TIDM72FP
RNS Number : 9262T
Skipton Building Society
23 July 2020
SKIPTON BUILDING SOCIETY
(incorporated in England and Wales under the Building Societies
Act 1986, as amended)
(the Issuer)
NOTICE OF RESULTS OF ADJUSTED MARGIN
to the holders of those of the:
GBP400,000,000 Floating Rate Series 2018-1 Covered Bonds due May
2023 (ISIN: XS1815379497)
(the Series 2018-1 Covered Bonds, and the holders thereof, the
Series 2018-1 Covered Bondholders) of the Issuer presently
outstanding.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
SERIES 2018-1 COVERED BONDHOLDERS
NOTICE IS HEREBY GIVEN by the Issuer to the Series 2018-1
Covered Bondholders (in accordance with Condition 13 (Notices)) of
the Issuer's intention to effect the Proposed Amendments (as
defined in the Consent Solicitation Memorandum dated 1 July 2020
(the Consent Solicitation Memorandum)) and as approved by the
Series 2018-1 Covered Bondholders on 23 July 2020 to the Series
2018-1 Covered Bonds on the Effective Date (as defined below).
We refer to the Notice to the Series 2018-1 Covered Bondholders
(RNS Number: 7004R) dated 1 July 2020 (the Notice of Covered
Bondholder Meeting), which set forth the Issuer's intention to
amend the Series 2018-1 Covered Bonds and the Notice of Results of
the Series 2018-1 Covered Bondholder meeting (RNS Number: 8914T)
dated 23 July 2020 (the Notice of Results) notifying Series 2018-1
Covered Bondholders that the Proposed Amendments were passed
accordingly.
In accordance with Annex B of the Notice of Covered Bondholder
Meeting (Margin Adjustment), the determination of the LIBOR vs
SONIA Interpolated Basis (Annex B of the Notice of Covered
Bondholder Meeting (Margin Adjustment)) took place at 1 p.m. London
time (the Pricing Time) on 23 July 2020.
Accordingly, the Adjusted Margin has been determined as 0.401
per cent. per annum. The Adjusted Margin was calculated as the sum
of:
(i) 0.31 per cent. (the Margin); plus
(ii) the LIBOR vs SONIA Interpolated Basis being 0.091 per cent.
The Amended and Restated Series 2018-1 Final Terms, the
Supplemental Trust Deed, the Supplemental Agency Agreement and the
Supplemental Intercompany Loan Agreement will become effective on
and from 2 August 2020 (the Effective Date).
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
Further information can be obtained directly from the
Solicitation Agent and the Tabulation Agent:
NatWest Markets Plc Lucid Issuer Services Limited
250 Bishopsgate Tankerton Works
London EC2M 4AA 12 Argyle Walk
United Kingdom London WC1H 8HA
United Kingdom
Telephone: +44 20 7678 5222 Telephone: +44 20 7704 0880
Attention: Liability Management Attention: Arlind Bytyqi
Email: liabilitymanagement@natwestmarkets.com Email: skipton@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 Series 2018-1 Covered Bondholder is in any
doubt as to the action it should take, it is recommended to seek
its own financial advice, including in respect of any tax
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser. Any
individual or company whose Series 2018-1 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 or otherwise participate at the Meeting
(including any adjourned such Meeting). None of the Issuer, the
LLP, the Bond Trustee, the Security Trustee, the Principal Paying
Agent, the Solicitation Agent and the Tabulation Agent expresses
any opinion about the terms of the Consent Solicitation or the
Extraordinary Resolution or makes any recommendation whether Series
2018-1 Covered Bondholders should participate in the Consent
Solicitation or otherwise participate at the Meeting applicable to
them.
SOLICITATION AND DISTRIBUTION RESTRICTIONS
United States
The Consent Solicitation Memorandum and any other documents or
materials relating to the Consent Solicitation are only for
distribution or to be made available to persons who are (i) located
and resident outside the United States and who are not U.S. persons
(as defined in Regulation S under the Securities Act) or acting for
the account or benefit of any U.S. person, (ii) eligible
counterparties or professional clients (each as defined in MiFID
II) and, if applicable and acting on a non-discretionary basis,
persons who are acting on behalf of a beneficial owner that is also
an eligible counterparty or a professional client, in each case in
respect of the Series 2018-1 Covered Bonds and (iii) otherwise
persons to whom the Consent Solicitation can be lawfully made and
that may lawfully participate in the Consent Solicitation (all such
persons Eligible Covered Bondholders).
Neither this Notice nor the Consent Solicitation Memorandum is
an offer of securities for sale in the United States or to any U.S.
person. Securities may not be offered or sold in the United States
absent registration or an exemption from registration. The Series
2018-1 Covered Bonds and the guarantee thereof, have not been, and
will not be, registered under the Securities Act, or the securities
laws of any state or other jurisdiction of the United States, and
may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. persons, unless an exemption from the
registration requirements of the Securities Act is available.
For the purpose of the above paragraphs, United States means the
United States of America, its territories and possessions, any
state of the United States of America and the District of
Columbia.
General
The distribution of this announcement and the Consent
Solicitation Memorandum in certain jurisdictions may be restricted
by law, and persons into whose possession this announcement and/or
the Consent Solicitation Memorandum comes are required to inform
themselves about, and to observe, any such restrictions.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or form part of, and should not be construed
as, an offer for sale or subscription of, or a solicitation of any
offer to buy or subscribe for, any securities of the Issuer or any
other entity. None of the Issuer, the Bond Trustee, the Security
Trustee, the Solicitation Agent, the Tabulation Agent, the
Principal Paying Agent and the LLP will incur any liability for its
own failure or the failure of any other person or persons to comply
with the provisions of any such restrictions.
Each Series 2018-1 Covered Bondholder is solely responsible for
making its own independent appraisal of all matters (including
those relating to the Consent Solicitation, the Series 2018-1
Covered Bonds, the Extraordinary Resolution and the Issuer) as such
Series 2018-1 Covered Bondholder deems appropriate in evaluating,
and each Series 2018-1 Covered Bondholder must make its own
decision as to whether to consent to, the Consent Solicitation or
otherwise participate in the Meeting. The Tabulation Agent, the
Solicitation Agent and the Principal Paying Agent are the agents of
the Issuer and owe no duty to any Series 2018-1 Covered Bondholder,
and do not accept any responsibility for the contents of this
announcement.
This Notice is given by
SKIPTON BUILDING SOCIETY
Dated 23 July 2020
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
MSCUOSURRUUBUAR
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