REG - Co-Operative Bk Fin. Co-Operative Bank Co-operative Bk Hldg - Notice of Issuer Substitution

Bank Of New York MellonAnnouncement

06/11/2023 12:15

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RNS Number : 5037S  Co-Operative Bank Finance PLC (The)  06 November 2023

The Co-operative Bank Finance p.l.c.

6 November 2023

Notice of Issuer Substitution

to the holders of the

£200,000,000 Fixed Rate Reset Callable Notes due 2025 (ISIN XS2263766078, the
"2025 Notes")

£250,000,000 Fixed Rate Reset Callable Notes due 2027 (ISIN XS2464403877, the
"2027 Notes")

£200,000,000 Fixed Rate Reset Callable Notes due 2028 (ISIN XS2606337082, the
"2028 Notes") and

£200,000,000 Fixed Rate Reset Callable Subordinated Tier 2 Notes due 25 April
2029 (ISIN XS1986325972, the "2029 Notes" and together with the 2025 Notes,
the 2027 Notes and the 2028 Notes, the "Notes")

NOTICE IS HEREBY GIVEN that, with effect from 6 November 2023, The
Co-operative Bank Holdings Limited (the "New Issuer") has been substituted in
place of The Co-operative Bank Finance p.l.c. (the "Existing Issuer") as the
principal debtor under, and issuer of, the Notes (the "Substitution").

The Substitution has been implemented pursuant to Clause 21 (Substitution) of
the Trust Deed relating to the 2025 Notes, 2027 Notes and 2028 Notes and
Clause 22 (Substitution) of the Trust Deed relating to the 2029 Notes. To
effect the Substitution, the Existing Issuer, New Issuer and Law Debenture
Trust Corporation p.l.c. (as trustee of each series of Notes) (the "Trustee")
entered into a supplemental trust deed dated 2 November 2023 (the
"Supplemental Trust Deed") and the Existing Issuer, New Issuer, the Trustee,
and The Bank of New York Mellon, London Branch (as principal paying agent of
each series of Notes) and The Bank of New York Mellon S.A./N.V., Dublin Branch
(as registrar in respect of the 2029 Notes) and The Bank of New York Mellon
S.A./N.V., Luxembourg Branch (as registrar in respect of the 2028 Notes, the
2027 Notes and the 2025 Notes) entered into a supplemental agency agreement
dated 2 November 2023 (the "Supplemental Agency Agreement") .

A copy of each of the Supplemental Trust Deed and the Supplemental Agency
Agreement is available from the website of the New Issuer at
https://www.co-operativebank.co.uk/investorrelations
(https://www.co-operativebank.co.uk/investorrelations) . In addition, further
information in relation to the New Issuer can be found in its 2022 Annual
Report, available at
https://www.co-operativebank.co.uk/about-us/investor-relations/financial-results
(https://www.co-operativebank.co.uk/about-us/investor-relations/financial-results)
.

Background

The New Issuer is the direct parent of the Existing Issuer and is the ultimate
holding company of The Co-operative Bank p.l.c. and its subsidiaries (the New
Issuer and all such subsidiaries are, together, the "Group").

On 6 November 2023, the New Issuer has become the resolution entity of the
Group, replacing the Existing Issuer in such capacity. All future issuances of
own funds instruments and other MREL-eligible instruments are expected to be
issued by the New Issuer. The Substitution has been implemented so that the
Notes (which were already in issuance prior to the change in resolution
entity) become liabilities of the New Issuer.

 

Media enquiries

Dan Chadwick, Head of External Communications: +44 (0) 7724 701 319

Sam Cartwright, Maitland/AMO: +44 (0) 7827 254 561

 

Investor Enquiries

investorrelations@co-operativebank.co.uk
(mailto:investorrelations@co-operativebank.co.uk)

Angela Catlin, Head of Investor Relations

 

The person responsible for arranging the release of this announcement on
behalf of The Co-operative Bank Finance p.l.c. and The Co-operative Bank
p.l.c. is Catherine Green, Company Secretary.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation, inducement or solicitation of any offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction, whether
pursuant to this announcement or otherwise.

The Co-operative Bank p.l.c. LEI: 213800TLZ6PCLYPSR448

The Co-operative Bank Finance p.l.c. LEI: 213800KNE8ER4N9BLF11

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