REG - Clavis Securities - Notice to Noteholders
01/02/2022 15:30
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RNS Number : 3609A Clavis Securities PLC 01 February 2022
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.
CLAVIS SECURITIES PLC
(incorporated with limited liability in England and Wales with registered
number 05778179)
(the Issuer)
announces invitations to all the holders (the Noteholders)
of its outstanding
GBP 125,000,000 Class A3a Notes due 2031 (ISIN: XS0255457706, the Class A3a
Notes)
EUR 181,950,000 Class A3b Notes due 2031 (ISIN: XS0255438748, the Class A3b
Notes)
GBP 12,250,000 Class M1a Notes due 2039 (ISIN: XS0255424441, the Class M1a
Notes)
EUR 45,000,000 Class M1b Notes due 2039 (ISIN: XS0255439043, the Class M1b
Notes)
GBP 24,000,000 Class M2a Notes due 2039 (ISIN: XS0255425414, the Class M2a
Notes)
GBP 2,000,000 Class B1a Notes due 2039 (ISIN: XS0255425927, the Class B1a
Notes)
EUR 16,800,000 Class B1b Notes due 2039 (ISIN: XS0255440728, the Class B1b
Notes)
GBP 8,100,000 Class B2a Notes due 2039 (ISIN: XS0255426818, the Class B2a
Notes)
(together, the Notes, and each a Class of Notes).
1 February 2022
The Issuer today announces invitations (the Consent Solicitation) to the
Noteholders relating to the proposals to the eligible holders of its
outstanding Notes to consent to the modification of certain terms and
conditions of the Notes (the Note Conditions) and consequential or related
amendments to the transaction documents for the Notes (the Transaction
Documents), in order to implement (i) a change in the benchmark used to
calculate the interest payment under the Class A3a Notes, the Class M1a Notes,
the Class M2a Notes, the Class B1a Notes and the Class B2a Notes (together,
the GBP Notes) specified in the Note Conditions and the Transaction Documents,
(ii) the inclusion of new fallbacks relating to benchmark rates to address the
potential non-availability of SONIA or the potential replacement of SONIA,
(iii) a change in the benchmark used to calculate the interest in respect of
each Series Liquidity Facility Drawing and any Associated Costs Rate, (iv) a
change in the benchmark used in the Series Hedge Agreements with floating
rates of interest linked to LIBOR, and (v) any consequential or related
amendments to certain terms of certain of the Transaction Documents to effect
the transition from LIBOR to SONIA as more fully described in the Amendment
Deed (as defined below), as proposed by the Issuer for approval by way of
extraordinary resolutions of the Noteholders (the Noteholder Extraordinary
Resolutions), all as further described in the Consent Solicitation Memorandum
(each such invitation a Consent Solicitation).
Unless otherwise indicated, capitalised terms used but not otherwise defined
in this announcement have the meanings given in the
Consent Solicitation Memorandum (as defined below).
The Noteholder Proposal constitutes a Series Basic Terms Modification in
relation to a Series that shall not be effective unless sanctioned by a
Noteholder Extraordinary Resolution duly passed at separate meetings of the
holders of each Class of Notes in that Series. As a result, the Issuer is
seeking consent from the holders of each Class of Notes, including those with
a floating rate of interest linked to EURIBOR, even though only the interest
rate applicable to the GBP Notes (and no other Notes) will be amended if the
Noteholder Proposal is implemented.
The quorum required for each Meeting to consider the relevant Noteholder
Extraordinary Resolution (the business of which includes the sanctioning of a
Series Basic Terms Modification) is, at the initial meeting, two or more
persons holding or representing in aggregate over 75 per cent. of the
aggregate GBP Equivalent Note Principal Amount Outstanding of the Notes then
outstanding held by the Relevant Noteholders. To be passed at a Meeting, the
relevant Noteholder Extraordinary Resolution requires a majority in favour
consisting of at least 75 per cent. of the votes cast on such Noteholder
Extraordinary Resolution. The implementation of each Noteholder
Extraordinary Resolution is conditional on satisfaction of the Consent
Conditions relating to such Noteholder Extraordinary Resolution.
If a quorum is not achieved at any of the initial Meetings or the quorum is
achieved and the relevant Noteholder Extraordinary Resolution is passed but
the Eligibility Condition is not satisfied in respect of the relevant Class of
Notes, such Meeting shall be adjourned and the adjourned Meeting of
Noteholders will be held at such time as will be notified to the Noteholders
in the notice of adjourned Meeting.
If all of the relevant Noteholder Extraordinary Resolutions are passed and the
Consent Conditions are satisfied in respect of each Class of Notes, the
modifications described in this Consent Solicitation Memorandum are
anticipated to be implemented and will come into effect on the Transition
Date. If the Noteholder Proposal is not implemented, the GBP Notes and the
Series Hedge Agreements will continue to pay amounts referencing Sterling
LIBOR on a changed methodology, reflecting the implementation of synthetic
LIBOR pursuant to the Critical Benchmarks (References and Administrators'
Liability) Act 2021.
The Issuer, under the Noteholder Proposal, is requesting that the Noteholders
of each Class consider and, if thought fit, approve the relevant Noteholder
Extraordinary Resolution. If approved by the Noteholders of each Class, the
Noteholder Extraordinary Resolutions will be binding on all Noteholders,
including those Noteholders who do not vote in favour of the Noteholder
Extraordinary Resolutions or who do not vote in connection with the Noteholder
Extraordinary Resolutions.
In order to implement the change in benchmark used to calculate the interest
payment under the GBP Notes from "LIBOR" to "SONIA":
a) the Interest Rate for the GBP Notes from and including the Transition
Date (with the first Interest Amount based on such new Interest Rate being
paid on the Interest Payment Date falling in June 2022) will continue to be a
floating rate and will be Compounded Daily SONIA plus the Adjustment Spread
plus the existing Note Interest Rate Margin (such existing Note Interest Rate
Margin being: in respect of the Class A3a Notes, 0.20 per cent; in respect of
the Class M1a Notes; 0.30 per cent., in respect of the Class M2a Notes; 0.49
per cent., in respect of the Class B1a Notes; 0.88 per cent. and in respect of
the Class B2a Notes 3.50 per cent). The detailed provisions relating to the
calculation of the Compounded Daily SONIA are set out in Annex A to the
Notice; and
b) the Adjustment Spread shall be 0.1193 per cent., as calculated and
published by Bloomberg Index Services Limited on 5 March 2021 and as
referenced on Bloomberg screen SBP0003M Index on the date of the Notice,
all as further disclosed in the consent solicitation memorandum prepared by
the Issuer dated 1 February 2022 (the Consent Solicitation Memorandum).
The date from which the proposed change in the benchmark for the provisions
which currently reference sterling LIBOR is scheduled to occur is the Interest
Payment Date falling in March 2022 (the Transition Date). For the avoidance of
doubt, the Benchmark Rate applicable to the GBP Notes up to but excluding the
Transition Date will continue to be LIBOR and the interest payment made on the
Transition Date will not be affected by the pricing methodology described
herein.
This announcement does not contain the full terms and conditions of the
Consent Solicitation which are
contained in the Consent Solicitation Memorandum.
The Consent Solicitation and Noteholder
Proposal are being made on the terms and subject to the conditions
contained in the Consent Solicitation Memorandum.
The Tabulation Agent is i2 Capital Markets Ltd.
This announcement should be read in conjunction with the Consent Solicitation
Memorandum which is available from the Tabulation Agent (including on its
website via the link:
https://i2capmark.com/event-details/29/Holder/clavis-securities-plc-series-2006-1).
Margin Adjustment
Due to the differences in the nature of Sterling LIBOR and SONIA, the
replacement of LIBOR as the Benchmark Rate for the GBP Notes will also require
a corresponding credit adjustment spread to be included when calculating the
Interest Rate in respect of each Class of GBP Notes (the Adjustment Spread).
The Noteholder Proposal uses the "5-year historical median" methodology agreed
by the International Swaps and Derivatives Association and recommended by the
RFR Working Group for use in cash products such as the GBP Notes for
determining the Adjustment Spread. It involves taking the median of the daily
difference between Sterling LIBOR and SONIA in the 5 years leading up to the
LIBOR Announcement Date. Using this methodology, the credit adjustment spread
for 3-month Sterling LIBOR is 0.1193 per cent., as calculated and published by
Bloomberg Index Services Limited on the LIBOR Announcement Date and as
referenced on Bloomberg screen SBP0003M Index on the date of the Notice. The
credit adjustment spread for 3-month Sterling LIBOR of 0.1193 per cent. will
also be applied to (i) the interest payable in respect of each Series
Liquidity Facility Drawing and any Associated Costs Rate, (ii) the sterling
amounts payable by the Issuer under the cross-currency swaps in respect of the
EUR Notes and (iii) the SONIA-linked amounts payable by the relevant Series
Basis Hedge Provider under the Series Tracker Rate Hedge Agreement.
Notice of Meetings
A notice convening meetings (the "Meetings") of Noteholders, to be held via
videoconference on 23 February 2022, has been given to the Noteholders
in accordance with the Note Conditions on the date of this
announcement, including by way of an announcement on the regulatory
news service of the London Stock Exchange ("RNS").
The implementation of a Noteholder Extraordinary Resolution shall be
conditional on the quorum required for, and the requisite majority of votes
cast at, the relevant Meeting being satisfied by Eligible Noteholders,
irrespective of any participation at the relevant Meeting by Ineligible
Noteholders. In the event that a Noteholder Extraordinary Resolution is passed
at the relevant Meeting but this condition is not satisfied, the chairman of a
Meeting is authorised, directed, requested and empowered to adjourn a Meeting
for such period being not less than 5 days nor more than 30 days, to be held
via videoconference at such time as may be appointed by the chairman of a
Meeting and approved by the Series Note Trustee, for the purpose of
reconsidering resolutions 1 to 14 of the relevant Noteholder Extraordinary
Resolution with the exception of resolution 11(c) of the relevant Noteholder
Extraordinary Resolution. At any such adjournment of a Meeting, two or more
persons holding or representing in aggregate over 25 per cent. of the
aggregate GBP Equivalent Note Principal Amount Outstanding of the Notes then
outstanding held by the Relevant Noteholders shall form a quorum and shall
have the power to pass such Noteholder Extraordinary Resolution, and the
condition set out in paragraph 11(c) of the relevant Noteholder Extraordinary
Resolution will be satisfied if the quorum required for, and the requisite
majority of votes cast at, such adjourned Meeting are satisfied by Eligible
Noteholders irrespective of any participation at the adjourned Meeting by
Ineligible Noteholders.
Eligible Noteholders
When submitting an electronic voting instruction or otherwise participating at
the relevant Meeting in respect of the relevant Class, an Eligible Noteholder
is each Noteholder who is (a) either (i) a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act, or (ii) located and resident
outside the United States and not a "U.S. person" (as defined in Rule 902(k)
of Regulation S under the Securities Act), (b) an eligible counterparty (as
defined in COBS), or a professional client (as defined in UK MiFIR), and, if
applicable and acting on a non-discretionary basis, who is acting on behalf of
a beneficial owner that is also an eligible counterparty or a professional
client, in each case in respect of the Notes and (c) otherwise a person to
whom the Consent Solicitation can be lawfully made and that may lawfully
participate in the Consent Solicitation.
The implementation of the Consent Solicitation and each Noteholder
Extraordinary Resolution will be conditional on:
(a) the passing of the relevant Noteholder Extraordinary
Resolution;
(b) the passing of the relevant Noteholder Extraordinary
Resolutions of each other Class of Notes in the Series; and
(c) the quorum required for, and the requisite majority of votes
cast at, each Meeting being satisfied by Eligible Noteholders, irrespective of
any participation at each Meeting by Ineligible Noteholders (including the
satisfaction of such condition at an adjourned Meeting) (the Eligibility
Condition); and
(d) the execution of the Amendment Documents by the relevant
parties,
(together, the Consent Conditions).
If passed, the relevant Noteholder Extraordinary Resolutions passed at each
Meeting will be binding upon all the Noteholders whether or not present or
voting at the relevant Meeting.
Timetable
The indicative timetable is summarised below:
Date/Time Action
1 February 2022 1. Notice of the Meetings to be delivered to the Clearing Systems.
(At least 21 clear days before the Meetings) Release of Notice through the regulatory news service of the London Stock
Exchange.
Copies of this Consent Solicitation Memorandum to be available from the
Tabulation Agent and the Noteholder Information (as defined in the Notice) to
be available for inspection, as indicated, at the specified office of the
Series Note Registrar and on the following website:
https://i2capmark.com/event-details/29/Holder/clavis-securities-plc-series-2006-1
(https://i2capmark.com/event-details/29/Holder/clavis-securities-plc-series-2006-1)
. From this date, Noteholders may arrange for Notes 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 Clearing System Noteholder
in order to give valid Consent Instructions or Ineligible Holder Instructions,
to the Tabulation Agent.
The Notice is deemed to be served to the Noteholders on 1 February 2022.
By 4 p.m. (London time) (5 p.m. CET) 2. Expiration Deadline.
on 18 February 2022 Final time by which Noteholders have arranged for:
(At least 48 hours before the Meetings) (i) a Noteholder Proxy Instrument to be delivered to the Series Note
Registrar; or
(ii) receipt by the Tabulation Agent of valid Consent Instructions or
Ineligible Holder Instruction in accordance with the procedures of
Clearstream, Luxembourg and/or Euroclear.
3. Final time by which Noteholders have given notice to 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.
From 2:00 p.m. (London time) (3:00 p.m. CET) 4. MEETINGS HELD
on 23 February 2022 The initial Meetings in respect of the Notes will commence on 23 February 2022
as follows:
(i) 2:00 p.m. (London time) (3:00 p.m. CET) in respect of the Class A3a Notes;
(ii) 2:10 p.m. (London time) (3:10 p.m. CET) or after the completion of the
Class A3a Notes meeting (whichever is later) in respect of the Class A3b
Notes;
(iii) 2:20 p.m. (London time) (3:20 p.m. CET) or after the completion of the
Class A3b Notes meeting (whichever is later) in respect of the Class M1a
Notes;
(iv) 2:30 p.m. (London time) (3:30 p.m. CET) or after the completion of the
Class M1a Notes meeting (whichever is later) in respect of the Class M1b
Notes;
(v) 2:40 p.m. (London time) (3:40 p.m. CET) or after the completion of the
Class M1b Notes meeting (whichever is later) in respect of the Class M2a
Notes;
(vi) 2:50 p.m. (London time) (3:50 p.m. CET) or after the completion of the
Class M2a Notes meeting (whichever is later) in respect of the Class B1a
Notes;
(vii) 3:00 p.m. (London time) (4:00 p.m. CET) or after the completion of the
Class B1a Notes meeting (whichever is later) in respect of the Class B1b
Notes; and
(viii) 3:10 p.m. (London time) (4:10 p.m. CET) or after the completion of the
Class B1b Notes meeting (whichever is later) in respect of the Class B2a
Notes.
If the Noteholder Extraordinary Resolutions are passed at the Meetings:
As soon as reasonably practicable after the Meetings 5. Announcement of the results of the Meetings and, if the Noteholder
Extraordinary Resolutions are passed, satisfaction of the Eligibility
Condition in respect of each Class of Notes.
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.
As soon as reasonably practicable after the announcement of the results of the 6. Effective Date
Meetings
If the Noteholder Extraordinary Resolutions are passed at the initial Meetings
(or at the subsequent adjourned Meetings) and the Eligibility Condition is
satisfied in respect of each Class of Notes, the Amendment Documents are
expected to be executed and come into effect, with the modifications being
implemented from the Transition Date.
The Interest Payment Date falling in March 2022 7. Transition Date
Date on which the modifications to the Note Conditions and the Transaction
Documents described in this Consent Solicitation Memorandum are implemented
and will come into effect. For the avoidance of doubt, the first Interest
Payment Date on which the amounts of interest payable on the GBP Notes will be
determined by reference to Compounded Daily SONIA rather than LIBOR will be
the Interest Payment Date falling in June 2022.
If a quorum is not achieved at any of the initial Meetings or the quorum is
achieved and the relevant Noteholder Extraordinary Resolution is passed but
the Eligibility Condition is not satisfied in respect of the relevant Class of
Notes, such Meeting shall be adjourned and the adjourned Meeting of
Noteholders will be held at such time as will be notified to the Noteholders
in the notice of adjourned Meeting.
If the relevant Noteholder Extraordinary Resolutions are passed at the
adjourned Meetings and the Consent Conditions are satisfied in respect of each
Class of Notes, the modifications described in this Consent Solicitation
Memorandum are anticipated to be implemented on the Transition Date.
Unless stated otherwise, announcements in connection with the Consent
Solicitation will be made via RNS and by the delivery of notices to the
Clearing Systems for communication to Noteholders. Copies of all such
announcements, press releases and notices can also be obtained from the
Website or by contacting the Tabulation Agent, the contact details for whom
are below.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold their Notes when such intermediary would
need to receive instructions from a Noteholder in order for such Noteholder to
participate in, or to validly revoke their instruction to participate in, the
Consent Solicitation by the deadlines specified in the Consent Solicitation
Memorandum. The deadlines set by any such intermediary and each Clearing
System for the submission and revocation of Consent Instructions may be
earlier than the relevant deadlines specified in the Consent Solicitation
Memorandum.
No consent or participation fee will be payable in connection with the Consent
Solicitation.
This announcement is made by Helena Whitaker, Director, on behalf of Clavis
Securities plc and constitutes a public disclosure of inside information under
Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018.
Requests for documentation and information in relation to the procedures for
delivering Consent Instructions should be directed to the Tabulation
Agent at:
i2 Capital Markets Ltd
Kemp House
160 City Road
London
EC1V 2NX
United Kingdom
Attention: The Directors
Tel: +44 203 633 1212
E-mail: info@i2capmark.com
Website:
https://i2capmark.com/event-details/29/Holder/clavis-securities-plc-series-2006-1
(https://i2capmark.com/event-details/29/Holder/clavis-securities-plc-series-2006-1)
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 Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation
of the Consent Solicitation or the Noteholder Proposal, it is recommended
to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Consent Solicitation or
otherwise participate at any meeting (including any adjourned meeting)
at which an Extraordinary Resolution referred to above is to be
considered.
None of the Issuer, the Series Note Trustee, the Security Trustee, the
Tabulation Agent, the Series Note Registrar, the Series Portfolio Collection
Account Provider, the Series Note Calculation Agent, the Series Transaction
Account Provider, the Common Depositary or the Clearing System Noteholder,
makes any recommendation whether
Noteholders should participate in the Consent Solicitation or vote in
respect of the Noteholder Proposal or otherwise participate at any Meeting.
Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer
of, an offer to purchase, or the solicitation of an offer to purchase or sell,
any security in any jurisdiction. 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
or the
Consent Solicitation Memorandum comes are requested to inform themselves about, and
to observe, any such restrictions.
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