RNS Number:9476O
Cloverie PLC
28 February 2008
Company Announcement
CLOVERIE P.L.C. (the "Issuer")
(incorporated with limited liability in the Republic of Ireland)
Registered Office: AIB International Centre, International Financial Services
Centre
Dublin 1, Ireland
28 February 2008
Notice of Amendment:
Cloverie Series 2004-005 EUR 20,000,000 Floating Rate Portfolio Credit Linked
Notes due 2009, ISIN XS0188553480 ("Series 2004-005")
Cloverie Series 2004-007 EUR 45,100,000 Class A Floating Rate Portfolio Credit
Linked Notes due 2009, ISIN XS0190211069 ("Series 2004-007")
Cloverie Series 2004-008 EUR 45,000,000 Class B Floating Rate Portfolio Credit
Linked Notes due 2009, ISIN XS0190210764 ("Series 2004-008")
Cloverie Series 2004-010 EUR 5,000,000 Class D Floating Rate Portfolio Credit
Linked Notes due 2009, ISIN XS0190210178 ("Series 2004-010")
Cloverie Series 2004-016 USD 1,000,000 Class D Floating Rate Portfolio Credit
Linked Notes due 2009, ISIN XS0190216456 ("Series 2004-016")
Cloverie Series 2004-018 JPY 3,000,000,000 Class B Floating Rate Portfolio
Credit Linked Notes due 2009, ISIN XS0190215649 ("Series 2004-018")
Cloverie Series 2004-020 EUR 150,000,000 Class B Floating Rate Portfolio Credit
Linked Notes due 2009, ISIN XS0190217777 ("Series 2004-020")
Cloverie Series 2004-021 SEK 146,000,000 Variable Rate Portfolio Credit Linked
Notes due 2009, ISIN XS0190902568 ("Series 2004-021")
Cloverie Series 2004-030 USD 1,000,000 Class D Fixed Rate Portfolio Credit
Linked Notes due 2009, ISIN XS0193235958 ("Series 2004-030" and together with
Series 2004-005, Series 2004-007, Series 2004-008, Series 2004-010, Series
2004-016, series 2004-018, Series 2004-020 and Series 2004-021, the "Notes")
The Issuer wishes to announce an amendment to the Conditions of the Notes
approved on 25 February 2008.
We hereby notify you that, the Trustee hereby agrees with the Issuer and the
Swap Counterparty that the Conditions of the Notes have, with the consent of the
Trustee, been amended as follows:
1. by adding a new Condition 4.11 thereto in the form set out
in the schedule hereto; and
2. by inserting a new paragraph (numbered one greater than the
highest existing number) in the relevant Series Prospectus, specifying that "
Noteholder Substitution of Collateral" is applicable.
This amendment is effective immediately.
For further information please contact:
Kate Boyle
Arthur Cox Listing Services Limited
- 353 1 618 1108
Schedule
Collateral Replacement Option
The following provisions are due to apply to the Conditions of each Affected
Series. All capitalised terms, conditions and schedules mentioned in this
Schedule 2 relate to terms, conditions and schedules set out in the relevant
Conditions.
4.11 Replacement of Collateral
4.11.1 If "Noteholder Substitution of Collateral" is specified in the relevant
Final Terms as applicable, any Noteholder may give a Noteholder Substitution
Notice to the Issuer, with a copy to the Disposal Agent, the Swap Counterparty
and the Trustee requesting that the Issuer procures that all of the Collateral
is sold and that the proceeds from such sale are applied to purchasing the
securities (the "Replacement Collateral") specified in such Noteholder
Substitution Notice.
"Noteholder Substitution Notice" means a notice in writing from a Noteholder to
the Issuer, requesting that the Issuer procure that all of the Collateral be
sold and that the proceeds from such sale be applied to purchasing the
Replacement Collateral. Such notice will certify that such Noteholder is not a
United States resident and will specify (a) the Noteholder's identity, (b)
contact details and details of cash and securities accounts for the Noteholder,
(c) the identity and nominal amount of the Replacement Collateral and (d) a
proposed date for such substitution.
4./11.2 Subject to (i) the Replacement Collateral specified in the Noteholder
Substitution Notice meeting the Replacement Collateral Criteria (as defined
below); (ii) the Swap Counterparty and the Option Counterparty giving their
written consent (such consent not to be unreasonably withheld); and (iii) such
Replacement Collateral being held to charges in favour of the Trustee as set out
in the Supplemental Trust Deed; (a) the Issuer, at its own expense, shall
request an opinion addressed to the Trustee from an investment adviser
independent of the Noteholders, Trustee and Swap Counterparty and acceptable to
the Trustee (the "Investment Adviser") confirming that replacing the Collateral
with Replacement Collateral will result in an economic effect to the Noteholders
that is equivalent to or better than the position immediately prior to such
replacement and will not have a material adverse effect on the Noteholders (the
date on which the Investment Adviser delivers its opinion to the Trustee shall
be the "Confirmation Date") and the costs and expenses, including for the
avoidance of doubt any value added tax of Ireland or elsewhere, incurred by the
Issuer in relation to obtaining such an opinion shall be reimbursed to the
Issuer without delay by the Noteholder, and (b) the Issuer shall provide a copy
of the relevant Noteholder Substitution Notice to all Noteholders and the Swap
Counterparty and shall solicit the consent of each Noteholder to the proposed
substitution. Noteholders wishing to consent to the proposed substitution (each
a "Consenting Noteholder") shall do so by giving notice in writing to the Issuer
(with a copy to the Trustee, the Disposal Agent and the Swap Counterparty) (the
"Consenting Noteholder Substitution Notice") on or before the date (the "Consent
Date") that is 10 Business Days from the date of the Issuer's request
specifying:
(i) that such Consenting Noteholder consents to the sale of the
Collateral and the purchase of the Replacement Collateral;
(ii) that such Consenting Noteholder (A) agrees to pay the pro rata
portion of any Estimated Deficiency Amount (as defined below) owed by such
Consenting Noteholder in accordance with this Condition and (B) directs the
Disposal Agent to use such amount, together with the Actual Proceeds (as defined
below), to purchase the Replacement Collateral;
(iii) that such Consenting Noteholder agrees to indemnify the Issuer and
the Disposal Agent for any losses incurred in connection with such Consenting
Noteholder failing to make timely payment of any amount falling due in
accordance with this Condition; and
(iv) such Consenting Noteholder's direct contact information.
Notwithstanding the provisions of Condition 13, if Noteholders holding more than
50 per cent. in principal amount of the then outstanding Notes give notice in
accordance with this Condition consenting to the substitution of the Collateral
by the Replacement Collateral, all Noteholders will be bound by such decision,
and such modifications shall be made to the Supplemental Trust Deed (including
to these Conditions), or other relevant documents relating to the Notes, as may
be necessary in the opinion of the Trustee, in accordance with the Supplemental
Trust Deed.
"Replacement Collateral Criteria" means:
(a) the Replacement Collateral being denominated in the same currency, as the
Collateral, provided that, if at the time of the proposed replacement no
securities denominated in the same currency as the Collateral are outstanding
that meet the Replacement Collateral Criteria, securities denominated in euro,
pounds Sterling, U.S. dollars, Canadian dollars or Japanese yen, that otherwise
meet the Replacement Collateral Criteria shall be deemed to meet all the
Replacement Collateral Criteria;
(b) the Replacement Collateral having a scheduled maturity date no later than
the scheduled maturity date of the Collateral;
(c) the Replacement Collateral having a rating of not less than "AAA" by
Standard and Poor's, "Aaa" by Moody's and "AAA" by Fitch, and such rating
agencies have not indicated a negative outlook in respect of the rating assigned
by it or put such rating on review for a possible downgrade, as the case may be;
(d) either (i) the Swap Counterparty having certified to the Issuer that it will
not suffer a cost or loss or a reduction in the marked to market value of the
Swap Agreement as a result of such substitution or (ii) arrangements having been
made which are reasonably satisfactory to the Swap Counterparty to compensate it
for any cost or loss or reduction in marked to market value which it certifies
to the Issuer that it will incur in connection with such substitution;
(e) the Replacement Collateral being debt securities issued by the government
(or any government agency) of Germany, France, the United Kingdom; or being debt
securities issued by the International Bank for Reconstruction and Development,
the European Investment Bank or the European Bank for Reconstruction and
Development;
(f) any relevant rating agency having been notified of the proposed
substitution; and
(g) the aggregate principal amount of the Replacement Collateral is equal to or
greater than the aggregate principal amount of the Collateral, or its equivalent
if the securities to be purchased as Replacement Collateral are not denominated
in the same currency as the Collateral (as contemplated in criterion (a) above).
4.11.3 At 10.00 a.m. (London time) (the "Cut-off Time") on the third Business
Day following the later of the Confirmation Date and the Consent Date (such
later date the "Trigger Date"), the Disposal Agent shall attempt to obtain at
least three indicative bid quotations for the Collateral from dealers in
obligations of the type of the Collateral for settlement on the eighth Business
Day following the Trigger Date, including from the Swap Counterparty. On the
same day, the Disposal Agent shall attempt to obtain at least three indicative
offer quotations for the Replacement Collateral from dealers in obligations of
the type of the Replacement Collateral for settlement on the eighth Business Day
following the Trigger Date, including from the Swap Counterparty. For the
avoidance of doubt, the Swap Counterparty shall be under no obligation to give a
bid quotation in respect of the Collateral or an offer quotation in respect of
the Replacement Collateral. If (i) no indicative bid quotation for the
Collateral or (ii) no indicative offer quotation for the Replacement Collateral
is available at the Cut-off Time then the Disposal Agent shall be under no duty
to obtain any further quotations and the Collateral shall not be replaced.
4.11.4 At the Cut-off Time, if at least one indicative bid quotation for the
Collateral and at least one indicative offer quotation for the Replacement
Collateral are available, the Disposal Agent shall use the highest indicative
bid quotation for the Collateral (the "Highest Bid") and the lowest indicative
offer quotation for the Replacement Collateral (the "Lowest Offer") to calculate
(a) the estimated proceeds from a sale of the Collateral to the person (the "
Highest Bidder") submitting the Highest Bid (the "Estimated Proceeds") and (b)
the Estimated Replacement Collateral Cost.
The "Estimated Replacement Collateral Cost" shall be the estimated amount,
calculated by the Disposal Agent in its absolute discretion and acting in good
faith and in a commercially reasonable manner, of the purchase price for the
Replacement Collateral from the person (the "Lowest Offeror") submitting the
Lowest Offer and shall include such additional sum that the Disposal Agent
considers reasonable to allow for any difference between (a) the indicative
offer quotation of the Lowest Offeror obtained on such date and (b) the firm
offer quotation of the Lowest Offeror obtained in accordance with Condition
4.11.6.
If the Estimated Proceeds are less than the Estimated Replacement Collateral
Cost, the Disposal Agent shall give notice in writing to each Consenting
Noteholder, by midday (London time) on the third Business Day following the
Trigger Date, in accordance with the contact details provided in the Consenting
Noteholder Substitution Notice, of the difference between the Estimated Proceeds
and the Estimated Replacement Collateral Cost (the "Estimated Deficiency Amount
") and the amount required to be paid by such Consenting Noteholder in respect
of the Estimated Deficiency Amount. The portion of the Estimated Deficiency
Amount owed by each Consenting Noteholder shall equal the product of (A) a
fraction, the numerator of which is the principal amount of Notes owned by the
Consenting Noteholder and the denominator of which is the aggregate principal
amount of Notes owned by all Consenting Noteholders and (B) the Estimated
Deficiency Amount. Each Consenting Noteholder shall pay to the Disposal Agent
its portion of the Estimated Deficiency Amount by the time and date set out in
Condition 4.11.5 in immediately available funds for value the third Business Day
following the Trigger Date.
4.11.5 If the Disposal Agent has not received the Estimated Deficiency Amount
in full by 10.00 a.m. (London time) on the fifth Business Day following the
Trigger Date, the Disposal Agent shall not accept any bid submitted for the
Collateral nor any offer submitted to sell the Replacement Collateral, shall not
sell the Collateral or buy the Replacement Collateral, and shall promptly return
any portion of the Estimated Deficiency Amount received from the Consenting
Noteholders to such Consenting Noteholders in the proportions in which it was
received.
4.11.6 If the Disposal Agent has received the Estimated Deficiency Amount in
full by midday (London time) on the fifth Business Day following the Trigger
Date, the Disposal Agent shall ask the Highest Bidder to give its firm bid
quotation to buy the Collateral for settlement on the eighth Business Day
following the Trigger Date and shall ask the Lowest Offeror to give its firm
offer quotation to sell the Replacement Collateral for settlement on the eighth
Business Day following the Trigger Date. The Disposal Agent shall calculate
whether the sum of (A) the proceeds from the sale of the Collateral if it were
to accept the firm bid quotation of the Highest Bidder (the "Actual Proceeds")
and (B) the Estimated Deficiency Amount is more or less than the actual purchase
price of the Replacement Collateral if the Disposal Agent were to accept the
firm offer quotation of the Lowest Offeror (the "Actual Replacement Collateral
Cost"). If (i) either or both of the Highest Bidder and the Lowest Offeror fail
to provide such firm quotations in accordance with this provision or (ii) the
sum of the Actual Proceeds and the Estimated Deficiency Amount are less than the
Actual Replacement Collateral Cost, the Disposal Agent shall not accept any bid
submitted for the Collateral nor any offer submitted to sell the Replacement
Collateral, shall not sell the Collateral or buy the Replacement Collateral, and
shall promptly return any portion of the Estimated Deficiency Amount received
from the Consenting Noteholders to such Consenting Noteholders in the
proportions in which it was received.
4.11.7 If the sum of the Actual Proceeds and the Estimated Deficiency Amount
is equal to or greater than the Actual Replacement Collateral Cost, the Disposal
Agent shall sell the Collateral to the Highest Bidder for settlement on the
eighth Business Day following the Trigger Date and shall use the Actual Proceeds
and the Estimated Deficiency Amount to purchase the Replacement Collateral from
the Lowest Offeror for settlement on the eighth Business Day following the
Trigger Date. To the extent that the sum of the Actual Proceeds and the
Estimated Deficiency Amount exceed the Actual Replacement Collateral Cost (such
excess being the "Surplus"), the Disposal Agent shall distribute the Surplus pro
rata to the Consenting Noteholders for value the eighth Business Day following
the Trigger Date.
4.11.8 Upon the Disposal Agent's purchase of any Replacement Collateral as
described in the preceding paragraphs, with effect from the date of the delivery
of the Replacement Collateral, the payment obligations of the parties under the
Swap Agreement shall be adjusted so that the payment obligations of the Issuer
shall reflect the replacement of the Collateral with the Replacement Collateral.
For the avoidance of doubt, the payment obligations of the Swap Counterparty to
the Issuer under the Swap Agreement shall not be adjusted as a result of such
replacement of the Collateral.
4.11.9 For the avoidance of doubt, the Replacement Collateral shall constitute
the Collateral and shall be secured as set out in Condition 4.1.
4.11.10 Following the Noteholder's replacement of the Collateral with the
Replacement Collateral, provided that the relevant Series is listed and admitted
to trading on the regulated market of the Irish Stock Exchange and the
guidelines of such exchange so require, the appropriate document will be
prepared and submitted to the relevant stock exchange for their consent before
being published in accordance with their listing guidelines.
4.11.11 If the Notes are rated by any rating agency or rating agencies, the
Issuer undertakes to the Trustee and the Noteholders in relation to the Notes
that it will forthwith, prior to the replacement of the Collateral: (i) notify
the Trustee and such rating agency or rating agencies of the Collateral to be
replaced and the Replacement Collateral; and (ii) obtain written confirmation
from such rating agency or rating agencies (with the exception of Moody's) that
its then current rating of the Notes will not be adversely affected or withdrawn
by such rating agency as a result of the replacement of such collateral.
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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