Euroclear Investments - Announcement of Consent Solicitations
PR94681
LUXEMBOURG, Feb. 24, 2022 /PRNewswire=KYODO JBN/ --
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF (I) ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 ("EU MAR") AND (II) EU MAR AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (EUWA) ("UK MAR").
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (A) IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE
ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "U.S.") OR TO ANY "U.S.
PERSON" AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR (B) IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT.
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF ANY NOTEHOLDER 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 BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, INDEPENDENT
FINANCIAL OR TAX ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (IF IN THE UNITED KINGDOM) OR OTHER APPROPRIATELY AUTHORISED FINANCIAL
ADVISER. ANY INDIVIDUAL OR COMPANY WHOSE NOTES 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.
ISIN / Outstanding
Common code Description principal amount
XS1529559525 /
152955952 Euro 600,000,000 1.125 per cent. Euro 600,000,000
Notes due in 2026 issued by
Euroclear Investments (the
“2026 Notes”)
XS1797663702 /
179766370 Euro 300,000,000 1.5 per cent. Euro 300,000,000
Senior Notes due in 2030 issued
by Euroclear Investments (the
“2030 Notes”)
XS1797663967 /
179766396 Euro 400,000,000 Subordinated Euro 400,000,000
Resettable Fixed Rate Notes due
in 2048 issued by Euroclear
Investments (the “2048 Notes”)
(the 2026 Notes, the 2030 Notes and the 2048 Notes together, the "Notes" and
each a "Series").
Euroclear Investments (the "Issuer") today announces invitations to Eligible
Noteholders (as defined below) of each Series of Notes to approve by
extraordinary resolution (in respect of a Series of Notes, an "Extraordinary
Resolution") the replacement of the terms and conditions of each Series of
Notes (the "Conditions") such that the new terms and conditions of each Series
of Notes (the "New Conditions") allow for the Notes to be transferred into, and
settled through, the securities settlement system operated by the National Bank
of Belgium (the "NBB") or any successor thereto (the "NBB-SSS") in advance of
the possible future relocation of the Issuer's corporate seat and fiscal
residence from Luxembourg to Belgium (the "Re-domiciliation") and to amend the
governing law of certain provisions of the Conditions to reflect the impact of
any such Re-domiciliation (each such invitation in respect of each Series of
Notes, a "Consent Solicitation").
This announcement does not contain the full terms and conditions of the
Proposals (as defined herein), which are contained in the Consent Solicitation
Memorandum dated 24 February 2022 (the "Consent Solicitation Memorandum")
prepared by the Issuer, which is available to Eligible Noteholders from the
Tabulation Agent via: https://deals.lucid-is.com/euroclear.
This announcement must be read in conjunction with the Consent Solicitation
Memorandum. Capitalised terms used in this announcement have the meanings
given in the Consent Solicitation Memorandum.
Consent Fee and Ineligible Noteholder Payment
Eligible Noteholders from whom a valid Electronic Voting Instruction in favour
of the Extraordinary Resolution with respect to the relevant Series of Notes is
received (and not subsequently revoked) by the Tabulation Agent by 4.00 p.m.
(London time) on 8 March 2022 (as the same may be extended, the "Early
Instruction Deadline") will be eligible to receive payment of an amount equal
to 0.10 per cent. of the principal amount of the relevant Series of Notes that
are the subject of such Electronic Voting Instruction (each such consent fee in
relation to a Series of the Notes, a "Consent Fee"). Payment of the Consent
Fee is conditional on the satisfaction of:
(A) the passing of the applicable Extraordinary Resolution; and
(B) 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 Meeting by Ineligible Noteholders (and would also have
been so satisfied if any Ineligible Noteholders who provide confirmation of
their status as Ineligible Noteholders and waive their right to attend and vote
(or be represented) at the Meeting had actually participated at the Meeting)
including the satisfaction of such condition at an adjourned Meeting,
(such conditions in respect of a Series of Notes being the "Consent
Conditions").
Ineligible Noteholders may be eligible to receive an amount equal to 0.10 per
cent. of the principal amount of the Notes that are the subject of the relevant
Ineligible Noteholder Instruction (each such payment in relation to a Series of
the Notes, an "Ineligible Noteholder Payment"). To be eligible for the
Ineligible Noteholder Payment, the Ineligible Noteholder must deliver (and not
subsequently revoke) an Ineligible Noteholder Instruction to the Tabulation
Agent by the Early Instruction Deadline.
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
submit an Electronic Voting Instruction or Ineligible Noteholder Instruction by
the deadline specified above. The deadlines set by any such intermediary and
each clearing system for the submission and revocation of Electronic Voting
Instructions or Ineligible Noteholder Instructions will be earlier than the
deadline specified above.
Background
The Issuer is considering carrying out the Re-domiciliation. Upon the
Re-domiciliation taking effect, the Issuer would be re-domiciled as a Belgian
company under the Belgian Companies and Associations Code and be treated as a
Belgian tax resident company.
The Issuer considers that the Re-domiciliation would be of benefit to it and
the Euroclear Group by creating streamlined regulatory oversight to which
Euroclear Group is subject on a consolidated basis, including in terms of
resolution planning. Such simplification of the Issuer's supervisory reporting
would also enhance the efficiency of any supervisory action.
The board of directors of the Issuer approved the Re-domiciliation in principle
on 17 December 2021. As at the date of this announcement, no assurance can be
given as to whether or not the Re-domiciliation will be carried out. However,
in light of the envisaged Re-domiciliation, it is proposed that the Conditions
of each Series of Notes be replaced with the New Conditions and related
documentation be amended to allow:
(A) the Notes to be transferred into the NBB-SSS. The Notes are global bearer
notes governed by English law. In order for these to circulate under the system
of the Coordinated Belgian Royal Decree nr. 62 of 10 November 1967 on the
custody of fungible financial instruments and the settlement of transactions in
such instruments, they will need to be deposited into the custody of NBB-SSS,
where they will be immobilised and then exclusively represented by book entries
in the records of the NBB-SSS;
(B) the Notes to be transferred into the NBB-SSS on the next Interest Payment
Date (as defined in the Conditions) in accordance with the NBB-SSS Regulations,
irrespective of whether the Re-domiciliation occurs; and
(C) certain Conditions to automatically refer to the applicable laws of
Belgium (instead of Luxembourg) if and when the Re-domiciliation has taken
effect, including, without limitation, in respect to subordination of the Notes
and bail-in powers, each such proposal in relation to a Series of Notes, a
"Proposal" and together the "Proposals".
The implementation of the Proposal in respect of a Series of Notes is
conditional on satisfaction of the Consent Conditions.
For the avoidance of doubt, if the Re-domiciliation does not take effect, the
New Conditions would still apply to the Notes if the Proposals are approved and
implemented.
If the Re-domiciliation were to be carried out, the interest component of
payments on the Notes made by or on behalf of the Issuer will in principle be
subject to Belgian withholding tax, currently at a rate of 30 per cent. on the
gross amount of such interest (unless exemptions or reduced rates could be
invoked). However, Noteholders could collect interest on their Notes free of
Belgian withholding tax if the Notes were held by eligible investors within the
meaning of article 4 of the X/N Regulation in an exempt securities account (an
"X-Account") that has been opened with a financial institution that is a direct
or indirect participant in NBB-SSS.
Noteholders are advised to consult with their tax advisers and check with any
Direct Participant or other intermediary (including any securities broker or
financial institution) through which they hold their Notes, in order to
ascertain the (i) implications of the transfer of the notes to the NBB-SSS and
(ii) the rules, regulations and qualification criteria for holding an X-Account
in the NBB-SSS.
In respect of each Series, the Proposals would ensure that, notwithstanding the
immobilisation of the Notes into the NBB-SSS and occurrence of any
Re-domiciliation after the date of the Consent Solicitation Memorandum, the
rights and obligations of the Issuer under the Notes shall continue in full
force and effect.
Notice of Meetings
A notice convening separate meetings (the "Meetings") of the holders of each
Series, to be held at the offices of Slaughter and May, One Bunhill Row, London
EC1Y 8YY, United Kingdom, has been given to Noteholders in accordance with the
relevant Conditions on the date of this announcement, including via release
through the Clearing Systems.
The Consent Solicitation in respect of a Series does not constitute an
undertaking of the Issuer, the agent(s) of such Series or the Solicitation
Agent to take any action to implement the Proposal, even if the Extraordinary
Resolution passes.
Until the Extraordinary Resolution is passed in respect of the relevant Series,
the Eligibility Condition is satisfied in respect of such Series and the
relevant Amended and Restated Agency Agreement and related documents have been
executed, no assurance can be given that the Proposal in respect of such Series
will take effect. Further, an Extraordinary Resolution in respect of one
Series may be passed by the Noteholders of such Series, whereas others may not
be passed. None of the Extraordinary Resolutions in respect of any Series are
conditional upon any other Extraordinary Resolution in respect of another
Series being validly approved and implemented. Each Proposal is a separate
consent solicitation affecting solely the Series to which it relates.
Eligible Noteholders
Each Consent Solicitation is only being made, and the Consent Solicitation
Memorandum and any other documents or materials relating to the Consent
Solicitations are only for distribution or to be made available in respect of
each Series of Notes in each case to holders of the Series of Notes who are (a)
located and resident outside the United States and is not a U.S. person (as
defined in Regulation S under the Securities Act) and (b) otherwise a person to
whom the Consent Solicitation can be lawfully made and that may lawfully
participate in the Consent Solicitation (in respect of each Series of Notes,
the "Eligible Noteholders").
Eligible Noteholders are advised to read carefully the Consent Solicitation
Memorandum for full details of, and information on the procedures for
participating in, the Consent Solicitations.
Indicative Timetable
Set out below is an indicative timetable showing one possible outcome for the
timing of the Consent Solicitations, 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
any Consent Solicitation (other than the terms of the Extraordinary
Resolutions) as described in the Consent Solicitation Memorandum and the
passing of the Extraordinary Resolutions (and satisfaction of the Eligibility
Condition) at the initial Meetings. Accordingly, the actual timetable may
differ significantly from the timetable below.
Announcement of Consent Solicitations
Announcement of Consent Solicitations
24 February 2022
Notice to be delivered to the Clearing Systems for communication to Direct
Participants
Documents referred to under "General" in the Notice available from the
Tabulation Agent and from the specified office of the Fiscal Agent
From this date, Noteholders may arrange for the Notes they hold to be blocked
in an account with the Clearing Systems and held to the order of any Paying
Agent in order to give valid voting certificates or voting instructions as
applicable
Early Instruction Deadline
4.00 p.m. (London Time) on 8 March 2022
Deadline for receipt by the Tabulation Agent of valid Electronic Voting
Instructions from Eligible Noteholders for such Noteholders to be eligible to
receive the applicable Consent Fee. Such Electronic Voting Instructions must be
in favour of the applicable Extraordinary Resolution in order for the relevant
Noteholder to be eligible for the Consent Fee
Deadline for receipt by the Tabulation Agent of valid Ineligible Noteholder
Instructions from Ineligible Noteholders abstaining from voting in respect of
the applicable Extraordinary Resolutions for such Ineligible Noteholders to be
eligible to receive the Ineligible Noteholder Payment
Expiration Deadline
4.00 p.m. (London Time) on 15 March 2022
Final deadline for receipt by the Tabulation Agent of Electronic Voting
Instructions from Noteholders to be able to participate in the relevant Consent
Solicitation
Deadline for making any other arrangements to attend or be represented at a
Meeting
- However, Noteholders making such other arrangements or submitting Electronic
Voting Instructions or Ineligible Noteholder Instructions after the Early
Instruction Deadline will not be eligible to receive the applicable Consent Fee
or Ineligible Noteholder Payment
Meetings
18 March 2022 at:
- with respect to the 2026 Notes, 10.00 a.m. (London Time)
- with respect to the 2030 Notes, 10.15 a.m. (London Time)
- with respect to the 2048 Notes, 10.30 a.m. (London Time)
In respect of each Series of Notes, Meeting to be held at the offices of
Slaughter and May, One Bunhill Row, London EC1Y 8YY
Announcement of results of Meetings and satisfaction of Consent Conditions
As soon as reasonably practicable after the Meetings
In respect of each Series of Notes, announcement of the results of the Meeting
and, if the Extraordinary Resolution passed, whether the Eligibility Condition
is satisfied
Payment Date
No later than the second Business Day immediately following the Meeting at
which the applicable Extraordinary Resolution is passed
Where payable, payment of the applicable Consent Fee or Ineligible Noteholder
Payment
Execution and delivery of the Amended and Restated Agency Agreements
Subject to the applicable Extraordinary Resolution and the Consent Conditions
being satisfied, as soon as reasonably practicable after the Meeting
In respect of each Series of Notes, the date on which the Amended and Restated
Agency Agreement, Deed of Amendment and Clearing Agreement will be executed if
the applicable Proposal is approved by Noteholders
Implementation Date
Subject to the execution of the relevant agreement, expected to be:
- with respect to the 2030 Notes and the 2048 Notes, 11 April 2022; and
- with respect to the 2026 Notes, 7 December 2022
In respect of each Series of Notes, the date on which the Amended and Restated
Agency Agreement, Deed of Amendment and Clearing Agreement will come into
effect and the Conditions will be replaced with the New Conditions as a result
If any Meeting is not quorate on the date stated above, such Meeting may be
adjourned for such period being not less than 14 days nor more than 42 days to
such time and place as the chairman may decide, and notice of any adjourned
Meeting shall be given in the same matter as notice of the initial Meeting,
save that 10 clear days' (containing the information required for the notice of
the initial Meeting) shall be given.
In respect to each Series of Notes, the quorum required for the Meeting of
Noteholders to consider the Extraordinary Resolution is two or more Noteholders
present and holding or representing in aggregate not less than 75 per cent. in
principal amount of the Notes for the time being outstanding. To be passed at a
Meeting, an Extraordinary Resolution requires a majority in favour consisting
of not less than 75 per cent. of votes of holders of Notes cast. If passed, the
Extraordinary Resolution shall be binding on all holders of Notes, whether
present or not at the Meeting and whether or not voting.
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 (in the limited circumstances in which revocation is
permitted) to validly revoke their instruction to participate in, the Consent
Solicitation with respect to the relevant Series of Notes and/or the relevant
Meeting by the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission and (where permitted)
revocation of Electronic Voting Instructions will be earlier than the relevant
deadlines above.
The Issuer may, at its option and in its sole discretion, extend, or waive the
condition of, any Consent Solicitation at any time and may amend or terminate
any Consent Solicitation at any time (subject in each case to applicable law
and the Meeting Provisions and as provided in the Consent Solicitation
Memorandum, and provided that no amendment may be made to the terms of the
relevant Extraordinary Resolution). Details of any such extension, waiver,
amendment or termination will be announced as provided in the Consent
Solicitation Memorandum as promptly as practicable after the relevant decision
is made.
For further information, please contact:
THE SOLICITATION AGENT
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com
THE TABULATION AGENT
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Thomas Choquet
Email: euroclear@lucid-is.com
Website: https://deals.lucid-is.com/euroclear
This announcement relates to the disclosure of information that qualified or
may have qualified as inside information for the purposes of Article 7 of the
EU MAR and UK MAR. For the purposes of Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Harold Finders
(Chairman) and Charles Meeus (General Manager) of Euroclear Investments.
Disclaimer
None of the Solicitation Agent, the Tabulation Agent or any of their directors,
officers, employees, agents or affiliates express any opinion on the merits of,
or makes any representation or recommendation whatsoever regarding, the Consent
Solicitations, the Extraordinary Resolutions or the Consent Solicitation
Memorandum or makes any recommendation as to whether Noteholders should
participate in any Consent Solicitation or otherwise participate at the
Meetings. None of the Solicitation Agent, the Tabulation Agent or any of their
directors, officers, employees, agents or affiliates have verified, or assume
any responsibility for the accuracy or completeness of, any of the information
concerning the Consent Solicitations, the Extraordinary Resolutions, the Notes
or the factual statements contained in, or the effect or effectiveness of, the
Consent Solicitation Memorandum or any other documents referred to in the
Consent Solicitation Memorandum or assume any responsibility for any failure by
the Issuer to disclose events that may have occurred and may affect the
significance or accuracy of such information or the terms of any amendment (if
any) to any Consent Solicitation.
Solicitation and Distribution Restrictions
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, the Consent Solicitation Memorandum or the
electronic transmission thereof constitutes or contemplates an offer of, an
offer to purchase or the solicitation of an offer to sell securities in the
United States or any other jurisdiction. The Notes 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 the Notes may not be offered, sold
or delivered, directly or indirectly, within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state or local securities laws.
Each Noteholder participating in the Consent Solicitation will be required to
represent that it is an Eligible Noteholder. Any Electronic Voting Instructions
from a Noteholder that is unable to make these representations (and is not an
Ineligible Noteholder submitted an Ineligible Noteholder Instruction) will not
be accepted. Each of the Issuer, the Solicitation Agent and the Tabulation
Agent reserves the right, in its absolute discretion, to investigate, in
relation to any submission of Electronic Voting Instructions, whether any such
representation given by a Noteholder is correct and, if such investigation is
undertaken and as a result the Issuer determines (for any reason) that such
representation is not correct, such Electronic Voting Instruction may be
rejected.
Source: Euroclear Investments
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