TIDM10NG TIDM55MJ
RNS Number : 4021Q
TSB Bank PLC
18 June 2020
TSB BANK PLC
(incorporated with limited liability in Scotland registered
number SC095237)
(the Issuer)
NOTICE OF RESULTS OF MEETING
to the holders of those of the:
GBP500,000,000 Series 2017-1 Floating Rate Covered Bonds due
December 2022 (ISIN: XS1729158508)
(the Series 2017-1 Covered Bonds, and the holders thereof, the
Covered Bondholders) of the Issuer presently outstanding.
On 12 May 2020, the Issuer announced an invitation to Eligible
Covered Bondholders (as defined below) of the Series 2017-1 Covered
Bonds described in the table below to consent to certain amendments
to the terms of the Series 2017-1 Covered Bonds (the Consent
Solicitation). A meeting of the Series 2017-1 Covered Bondholders
(the Meeting) was held earlier today in connection with the Consent
Solicitation, and the Issuer now announces the results of the
Meeting.
The full terms and conditions of the Consent Solicitation were
contained in the consent solicitation memorandum dated 12 May 2020
(the Consent Solicitation Memorandum) prepared by the Issuer.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
Details of the Covered ISIN Outstanding Principal Outcome of Meeting
Bonds Amount
GBP500,000,000 Series XS1729158508 GBP 500,000,000 Extraordinary
2017-1 Floating Rate Resolution Passed
Covered Bonds due 100% of votes
December 2022 (the received from
Series 2017-1 Covered the Eligible Covered
Bonds) Bondholders were
in favour of the
Extraordinary
Resolution
Meeting of the Series 2017-1 Covered Bondholders
The Meeting was held earlier today, and NOTICE IS HEREBY GIVEN
to the Series 2017-1 Covered Bondholders that, at the Meeting in
respect of the Series 2017-1 Covered Bonds the Extraordinary
Resolution was duly passed and the Eligibility Condition was
satisfied, and accordingly the Amended and Restated Series 2017-1
Final Terms, the Supplemental Trust Deed, the Supplemental Agency
Agreement, the Intercompany Loan Agreement Supplement and the
Series 2017-1 Swap Amendment Agreement (the Amendment Documents)
relating to the Series 2017-1 Covered Bonds will be executed on or
about the Pricing Date and the amendments will be effective from 7
September 2020.
Summary of Modifications to the Conditions
Pursuant to the terms of the Extraordinary Resolution, the
Series 2017-1 Covered Bonds (the Modified Bonds) will be modified
so that, instead of the Interest Basis being LIBOR, the Interest
Basis will now become SONIA:
(a) The Rate of Interest for the Series 2017-1 Covered Bonds
from and including the Interest Payment Date occuring in September
2020 (with the first Interest Amount based on such new Rate of
Interest being paid on the Interest Payment Date occurring in
December 2020) will continue to be a floating rate and will be
SONIA plus a Margin as specified in the Amended and Restated Series
2017-1 Final Terms (the Adjusted Margin).
(b) The Adjusted Margin will be the sum of (i) 0.24 per cent.,
(ii) the LIBOR vs SONIA Interpolated Basis and (iii) the Forward
Adjustment Spread to be determined by the Solicitation Agent at its
sole discretion. The Adjusted Margin will be calculated on the
Pricing Date (18 June 2020). The Forward Adjustment Spread will
only be included as a component of the Adjusted Margin to the
extent that it is a positive margin adjustment. A pricing
announcement will be sent to Series 2017-1 Covered Bondholders as
soon as practicable following the Pricing Time on the Pricing Date
confirming the Adjusted Margin.
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 2017-1 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. 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.
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 2017-1 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
2017-1 Covered Bonds and the guarantees 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 2017-1 Covered Bondholder is solely responsible for
making its own independent appraisal of all matters (including
those relating to the Consent Solicitation, the Series 2017-1
Covered Bonds, the Extraordinary Resolution and the Issuer) as such
Series 2017-1 Covered Bondholder deems appropriate in evaluating,
and each Series 2017-1 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 agent of
the Issuer and owe no duty to any Series 2017-1 Covered Bondholder,
and do not accept any responsibility for the contents of this
announcement.
This Notice is given by
TSB BANK PLC
Dated 18 June 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
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