REG - Canary Wharf Fin II - Notice to Noteholders of Result of Meetings

BarclaysAnnouncement

30/11/2021 13:45

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RNS Number : 0598U  Canary Wharf Finance II PLC  30 November 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON IN OR
INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE
THIS DOCUMENT.

Notice to Noteholders of Result of EACH Meeting

To the holders of the outstanding notes listed in the table below

(together, the "Notes" and each a "Series")

 issued by Canary Wharf Finance II plc:

 

 Description of Notes                                                             ISIN

 £240,000,000 Class Al 6.455% First Mortgage Debentures due October 2033 (the     XS0112279616
 "First Issue Class Al Notes"), £475,000,000 Class Al 6.455% First Mortgage

 Debentures due October 2033 (the "Second Issue Class Al Notes"), £500,000,000
 Class Al 6.455% First Mortgage Debentures due October 2033 (the "Third Issue
 Class Al Notes" and, together with the First Issue Class Al Notes and the
 Second Issue Class Al Notes, the "Class Al Notes")
 £200,000,000 Class A3 5.952% First Mortgage Debentures due October 2037 (the     XS0130681512
 "Second Issue Class A3 Notes"), £200,000,000 Class A3 5.952% First Mortgage

 Debentures due October 2037 (the "Third Issue Class A3 Notes" and together
 with the Second Issue Class A3 Notes, the "Class A3 Notes")
 £85,000,000 Class B 6.800 per cent. First Mortgage Debentures due October        XS0112281190
 2033 of the Issuer (the "First Issue Class B Notes"), £150,000,000 Class B

 6.800 per cent. First Mortgage Debentures due October 2033 (the "Third Issue
 Class B Notes" and, together with the First Issue Class B Notes, the "Class B
 Notes")

 £222,000,000 Class A7 Floating Rate First Mortgage Debentures due 2037 (the      XS0295171341
 "Class A7 Notes")

 £104,000,000 Class B3 Floating Rate First Mortgage Debentures due 2037 (the      XS0295172075
 "Class B3 Notes")

 £275,000,000 Class C2 Floating Rate First Mortgage Debentures due 2037 (the      XS0295172406
 "Class C2 Notes")

 £125,000,000 Class D2 Floating Rate First Mortgage Debentures due 2037 (the      XS0295172745
 "Class D2 Notes")

 

Unless the context requires otherwise, capitalised terms used but not defined
in this notice have the meanings given to them in the Notices of Meeting (as
defined below).

NOTICE IS HEREBY GIVEN to the holders of the above Notes that, at each Meeting
of such holders held at by teleconference on 30 November 2021, the
Extraordinary Resolution set out in the Notice of Meeting in respect of each
Series (together the "Notices of Meetings") previously notified to Noteholders
in accordance with the terms of the Trust Deed for such Notes was duly
passed.  In addition, the Eligibility Condition in relation to each Series of
the Floating Rate Notes was satisfied at the relevant Meeting for such Series
and so the Supplemental Trust Deed and the Amendment Agreements are to be
executed by the relevant parties thereto and, accordingly, the proposed
amendments described in the Notices of Meeting will take effect on and from
the interest payment date for the Floating Rate Notes falling in January 2022.

For further information, Noteholders should contact Barclays Bank PLC as the
Solicitation Agent (Telephone: +44 20 3134 8515; Attention: Liability
Management Group; Email: eu.lm@barclays.com) or Morrow Sodali Limited as the
Information and Tabulation Agent (Telephone (in London): +44 20 4513 6933;
Telephone (in Hong Kong): +852 2319 4130; Email:
cwg@investor.morrowsodali.com).

As the Floating Rate Notes will be "restricted securities" within the meaning
of Rule 144(a)(3) under the Securities Act, Holders who are: (i) QIBs and U.S.
persons (as defined in Regulation S under the Securities Act) should note that
the Floating Rate Notes may only be offered, sold, pledged or otherwise
transferred (A)(1) to the Issuer; (2) so long as the relevant Note is eligible
for resale pursuant to Rule 144A under the Securities Act, to a person whom
the seller reasonably believes is a QIB that purchases the securities for its
own account or for the account of one or more QIBs and to whom the seller
delivers a notice of the transfer restrictions described in this paragraph;
(3) to a person who is not a U.S. person in an offshore transaction meeting
the requirements of Regulation S under the Securities Act; (4) pursuant to an
exemption from registration under the Securities Act provided by Rule 144
under the Securities Act (if available); (5) pursuant to another available
exemption from the registration requirements under the Securities Act; or (6)
pursuant to an effective registration statement under the Securities Act; and
(B) in accordance with all applicable securities laws of the United States; or
(ii) not U.S. persons or acting for the account or benefit of U.S. persons (in
each case as defined in Regulation S under the Securities Act) should note
that, until the expiry of the period of 40 days after the date the relevant
proposed amendments to the terms of the Floating Rate Notes become effective,
sales may not be made in the United States or to U.S. persons unless made: (I)
outside the United States pursuant to Rule 903 and 904 of Regulation S; or
(II) to QIBs and in transactions pursuant to Rule 144A under the Securities
Act.

DISCLAIMER: Nothing in this notice constitutes or contemplates an offer of, an
offer to purchase or the solicitation of an offer to sell any security in any
jurisdiction. The distribution of this notice in certain jurisdictions may be
restricted by law, and persons into whose possession this notice comes are
requested to inform themselves about, and to observe, any such restrictions.

This notice is given by

CANARY WHARF FINANCE II PLC

 

30 November 2021

 

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