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