37 GMT)
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