2023-09-06 04:01:04
EQS-News: Luminis Finance Public Limited Company / Key word(s):
Miscellaneous
Luminis Finance Public Limited Company : NOTICE OF AMENDMENT
06.09.2023 / 06:00 CET/CEST
The issuer is solely responsible for the content of this announcement.
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NOTICE OF AMENDMENT
LUMINIS FINANCE PLC
(a public limited company incorporated under the laws of Ireland with its
registered office at 32 Molesworth Street, Dublin 2, Ireland, with
registration number 635696)
Legal Entity Identifier (LEI): 54930067RSRCM166RP48
(the “Issuer”)
Series 2021-06 USD 25,000,000 Range Accrual Notes due 2050 (ISIN:
XS2321650140) (the “Notes”)
Pursuant to a trust instrument dated 31 March 2021 between the Issuer and,
inter alios, the Trustee (as amended and restated from time to time, the
“Trust Instrument”), the Issuer has constituted and issued the Notes on
the terms set out in the Trust Instrument. In connection with the Notes,
the Issuer entered into a swap confirmation (as amended and restated from
time to time, the “Swap Confirmation”) with the Swap Counterparty on 20
December 2021.
Unless otherwise specified, capitalised terms used but not defined in this
Notice of Amendment shall have the meanings given to them in the Trust
Instrument (which incorporates by reference the General Definitions
Module, March 2021 Edition dated 1 March 2021), save to the extent
supplemented or modified herein.
NOTICE IS HEREBY GIVEN that, pursuant to the Deed of Release and Amendment
dated 29 June 2023 (as annexed hereto), the Issuer has effected certain
amendments to (i) the Pricing Supplement set out within Schedule 1
(Pricing Supplement) of the Trust Instrument and (ii) to the Swap
Confirmation. Having received the consent of the Holders of the Notes,
such amendments took effect on 29 June 2023.
This Notice is given by the Issuer.
Dated 05 September 2023
For further information contact:
Luminis Finance PLC
32 Molesworth Street
Dublin 2
Ireland
For the attention of: The Directors
Telephone number: +353 1697 3200
Dated 29 June 2023
LUMINIS FINANCE PLC
and
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED
and
THE BANK OF NEW YORK MELLON, LONDON BRANCH
and
THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH
and
GOLDMAN SACHS INTERNATIONAL
DEED OF RELEASE AND AMENDMENT
Series 2021-06 USD 25,000,000 Range Accrual Notes due 2050
(ISIN: XS2321650140)
This Deed is made on 29 June 2023 between:
(1) LUMINIS FINANCE PLC, incorporated with limited liability in Ireland
with registration number 635696 and having its registered office at 32
Molesworth Street, Dublin 2 Ireland in its capacity as Issuer;
(2) BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED of 160 Queen Victoria
Street, London, EC4V 4LA, United Kingdom in its capacity as Trustee;
(3) THE BANK OF NEW YORK MELLON, LONDON BRANCH of 160 Queen Victoria
Street, London, EC4V 4LA, United Kingdom in its capacity as Principal
Paying Agent;
(4) THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH of Vertigo
Building – Polaris, 2-4 rue Eugène Ruppert, L-2453, Luxembourg in its
capacities as Custodian, Registrar, Authentication Agent and Transfer
Agent; and
(5) GOLDMAN SACHS INTERNATIONAL of Plumtree Court, 25 Shoe Lane, London
EC4A 4AU, United Kingdom in its capacities as Calculation Agent, Dealer,
Selling Agent, Swap Counterparty and Vendor,
all parties together, referred to as the “Parties” and relating to the
Series 2021-06 USD 25,000,000 Range Accrual Notes due 2050 (the “Notes”).
The amended terms of the Notes are as set out in Schedule C (Amended and
Restated Pricing Supplement) to this Deed.
Whereas:
A. The Issuer has established its Limited Recourse Securities Programme
(the “Programme”) for the issue of secured notes;
B. Pursuant to a trust instrument entered into between the Issuer and,
inter alios, the Trustee dated 31 March 2021 (the “Original Trust
Instrument”) the Issuer constituted and issued the Notes on the terms
set out in the Original Trust Instrument;
C. Pursuant to a deed of amendment entered into between the Issuer and,
inter alios, the Trustee dated 20 December 2021 (the “Deed of
Amendment”), the Trust Instrument was amended and the Pricing
Supplement scheduled to the Original Trust Instrument was amended and
restated (the Original Trust Instrument as so amended and restated,
the “Trust Instrument”);
D. The Trustee, acting with Holder Consent, has agreed with the Issuer to
the Asset Exchange and Amendments set out in this Deed; and
E. The Parties have resolved to enter into this Deed of Release and
Amendment for the purposes set out below.
It is agreed as follows:
1 Interpretation 1.1 Definitions: Terms defined in this
Deed have the meanings given to them in the Trust Instrument (which
incorporates by reference the General Definitions Module dated 1 March
2021 (the “General Definitions”)). In addition, the provisions of the
General Definitions relating to construction of certain references shall
apply to this Deed as if set out herein.
1.2 Additional Definitions: For the purposes of this Deed:
“Asset Exchange and Amendments” means the action and steps contemplated by
Clause 2.1 (Asset Exchange and Amendments) and any other action necessary
in order to give effect thereto.
“Effective Date” means 29 June 2023.
“Electronic Consent Request” means a notice delivered by the Issuer
through Euroclear and Clearstream to the relevant accountholders,
substantially in the form set out in Schedule A (Form of Electronic
Consent Request) hereto, in which the Issuer requests Holder Consent.
“Holder Consent” means the Holders representing at least 75 per cent. of
the aggregate principal amount of the Notes outstanding consenting to the
Asset Exchange and Amendments which shall take effect as an Extraordinary
Resolution pursuant to and in accordance with paragraphs 5(i)(iii) and
5(j) (Conduct of Business at Meetings) of Schedule 3 (Provisions for
Meetings of Holders) of the Trust Terms Module, and have accordingly
authorised, empowered, requested, directed, indemnified, exonerated and
discharged the Trustee to enter into this Deed.
“Holder Notification” means a notice notifying the Holders of the Asset
Exchange and Amendments, substantially in the form set out in Schedule B
(Form of Holder Notification).
“Initial Charged Asset 1” has the meaning given to it in the Amended and
Restated Pricing Supplement.
“Initial Charged Asset 2” has the meaning given to it in the Amended and
Restated Pricing Supplement.1 .3 Contracts (Rights of Third Parties) Act
1999: A person who is not a party to this Deed has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Deed.
2. Asset Exchange and Amendments
2.1 Asset Exchange and Amendments: With effect from the Effective Date,
the Parties agree that:
2.1.1 the Pricing Supplement in respect of the Notes set out within
Schedule 1 of the Trust Instrument as amended and restated by the Deed of
Amendment shall be further amended and restated in the form set out in
Schedule C (Amended and Restated Pricing Supplement) hereto (the “Amended
and Restated Pricing Supplement”);
2.1.2 the Initial Charged Asset 1 will be released from the security
constituted by the Trust Instrument and the Luxembourg Pledge (without
recourse to, or representation or warranty by, the Trustee) and, in
exchange therefor, the Initial Charged Asset 2 shall become charged and
pledged under, respectively, the Trust Instrument and the Luxembourg
Pledge and accordingly shall constitute the Initial Charged Assets in
relation to the Notes; and
2.1.3 the Swap Agreement in relation to the Notes as modified and
supplemented to the extent set out in the Pricing Supplement including by
the Interest Rate Swap Confirmation appended in Part D (Swap Agreement
Confirmation Terms) to the Pricing Supplement shall be amended and
restated in the form set out in the Amended and Restated Pricing
Supplement including by the Interest Rate Swap Confirmation appended in
Part D (Swap Agreement Confirmation Terms) to the Amended and Restated
Pricing Supplement.
2.2 Effect: The various steps contemplated by Clause 2.1 (Asset Exchange
and Amendments) shall take effect on the Effective Date and the Trust
Instrument shall, from the date of this Deed, be construed accordingly.
Except as provided herein, the Trust Instrument remains in full force and
effect and the Asset Exchange and Amendments do not affect any of the
rights or obligations that have arisen from the Trust Instrument prior to
the date of this Deed.
2.3 Holder Notification: The Principal Paying Agent is hereby instructed
by the Issuer to notify the Holders of the Asset Exchange and Amendments
by delivering the Holder Notification in accordance with Condition 15
(Notices).
2.4 Registered Global Security: The Registrar shall, on behalf of the
Issuer, attach the Amended and Restated Pricing Supplement to a copy of
the signed master Registered Global Security in place of the Pricing
Supplement.
3 Settlement
3.1 The Issuer shall procure that, and hereby instructs the
Custodian that, the settlement of the purchase of the Initial Charged
Asset 2 from the Vendor and the delivery of the Initial Charged Asset 1 to
the Vendor is effected on behalf of the Issuer pursuant to, and in
accordance with, the terms set out in this Clause 3 (as may be amended
and/or supplemented by the Dealer and/or the Vendor, as applicable) (the
“Settlement Instructions”), notwithstanding anything to the contrary in
the Sale Agreement:
Purchase of Initial Charged Asset 2
(i) Delivery of Initial Charged Asset 2 to the Custodian on behalf of the
Issuer:
ISIN: US46513JB593
Trade Date in respect of the restructuring: 06 June 2023
Settlement Date: 29 June 2023
Currency: United States Dollar (“USD”)
Notional Amount: USD 31,500,000
Transfer from: EC 94589
Transfer to: 27017
Transfer Basis: Delivery Free of Payment
(ii) Delivery of Initial Charged Asset 1 to the Vendor by the Custodian on
behalf of the Issuer:
ISIN: US46513JB429
Trade Date in respect of the restructuring: 06 June 2023
Settlement Date: 29 June 2023
Currency: USD
Notional Amount: USD 31,500,000
Transfer from: 27017
Transfer to: EC 94589
Transfer Basis: Delivery Free of Payment
3.2 Notwithstanding anything to the contrary in the Sale
Agreement, the consideration for the Initial Charged Asset 2 payable on
the Settlement Date will be satisfied by the delivery by the Custodian on
behalf of the Issuer of USD 31,500,000 principal amount of Initial Charged
Asset 1 as described in the Settlement Instructions.
3.3 The Trustee hereby authorises and the Custodian hereby agrees
to the Issuer’s instruction that the purchase of the Initial Charged Asset
2 from the Vendor and the delivery of the Initial Charged Asset 1 to the
Vendor is effected on behalf of the Issuer pursuant to, and in accordance
with, the Settlement Instructions and Clause 3.2 above.
3.4 The Issuer hereby instructs the Trustee to agree to the Asset
Exchange and Amendments and to give the authorisation to the Custodian
referred to in Clause 3.3.
4. Consent
4.1 Holder Consent: The Issuer has delivered, on or prior to the date
hereof, the Electronic Consent Request (the voting deadline provided
therein was extended pursuant to a further notice dated 27 June 2023 and
thereby the Effective Date (as defined in the Electronic Consent Request)
was extended to 29 June 2023) requesting Holder Consent and has received
the requisite responses to authorise the Asset Exchange and Amendments.
4.2 Consent of the Trustee: Having considered the Holder Consent received,
the Trustee hereby agrees to the Asset Exchange and Amendments on the
basis that the Trustee has received the approval of an Extraordinary
Resolution and the consent of the Swap Counterparty referred to in Clause
4.4.
4.3 Acknowledgement of other Parties: The other Parties acknowledge (i)
the Asset Exchange and Amendments and (ii) that the Trustee enters into
this Deed with the approval of an Extraordinary Resolution.
4.4 Consent of the Swap Counterparty: Having considered the Holder
Consent received, the Swap Counterparty hereby confirms it consents to the
Asset Exchange and Amendments on the basis that the Trustee has received
the approval of an Extraordinary Resolution.
4.5 Confirmation of security: The Issuer acknowledges and confirms
that, with effect from the Effective Date, the Initial Charged Asset 2
shall become the Initial Charged Asset subject to the security created by
the Trust Instrument and the Luxembourg Pledge and, without prejudice to
such confirmation but for the avoidance of doubt, hereby also charges and
pledges the Initial Charged Asset 2 pursuant to this Deed.
5. Entry into the Deed
The Issuer instructs the Custodian, Registrar, Transfer Agent,
Authentication Agent, Trustee and Principal Paying Agent, to enter into
this Deed.
6 Limited Recourse and Non-Petition 6.1 Each of the
parties to this Deed shall have recourse in respect of any claim only to
the Secured Property, subject always to the security created by and the
provisions of the Trust Instrument (as amended). Subject to the Trustee
(or any Holder) having realised and/or enforced, as applicable, the
Secured Property, such party shall not be entitled to take any further
steps once morest the Issuer to recover any further sums once the Secured
Property and the proceeds of realisation and/or realisation thereof, as
applicable, have been exhausted for whatever reason and the right to claim
in respect of such sums shall be extinguished in full and no debt shall be
owed by the Issuer in respect thereof.
6.2 No party shall be entitled to exercise any right of set-off, lien,
consolidation of accounts or other similar rights arising by operation of
law once morest any person entitled to receive any payment or delivery under
the Notes or once morest the Secured Property in respect of any other Series
of Securities issued by the Issuer or any other assets of the Issuer (and
each such party hereby waives all such rights) or to bring, institute or
join with any other person in bringing, instituting or joining any
administration, bankruptcy, insolvency, liquidation, winding-up or other
similar actions of the Issuer.
6.3 The obligations of the Issuer under the Trust Instrument (as amended)
are solely the corporate obligations of the Issuer. No recourse for
payment of any obligation of the Issuer shall be had once morest any
stockholder, employee, officer, director, affiliate, incorporator, manager
or member of the Issuer.
6.4 The provisions of this Clause 6 prevail over all other provisions
included herein and shall survive the termination of the Trust Instrument
(as amended).
7 Miscellaneous 7.1 Variation: No variation of this
Deed shall be effective unless in writing and signed by, or on behalf of,
each party.
7.2 Waiver: No failure to exercise, nor any delay in exercising, any
right, power or remedy under this Deed or by law shall operate as a
waiver, nor shall any single or partial exercise of any right or remedy
prevent any further or other exercise or the exercise of any other right
or remedy. The rights and remedies provided in this Deed are cumulative
and not exclusive of any rights or remedies (provided by law or
otherwise). Any waiver of any breach of this Deed shall not be deemed to
be a waiver of any subsequent breach.
7.3 Partial Invalidity: If at any time any provision of this Deed is or
becomes illegal, invalid or unenforceable in any respect under any law of
any jurisdiction, neither the legality, validity or enforceability of the
remaining provisions nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction will, in any way, be
affected or impaired.
7.4 Counterparts: This Deed may be executed in counterparts which, when
taken together, shall constitute one and the same instrument.
8 Governing Law and Jurisdiction 8.1 Governing Law:
This Deed and any non-contractual obligations arising out of or in
connection with it are governed by, and shall be construed in accordance
with, English law.
8.3 Jurisdiction: The courts of England are to have exclusive jurisdiction
to settle any disputes that may arise out of or in connection with this
Deed and accordingly any legal action or proceedings arising out of or in
connection with this Deed (“Proceedings”) may be brought in such courts.
The Issuer irrevocably submits to the jurisdiction of such courts and
waives any objection to Proceedings in such courts whether on the ground
of venue or on the ground that the Proceedings have been brought in an
inconvenient forum. This Clause 8.2 is made for the benefit of each of the
parties other than the Issuer and shall not affect the right of any of
them to take Proceedings in any other court of competent jurisdiction nor
shall the taking of Proceedings in one or more jurisdictions preclude the
taking of Proceedings in any other jurisdiction (whether concurrently or
not).
This deed of release and amendment is executed as a deed and delivered by
the Issuer and the Trustee, the Principal Paying Agent, the Transfer
Agent, Authentication Agent the Custodian and the Registrar and executed
as a contract under hand by the Dealer, the Calculation Agent, the Selling
Agent, the Vendor and the Swap Counterparty in the manner described
therein on the date stated at the beginning of this Deed.
The Issuer
EXECUTED and DELIVERED as a DEED by )
a duly appointed attorney for and on behalf of )
LUMINIS FINANCE PLC )
)
) Attorney
in the presence of: )
Signature of Witness )
Name of Witness )
Address of Witness )
The Trustee
EXECUTED as a DEED by
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED )
Acting by two Directors )
Director )
Director )
The Dealer, Calculation Agent, Selling Agent, Vendor and Swap Counterparty
EXECUTED as a contract under hand for and on behalf of
GOLDMAN SACHS INTERNATIONAL
By:
The Principal Paying Agent
EXECUTED as a DEED for and on behalf of )
THE BANK OF NEW YORK MELLON, LONDON BRANCH )
By: )
)
The Custodian, Registrar, Authentication Agent and Transfer Agent
EXECUTED as a DEED for and on behalf of )
THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH )
By: )
)
Schedule A to the Deed of Release and Amendment
Form of Electronic Consent Request
[The remainder of this page is intentionally left blank]
Schedule B to the Deed of Release and Amendment
Form of Holder Notification
[The remainder of this page is intentionally left blank]
Schedule C to the Deed of Release and Amendment
Amended and Restated Pricing Supplement
[The remainder of this page is intentionally left blank]
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06.09.2023 CET/CEST This Corporate News was distributed by EQS Group AG.
www.eqs.com
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Language: English
Company: Luminis Finance Public Limited Company
32 Molesworth Street
D02 Y512 Dublin
Ireland
ISIN: XS2321650140
Listed: Vienna Stock Exchange (Vienna MTF)
EQS News ID: 1719539
1719539 06.09.2023 CET/CEST
1693973185
#EQSNews #Luminis #Finance #Public #Limited #Company #NOTICE #OFAMENDMENT
