TIDM65DV
RNS Number : 2706I
CHESS Capital Securities plc
10 June 2011
Company name CHESS Capital Securities plc
Headline Notice of EGM of EBS Capital No. 1 S.A.
RNS Number:
CHESS Capital Securities plc
10 June 2011
Notice of Extraordinary General Meeting of EBS Capital No. 1
S.A. ("EBS Capital")
CHESS Capital Securities plc
EUR125,000,000 Perpetual Tier-One Pass-Through Securities (ISIN:
XS0225592145)
(the "Notes")
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE
BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITARIES,
CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE
REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY
MANNER.
In accordance with normal practice, the Trustee expresses no
opinion on the information contained in this Notice nor does the
Trustee make any representation that all relevant information has
been disclosed to holders of the Notes pursuant to this Notice. The
Trustee recommends that the holders of the Notes who are in any
doubt as to the impact of this Notice seek their own legal,
financial or other professional advice immediately on receipt of
this Notice.
Terms defined in the Conditions of the Notes shall have the same
meaning in this Notice unless otherwise defined in this Notice.
CHESS Capital Securities plc (the "Company") hereby announces
that the Company has received notice dated 3 June 2011, a copy of
which is attached, from EBS Capital convening an Extraordinary
General Meeting of the shareholders of EBS Capital with the
following agenda (the "Proposals"):
1. To consider and resolve to approve based on the direction
from the Minister of Finance of Ireland, for a reduction of the
"Liquidation Preference" of the Class B1 and Class B2 Shares (the
"Capital Securities") and the adoption of a corresponding change to
article 39 of EBS Capital's Articles.
2. To consider and resolve to approve an amendment to the
articles of EBS Capital so as to incorporate in article 9 a new
sub-paragraph 9.3 to provide for a call option exercisable at all
times by EBS Capital on all Capital Securities at a discounted
repurchase amount of EUR 100 per Capital Security.
3. To consider and resolve to approve an amendment to article 30
of the Articles.
4. To consider and resolve to approve in accordance with the
Articles the provision of consent by EBS Capital to EBS Building
Society in respect of amendments to the Class B1 PIBS and Class B2
PIBS necessary to enable EBS Capital to exercise the call option
and ensure compliance with the terms of the call option further to
the direction.
5. To consider and resolve to approve a delegation to the Board
of Directors of EBS Capital to take any measure for the carrying
out and implementing of the resolutions adopted pursuant to the
agenda of the meeting.
The meeting will take place at EBS Capital's registered office
in Luxembourg, 2, avenue Charles de Gaulle on 14 June 2011 at
5:00pm.
Pursuant to the terms of Clause 6.1(a) of the Pledge Agreement
dated 29 July 2005 granted by the Company (as pledgor) to The Bank
of New York Mellon (the "Trustee") (as pledgee) over the Capital
Securities of EBS Capital, the Company has the right to take part
in (i) the general meetings of the holders of the Capital
Securities (the "Capital Securities Holders Meetings") and/or (ii)
the joint general meetings of the holders of A Shares and/or the
holders of B1 Shares and the holders of the Capital Securities (the
"Shareholders Meetings") and to vote therein. However, the Company
shall not, without the previous consent in writing of the Trustee,
exercise its voting powers in respect of the Capital Securities in
any manner which would adversely affect the security constituted by
the Pledge Agreement (including, without limitation, in favour of
any change in the terms of the Capital Securities) or would be
inconsistent with the terms of the Conditions or the Trust
Deed.
In accordance with Clauses 10.21 and 10.25 of the Principal
Trust Deed, Clause 7(b) of the Pledge Agreement and Condition 3 of
the Conditions of the Notes, the consent of the Trustee may be
given on such terms and subject to such conditions as the Trustee
reasonably thinks fit, Including the requirement for a direction by
Extraordinary Resolution of the Noteholders.
In addition, pursuant to Condition 3 of the Conditions of the
Notes, the Company may not exercise any rights in connection with
the Capital Securities, or give any consent or notification or make
any declaration in relation to the Collateral Securities without
the sanction of the Trustee or as directed by an Extraordinary
Resolution of the Noteholders.
In particular, the Company notes that it is proposed that the
Capital Securities be amended to permit EBS Capital to have the
option to redeem all, but not some only of the Capital Securities
outstanding, at any time, at a redemption price of EUR 100 per
Capital Security, being a price equivalent to 10 per cent. of the
existing preference (EUR 1,000) of each Capital Security and that
this proposal needs to be considered in light of the written
direction that EBS Building Society ("EBS") received from the
Minister for Finance (the "Minister") on 31 May 2011 pursuant to
the statutory powers of the Minister under the Credit Institutions
(Eligible Liabilities Guarantee) Scheme 2009 (the "Direction"). The
Direction requires EBS to exercise its rights in respect of the
Capital Securities to enable the early redemption of all of the
Capital Securities by EBS Capital at a discount for the sole
purposes of increasing the EBS Group's core tier 1 capital ratio
and to minimise the capital burden on the State in a manner which
is consistent with the Minister's stated position regarding
appropriate burden sharing by holders of subordinated securities of
Irish credit institutions including EBS.
In this regard, the Company refers to an announcement by EBS
made on 31 May 2011 (which can be found at the following link:
http://www.ise.ie/app/announcementDetails.aspx?ID=10879326) (the
"EBS Announcement").
The EBS Announcement confirms that EBS Group currently holds all
of the Class A Shares in EBS Capital and in excess of two thirds of
the Capital Securities being an amount sufficient to pass the
Proposals at the class meetings of the holders of the Class A
Shares and the Capital Securities (the "Class Meetings"). The EBS
Announcement also confirms that once the Proposals are passed at
the Class Meetings, it is expected that EBS Capital will exercise
its option to redeem the Capital Securities.
The Company understands that upon redemption of the Capital
Securities, the terms of the Notes provide that the remaining Notes
will redeem at a price equal to EUR100 per EUR1,000 principal
amount outstanding.
The EBS Announcement confirms that EBS expects EBS Capital to
complete and settle the redemption of the Capital Securities before
30 June 2011.
On the basis of the information in this Notice, the Company
announces that it does not intend to attend or vote at any meeting
of the holders of the Capital Securities in respect of the
Proposals, without the prior consent of the Trustee which will not
be given without a direction from Noteholders by an Extraordinary
Resolution.
Please contact the Trustee as a matter of urgency, if you wish
to direct the Trustee to provide its consent in accordance with
Clause 6.1(a) of the Pledge Agreement, including with a view (where
relevant) to confirming your identity and holding of Notes.
Please contact Jacqueline O'Rourke c/o TMF Management (Ireland)
Limited, 53 Merrion Square, Dublin 2, Ireland, Telephone: +353 1
614 6240 if you have any queries with regard to this Notice.
This notice is given by:
CHESS Capital Securities plc
c/o TMF Management (Ireland) Limited
53 Merrion Square
Dublin 2
Ireland
Dated: 10 June 2011
This announcement has been issued through the Companies
Announcement Service of
the Irish Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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