TIDM91XR TIDMVMUK
RNS Number : 6301J
Clydesdale Bank PLC
24 August 2021
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.
24 August 2021
CLYDESDALE BANK PLC
(incorporated with limited liability in Scotland)
Legal Entity Identifier (LEI): NHXOBHMY8K53VRC7MZ54
(the "Issuer")
NOTICE
to the holders of the
Series 2012-2 GBP700,000,000 4.625 per cent. Regulated Covered
Bonds due June 2026
(ISIN: XS0789991527)
(the Series 2012-2 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 2012-2 Covered Bonds for the purpose of soliciting a consent
to (i) the modification of the Series 2012-2 Covered Bonds and
consequential or related amendments to the transaction documents
for the Series 2012-2 Covered Bonds such that the existing LIBOR
Interest Basis (applicable from (and including) the Final Maturity
Date to (but excluding) the Extended Due for Payment Date) of the
Series 2012-2 Covered Bonds is replaced by a SONIA interest basis,
to implement corresponding changes to the Series 2012-2 Final
Terms, the Series 2012-2 Term Advance and the Series 2012-2 Covered
Bond Swap (each as defined in the Consent Solicitation Memorandum)
in relation to those interest payments and (if applicable) such
consequential or related amendments to the Legacy Clydesdale
Covered Bond Programme (as defined in the Consent Solicitation
Memorandum) as may be required to give effect to such modification
(the SONIA Amendments); and (ii) separately and independently from
the SONIA Amendments, the transfer of the Series 2012-2 Covered
Bonds to the EUR7 billion Clydesdale Bank PLC Global Covered Bond
Programme irrevocably and unconditionally guaranteed by Eagle Place
Covered Bonds LLP (the Series 2012-2 Transfer), as proposed by the
Issuer (the Proposal) for approval by separate extraordinary
resolutions of the Covered Bondholders of the Series 2012-2 Covered
Bonds, all as further described in the consent solicitation
memorandum dated 24 August 2021 (the Consent Solicitation
Memorandum).
1. Notice of meeting in respect of the series 2012-2 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/6301J_1-2021-8-24.pdf
2. Indicative timetable for the consent solicitation
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitation, which will
depend, among other things, on timely receipt (and non-revocation)
of instructions, the rights of the Issuer (where applicable) to
extend, waive any condition of, amend and/or terminate the Consent
Solicitation (other than the terms of the Extraordinary
Resolutions, bringing forward the Expiration Deadline or the time
and date of the Meeting) as described in this Consent Solicitation
Memorandum and the passing of the Extraordinary Resolutions and
satisfaction of the Eligibility Condition at the initial Meeting
for the Series 2012-2 Covered Bonds. Accordingly, the actual
timetable may differ significantly from the timetable below.
Date/Time Action
24 August 2021 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 and the Covered Bondholder Information (as
defined
in the Consent Solicitation Memorandum) to be available from the Tabulation Agent. The
Covered
Bondholder Information to be available for inspection, as indicated, on the website of
the
Issuer at
https://www.virginmoneyukplc.com/investor-relations/debt-investors/global-covered-bonds/g
lobal-covered-bonds-programme
(the Issuer's Website).
From this date, Covered Bondholders may arrange for Series 2012-2 Covered Bonds 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 Principal Paying Agent in order to obtain voting
certificates
or give valid Consent Instructions or Ineligible Holder Instructions to the Tabulation
Agent.
By 4 p.m. (London Transfer Consent Fee Deadline.
time) (5 p.m. CET) Deadline for receipt by the Tabulation Agent of valid Consent Instructions from Eligible
on 7 September 2021 Covered
Bondholders for such Covered Bondholders to be eligible to receive the Transfer Consent
Fee.
Covered Bondholders making such other arrangements or submitting Consent Instructions
after
the Transfer Consent Fee Deadline but prior to the Expiration Deadline (as defined below)
will not be eligible to receive the Transfer Consent Fee.
By 4 p.m. (London Expiration Deadline.
time) (5 p.m. CET) Final time by which Covered Bondholders have arranged for receipt by the Tabulation Agent
on 10 September 2021 of valid Consent Instructions or Ineligible Holder Instructions in accordance with the
(At least 48 hours procedures
before the Meeting) of Clearstream, Luxembourg and/or Euroclear.
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 time) COVERED BONDHOLDERS' MEETING HELD
(11 a.m. CET) The initial Meeting will commence at 10 a.m. (London time) (11 a.m. CET).
on 15 September 2021
If the Extraordinary Resolutions are passed at the Meeting:
As soon as reasonably Announcement of the results of the Meeting and, if the Extraordinary Resolutions are
practicable after the passed,
Meeting satisfaction (or not) of the Eligibility Condition.
Delivery of notice of such results to Euroclear and Clearstream, Luxembourg for
communication
to their account holders and an announcement released on the regulatory news service of
the
London Stock Exchange.
At or around 1 p.m. Determination of Adjusted Margin
(London time) (2 p.m. If the Extraordinary Resolution relating to the SONIA Amendments is passed at the initial
CET) Meeting (or at a subsequent adjourned Meeting) and the Eligibility Condition is
on 15 September 2021 satisfied,
Solicitation Agent to determine the Adjusted Margin, which includes the Adjustment
Spread.
The Adjustment Spread will be the rate specified on Bloomberg Screen "SBP0001M Index" at
1pm
on the day of the initial Meeting (or subsequent adjourned Meeting, as applicable). As at
the date of this Consent Solicitation Memorandum, the rate specified on Bloomberg screen
"SBP0001M
Index" in relation to 1-month Sterling LIBOR has been fixed at 0.0326 per cent., and such
rate (subject to any corrections or adjustments made to such rate by Bloomberg in
accordance
with its rule book) will be the Adjustment Spread.
An announcement will only be sent to Covered Bondholders in relation to the determination
of the Adjusted Margin if the Adjustment Spread differs from that set out above.
Effective Date If either of the Extraordinary Resolutions are 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 2012-2 Covered Bonds described in the Consent Solicitation Memorandum in
relation
to such Extraordinary Resolution will be implemented with effect on and from 22 October
2021
(the date of implementation, the Effective Date). If only the Extraordinary Resolution in
relation to the SONIA Amendments passes and the Eligibility Condition in relation thereto
is satisfied, the Effective Date may be delayed in order to allow requisite amendments to
the Legacy Clydesdale Covered Bond Programme documentation to be completed in order to
effect
the required amendments to the existing terms and conditions of the Series 2012-2 Covered
Bonds.
Transfer Consent Fee No later than the fifth Business Day following the Meeting at which the Extraordinary
Payment Date Resolution
in relation to the Series 2012-2 Transfer passes and the Eligibility Condition in
relation
thereto is satisfied.
Covered Bondholders are advised to check with any Clearing
System, bank, securities broker or other intermediary through which
they hold Series 2012-2 Covered Bonds when such Clearing System or
intermediary would need 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 by 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 an Extraordinary Resolution is passed and the Eligibility
and Consent Conditions are satisfied, and the Amendment Documents
are executed, and subject to there having been no prior termination
of the Consent Solicitation by the Issuer, no assurance can be
given that the Proposal will be implemented in respect of the
Series 2012-2 Covered Bonds. If a quorum is not achieved at the
initial Meeting or the quorum is achieved and the Extraordinary
Resolutions (or either of them) are passed but the Eligibility
Condition in relation thereto is not satisfied, such Meeting shall
be adjourned in relation to one or both of the Extraordinary
Resolutions and the 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. The adjourned Meeting will be
held in accordance with the terms of the Trust Deed and may relate
to one or both of the Extraordinary Resolutions.
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 Proposal is not
adopted.
Rating Agencies
Copies of certain of the draft Amendment Documents, as referred
to in items (b) and (c) of Section 3 ("Form of Notice of Covered
Bondholder Meeting - Documents Available for Inspection") of the
Consent Solicitation Memorandum, have been reviewed by each of
Fitch Ratings Limited (Fitch) and Moody's Investors Service Limited
(Moody's), which provide ratings for the Legacy Clydesdale Covered
Bond Programme. Neither Fitch nor Moody's has, based on the
information provided to them, raised any comments in respect of the
draft Amendment Documents. Further, Fitch and Moody's have each
determined, based on the information provided to them, that the
implementation of the SONIA Amendments and/or the Series 2012-2
Transfer will not, in and of itself and as of this point in time,
result in the downgrade or withdrawal of the ratings currently
assigned to the Series 2012-2 Covered Bonds.
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:
Solicitation Agent Tabulation Agent
Barclays Bank PLC Lucid Issuer Services Limited
5 The North Colonnade Tankerton Works
Canary Wharf 12 Argyle Walk
London E14 4BB London WC1H 8HA
United Kingdom United Kingdom
Telephone: +44 (0)203 134 8515 Telephone: +44 20 7704 0880
Attention: Liability Management Group Attention: Owen Morris / Illia Vyshhenskyi
Email: eu.lm@barclays.com Email: virginmoney@lucid-is.com
Announcement authorised for release by Lorna McMillan, Group
Company Secretary
The information contained within this document is deemed by the
Issuer to constitute inside information as stipulated under the
Regulation (EU) No.596/2014 on market abuse as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018.
Upon the publication of this document via Regulatory Information
Service, this inside information is now considered to be in the
public domain.
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 2012-2 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
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END
MSCSESFSLEFSEIA
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August 24, 2021 06:53 ET (10:53 GMT)
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