TIDM83NO
RNS Number : 0336Z
Lanark Master Issuer PLC
07 January 2020
NOT FOR 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 TO ANY U.S. PERSON (AS DEFINED BELOW) OTHER THAN A
QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMED OR (B) IN OR INTO ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
DOCUMENT.
7 January 2020
LANARK MASTER ISSUER PLC
(incorporated in England and Wales with limited liability under
registered number 6302751)
(the "Issuer")
NOTICE
to the holders of the following Notes:
Current Rate
ISIN Common Code Aggregate of Interest
Description Reg S / Rule Reg S / Rule Principal (per cent.
of Notes 144A 144A Amount Outstanding per annum)
-------------------- ---------------- -------------- -------------------- --------------
GBP800,000,000 XS1639251922 163925192 GBP800,000,000 Three month
Series 2017-1 / XS1639368957 / 163936895 Sterling
Class 2A Notes LIBOR + 0.55
due 2069 (the per cent.
"Series 2017-1 Floating
Class 2A Notes") Rate
GBP285,000,000 XS1759231522 175923152 GBP285,000,000 Three month
Series 2018-1 / XS1760615291 / 176061529 Sterling
Class 2A Notes LIBOR + 0.42
due 2069 (the per cent.
"Series 2018-1 Floating
Class 2A Notes" Rate
and, together
with the Series
2017-1 Class
2A Notes, the
"2017/2018 Notes")
GBP250,000,000 XS1839669527 183966952 GBP250,000,000 Three month
Series 2018-2 / XS1839669873 / 183966987 Sterling
Class 2A Notes LIBOR + 0.52
due 2069 (the per cent.
"2018-2 Notes") Floating
Rate
(each a "Series", together the "Notes" and the holders thereof,
the "Noteholders")
The Issuer has today given a Notice of Meetings in respect of
the Notes for the purpose of soliciting a consent to the
modification of the terms and conditions of each Series and
consequential or related amendments to the transaction documents of
such Series such that the existing Sterling LIBOR interest basis of
the Notes is replaced by a Compounded Daily SONIA interest basis,
as proposed by the Issuer (in respect of each Series, the
"Proposal") for approval by extraordinary resolution of the
Noteholders of each Series, all as further described in the consent
solicitation memorandum dated 7 January 2020 (the "Consent
Solicitation Memorandum").
1. NOTICE OF MEETINGS IN RESPECT OF THE NOTES
To view the Notice of Meetings, please paste the following URL
into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/0336Z_1-2020-1-7.pdf
2. INDICATIVE TIMETABLE FOR THE CONSENT SOLICITATIONs
This is an indicative timetable showing one possible outcome for
the timing of the Consent Solicitations based on the dates in the
Consent Solicitation Memorandum and assuming that no Meeting is
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 Solicitations as described in the Consent
Solicitation Memorandum. Accordingly, the actual timetable may
differ significantly from the timetable below.
Date Action
--------------------------------------------------------- -----------------------------------------------------------
7 January 2020 Announcement of Consent Solicitations
Notice of Meeting published via RNS and delivered to
Clearing Systems for communication to
Direct Participants.
Copies of the Consent Solicitation Memorandum available
for collection from the Tabulation
Agent and from the specified office of the Principal
Paying Agent.
From this date, the relevant Noteholders may arrange for
the relevant Notes 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 Registrar in order to
obtain form of proxy or give valid
Electronic Voting Instructions.
4.00 p.m., Expiration Deadline
London time, 24 January 2020 Deadline for receipt by the Tabulation Agent of all valid
Electronic Voting Instructions in
order for Noteholders to be able to participate in the
relevant Consent Solicitations.
Deadline for making any other arrangements to attend or be
represented at the relevant Meetings.
From 10.00 a.m., London time, 29 January 2020 Meetings
Meetings in respect of each Series to be held at the
offices of Clifford Chance LLP at 10
Upper Bank Street, London E14 5JJ, United Kingdom.
As soon as reasonably practicable after the Meetings Announcement of the results of the Meetings and, if
applicable, satisfaction of Eligibility
Condition(s)
Announcement of the results of the Meetings and, if the
relevant Extraordinary Resolution
is passed, whether the Eligibility Condition in respect of
such Extraordinary Resolution has
been satisfied.
Such announcement to be published via RNS and delivered to
Clearing Systems for communication
to Direct Participants.
At or around 1 p.m., London time, 29 January 2020 Pricing Time and Pricing Date
Solicitation Agent to calculate the relevant LIBOR v SONIA
Interpolated Basis, New Margin
and New Step-Up Margin.
A pricing announcement will be published via RNS and
delivered to Clearing Systems for communication
to Direct Participants
As soon as reasonably practicable after the Pricing Date Implementation Date
If the relevant Extraordinary Resolution is passed and the
Eligibility Condition in respect
of the relevant Series is satisfied, the Loan Tranche
Amendment Deed, the Funding Basis Rate
Swaps Amendment Deed, the 2017/2018 Amendment Deed and/or
the 2018-2 Amendment Deed (as applicable),
each as suitably modified to reflect the relevant
Extraordinary Resolutions and to effect
the relevant changes, is expected to be executed, with the
changes coming into effect from
the relevant Effective Date applicable to such Series.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the relevant
Consent Solicitation(s) before 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 relevant Extraordinary Resolution is passed and the
Eligibility Condition has been satisfied, no assurance can be given
that the Proposal in respect of the relevant Series 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
shall be adjourned for not less than 13 clear days nor more than 42
clear days and the adjourned Meeting of Noteholders will be held at
such time as will be notified to the Noteholders in the notice of
adjourned Meeting.
Extraordinary Resolutions are independent
The Extraordinary Resolutions in respect of each Series are
independent and not inter-conditional, and the Issuer will
implement changes to one or more Series and not to others in the
event that the Extraordinary Resolutions are passed and the
Eligibility Condition satisfied in respect of some Series and not
the others.
Rating Agencies
Draft copies of the Consent Solicitation Memorandum, the
2017/2018 Amendment Deed, the 2018-2 Amendment Deed, the Loan
Tranche Amendment Deed and the Funding Basis Rate Swaps Amendment
Deed (together, the "Draft Documents") have been reviewed by each
of S&P Global Ratings Europe Limited, Moody's Investors Service
Ltd. and Fitch Ratings Limited (together, the "Ratings Agencies").
Each of the Rating Agencies either has provided, or will prior to
the Expiration Deadline be providing, either a ratings confirmation
letter (addressed to the Issuer) or a public statement of no rating
action.
No consent fee will be payable in connection with the
Proposals.
Capitalised terms used but not defined herein shall have the
meanings set out in the Consent Solicitation Memorandum.
Further information relating to the Consent Solicitations can be
obtained directly from 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
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
solicitations. 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 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 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 solicitations.
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, Clydesdale, 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
MSCBRMITMTMMBJM
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January 07, 2020 09:05 ET (14:05 GMT)
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