TIDM72FP
RNS Number : 7004R
Skipton Building Society
01 July 2020
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN
REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT")). 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.
1 July 2020
SKIPTON BUILDING SOCIETY
(incorporated in England and Wales under the Building Societies
Act 1986, as amended)
Legal Entity Identifier (LEI: 66AGRETLUXS4YO5MUH35)
(the "Issuer")
NOTICE
to the holders of the
GBP400,000,000 Floating Rate Series 2018-1 Covered Bonds due May
2023 (ISIN: XS1815379497)
(the Series 2018-1 Covered Bonds, and the holders thereof, the
Covered Bondholders) of the Issuer presently outstanding.
The Issuer has today given a Notice of Meeting in respect of the
Series 2018-1 Covered Bonds for the purpose of soliciting a consent
to the modification of the terms and conditions thereof and
consequential or related amendments to the transaction documents
thereof such that the existing Sterling LIBOR interest basis of the
Series 2018-1 Covered Bonds is replaced by a Compounded Daily SONIA
interest basis, as proposed by the Issuer (the "Proposal") for
approval by extraordinary resolution of the Covered Bondholders of
the Series 2018-1 Covered Bonds, all as further described in the
consent solicitation memorandum dated 1 July 2020 (the "Consent
Solicitation Memorandum").
1. Notice of meeting in respect of the series 2018-1 covered bonds
To view the Notice of Meeting, please paste the following URL
into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/7004R_1-2020-7-1.pdf
2. Indicative timetable for the consent solicitation
This is an indicative timetable showing one possible outcome for
the timing of the Consent Solicitation based on the dates in the
Consent Solicitation Memorandum and assuming that the Meeting is
not adjourned. This timetable is subject to change and dates and
times may be extended or amended by the Issuer in accordance with
the terms of the Consent Solicitation as described in the Consent
Solicitation Memorandum. Accordingly, the actual timetable may
differ significantly from the timetable below.
Date/Time Action
1 July 2020 1. Notice of the Meeting to be delivered to the Clearing Systems.
(At least 21 clear Release of Notice through the regulatory news service of the London Stock Exchange.
days before the
Meeting)
Copies of the Consent Solicitation Memorandum to be available from the Tabulation Agent and
the Covered Bondholder Information (as defined in the Notice) and the Investor Presentation
to be available for inspection, as indicated, at the specified office of the Tabulation Agent
and on the website of the Issuer (https://www.skipton.co.uk/investorrelations/) (the Issuer's
Website). From this date, Covered Bondholders may arrange for Series 2018-1 Covered Bonds
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 Principal Paying Agent in order to obtain
voting certificates or give valid Consent Instructions or Ineligible Holder Instructions,
to the Tabulation Agent.
The Notice is deemed to be served to the Covered Bondholders on 1 July 2020.
By 4 p.m. (London 2. Expiration Deadline.
time) (5 p.m. CET) Final time by which Covered Bondholders have arranged for:
on 20 July 2020 (i) obtaining a voting certificate from the Principal Paying Agent to attend (via teleconference)
(At least 48 hours and vote at the Meeting; or
before the (ii) receipt by the Tabulation Agent of valid Consent Instructions or Ineligible Holder Instructions
Meeting) in accordance with the procedures of Clearstream, Luxembourg and/or Euroclear.
3. Final time by which Covered Bondholders have given notice to (in the limited circumstances
in which such revocation is permitted) 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.
10 a.m. (London 4. COVERED BONDHOLDERS' MEETING HELD
time) (11 a.m. The initial Meeting will commence at 10 a.m. (London time) (11 a.m. CET).
CET)
on 23 July 2020
If the Extraordinary Resolution is passed at the Meeting:
As soon as 5. Announcement of the results of the Meeting and, if the Extraordinary Resolution is passed,
reasonably satisfaction (or not) of the Eligibility Condition.
practicable after Delivery of notice of such results to Euroclear and Clearstream, Luxembourg for communication
the Meeting to their account holders and an announcement released on the regulatory news service of the
London Stock Exchange.
At or around 1 p.m. 6. Pricing Time and Pricing Date
(London time) (2 If the Extraordinary Resolution is passed at the initial Meeting (or at a subsequent adjourned
p.m. CET) Meeting) and the Eligibility Condition is satisfied, Solicitation Agent to calculate the Adjusted
on 23 July 2020 Margin, which includes the LIBOR vs SONIA Interpolated Basis.
(Pricing Date) A pricing announcement will be sent to Covered Bondholders as soon as practicable following
the Pricing Time on the Pricing Date.
2 August 2020 7. If the Extraordinary Resolution is passed at the initial Meeting (or at a subsequent adjourned
Meeting) and the Eligibility Condition is satisfied, the modifications to the Conditions of
the Series 2018-1 Covered Bonds described in the Consent Solicitation Memorandum will be implemented
with effect on and from 2 August 2020 (the Effective Date, except where there is an adjournment
of the Meeting, in which case the Effective Date will be the first Interest Payment Date following
the satisfaction of the Consent Conditions).
(Effective Date)
Covered Bondholders are advised to check with any Clearing
System, bank, securities broker or other intermediary through which
they hold Series 2018-1 Covered Bonds when such Clearing System or
intermediary would need to receive instructions from a Covered
Bondholder in order for that Covered Bondholder to be able to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Consent Solicitation by the deadlines specified above. The
deadlines set by any such intermediary and each Clearing System for
the submission of Electronic Voting Instructions will be earlier
than the relevant deadlines specified above.
Until the Extraordinary Resolution is passed and the Eligibility
Condition and Consent Condition are satisfied, no assurance can be
given that the Proposal will take effect. If a quorum is not
achieved at the initial Meeting or the quorum is achieved and the
Extraordinary Resolution is passed but the Eligibility Condition is
not satisfied, the initial Meeting may be adjourned for not less
than 13 clear days (but without any maximum number of clear days)
and any such adjourned Meeting of Covered Bondholders will be held
at such time as will be notified to the Covered Bondholders in the
notice of adjourned Meeting.
If the initial Meeting is adjourned for want of quorum, the
Issuer may elect to terminate the Consent Solicitation prior to the
adjourned Meeting with the result that the Proposal is not
adopted.
Rating Agencies
Copies of the draft Amended and Restated Series 2018-1 Final
Terms, the Supplemental Trust Deed, the Supplemental Intercompany
Loan Agreement and the Supplemental Agency Agreement (together the
Amendment Documents), as referred to in the Extraordinary
Resolution above, have been reviewed by each of Fitch Ratings
Limited (Fitch) and Moody's Investors Service Limited (Moody's).
Neither Fitch nor Moody's has, based on the information provided to
them, raised any comments in respect of the draft Amendment
Documents.
No consent fee will be payable in connection with the
Proposal.
Capitalised terms used but not defined herein shall have the
meanings set out in the Consent Solicitation Memorandum.
Further information relating to the Consent Solicitation can be
obtained directly from the Solicitation Agent and the Tabulation
Agent:
NatWest Markets plc Lucid Issuer Services Limited
250 Bishopsgate Tankerton Works
London EC2M 4AA 12 Argyle Walk
United Kingdom London WC1H 8HA
Telephone: +44 20 7678 5222 United Kingdom
Attention: Liability Management Telephone: +44 20 7704 0880
Email: liabilitymanagement@natwestmarkets.com Attention: Arlind Bytyqi
Email: skipton@lucid-is.com
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 Covered Bondholder 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 stockbroker,
bank manager, solicitor, accountant, independent financial adviser
authorised under the Financial Services and Markets Act 2000, as
amended (if in the United Kingdom) or other appropriately
authorised financial adviser. Any individual or company whose
Series 2018-1 Covered Bonds 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.
The distribution of the Consent Solicitation Memorandum in
certain jurisdictions may be restricted by law. Persons into whose
possession the Consent Solicitation Memorandum comes are required
by the Issuer, the LLP, the Solicitation Agent and the Tabulation
Agent to inform themselves about, and to observe, any such
restrictions.
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
MSCDZGGNRMLGGZG
(END) Dow Jones Newswires
July 01, 2020 04:54 ET (08:54 GMT)
Skip.b.s 22 (LSE:72FP)
Graphique Historique de l'Action
De Jan 2025 à Fév 2025
Skip.b.s 22 (LSE:72FP)
Graphique Historique de l'Action
De Fév 2024 à Fév 2025
