RNS Number:1984F
B Spires Limited
16 December 2002
B SPIRES LIMITED
P. O. Box 309, Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands, British West Indies
To:
RNS
London Stock Exchange plc
Fax Number: +44 20 7588 6057
Copy to:
The Law Debenture Trust Corporation p.l.c.
Fifth Floor
100 Wood Street
London
EC2V 7EX
For the attention of Katy LeGros
Fax Number: +44 207 696 5261
Euroclear Bank S.A./NV
as operator of the Euroclear System
and
Clearstream Banking, Luxembourg
For the attention of the holders of the Notes
Income Information/Bonds Meetings Group (Euroclear Bank S.A./NV)
Fax Number: +322 224 2613 / +322 224 1459
CIE Department/CIP Unit (Clearstream Banking)
Fax Number: +352 46 564 8248 / +352 46 564 8207
16 December 2002
Dear Sirs
B SPIRES Limited Series 19
EUR27,950,000 Amortising Secured Notes due 2041 (ISIN: XS0123075433 , Common
Code: 12307543) (the "Notes")
Terms used and not defined in this notice shall have the same meanings given
thereto in the terms and conditions of the Notes.
We hereby give notice that the terms and conditions of the Notes have been, on
16 December 2002 and with the consent of all Noteholders, amended and restated
in the form set out in the Pricing Supplement annexed to this Notice.
Yours faithfully
B SPIRES Limited
Contact: Paul Cope
Telephone: +1 345 914 5684
AMENDED AND RESTATED PRICING SUPPLEMENT
B SPIRES Limited
(Incorporated with limited liability in the Cayman Islands)
The SPIRES
Limited Recourse Secured Debt
Issuance Programme
SERIES 19
EUR27,950,000
Amortising Secured Notes due 2041
Merrill Lynch International
29 January 2001
Amended and Restated as of 2 September 2002
Further Amended and Restated as of 16 December 2002
PRICING SUPPLEMENT
B SPIRES Limited
The SPIRES Limited Recourse
Secured Debt Issuance Programme
issue of Series 19
EUR27,950,000 Amortising Secured Notes due 2041
(the "Notes")
Merrill Lynch International (the "Dealer")
This Pricing Supplement is prepared in connection with the SPIRES Limited
Recourse Secured Debt Issuance Programme and is supplemental to the Prospectus
dated 30 November 1999 as supplemented or amended from time to time. This
document should be read in conjunction with the Prospectus. Terms defined in
the Prospectus shall, unless specified otherwise in this Pricing Supplement,
have the same meaning when used in this Pricing Supplement.
B SPIRES Limited (the "Issuer") accepts responsibility for the information
contained in this Pricing Supplement. To the best of the knowledge and belief
of the Issuer (which has taken all reasonable care to ensure that such is the
case), the information contained in this Pricing Supplement is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
No person has been authorised to give any information or to make representations
other than those contained in this Pricing Supplement in connection with the
issue or sale of the Notes and, if given or made, such information or
representations must not be relied upon as having been authorised by the Issuer
or by the Dealer.
In making an investment decision, prospective purchasers must rely upon their
own examination and detailed evaluation of, the nature and financial position of
any obligor under the Charged Securities (as defined in the Third Supplemental
Trust Deed (as defined below) in relation to the Notes and as described below),
the economic, social and political condition of the jurisdiction in which any
such obligor is located and of the terms and conditions of the Charged
Securities in each case based upon publicly available information. Neither the
Issuer nor the Dealer has had any access to any such obligor for the purposes of
conducting any such investigation and does not make any representations as to
the financial condition or creditworthiness of any such obligor. In addition,
prospective purchasers should consider the nature and financial position of the
Issuer of the Notes as well as the terms and conditions of the Notes and the
other related transaction documents described below.
This Pricing Supplement contains summaries of certain provisions of other
documents executed in relation to the Notes, such as the Third Supplemental
Trust Deed, the Custody Agreement and the Related Agreement (all as defined
below). Such summaries are subject to, and are qualified by, the actual
provisions of each of such documents, copies of which are available for
inspection by any Noteholder at the principal office of the Trustee (as defined
below) and at the specified office of the Principal Paying Agent (as defined
below). Holders of the Notes to which this Pricing Supplement relates, and any
other person into whose possession this Pricing Supplement comes, will be deemed
to have notice of all provisions of the documents executed in relation to the
Notes which may be relevant to a decision to acquire, hold or dispose of any of
such Notes.
Whilst legal opinions relating to the issue of the Notes have been obtained with
respect to the laws of England and of the Cayman Islands, no such opinions have
been obtained with respect to any other applicable laws which, depending upon
the circumstances, may affect, inter alia, the validity and legal and binding
effect of the Underlying Assets and the effectiveness and ranking of the
security for the Notes.
This Pricing Supplement does not constitute, and may not be used for the
purposes of, an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation, and no action is being taken to
permit an offering of the Notes or the distribution of this Pricing Supplement
in any jurisdiction where such action is required.
Unless the context otherwise requires, terms and expressions used herein and not
otherwise defined herein or in the Principal Trust Deed (as defined below) shall
have the meanings respectively ascribed to them by the provisions of the 2000
ISDA Definitions as published by the International Swaps and Derivatives
Association, Inc.
To the extent that an obligor under the Charged Securities fails to make
payments on the due date therefor, or the Related Agreement is terminated, the
Issuer will in certain circumstances be unable to meet its obligations (i) under
the Related Agreement and/or (ii) in respect of the Notes, as and when they fall
due. In any such event, the Notes may become repayable in accordance with the
Conditions and, in such event, the security therefor will become enforceable and
/or the Underlying Assets will be sold.
The Notes are also capable of being declared immediately due and payable prior
to their due date for redemption following the occurrence of any event of
default or on the occurrence of a Downgrade Termination Event (as defined in
Special Condition 7(l) of the Notes) and in certain other circumstances. If the
Notes are declared due and payable and the Issuer has insufficient funds to
redeem the Notes, the security therefor will also become enforceable and/or the
Underlying Assets will be sold.
On any enforcement of the security or (as the case may be) sale, the net
proceeds thereof may be insufficient to pay all amounts due to the Counterparty
(as defined below) under the Related Agreement and all or any amounts due on
redemption to the Noteholders and Couponholders. Any such shortfall shall be
borne in accordance with the Application of Proceeds basis specified below, and
any claims of the Noteholders remaining after realisation of the security and
application of the proceeds as aforesaid shall be extinguished. None of the
Trustee, the shareholder of the Issuer, the Counterparty, the Swap Guarantor (as
defined below), the Dealer or any obligor under any of the Underlying Assets
(other than the Issuer) has any obligation to any Noteholder or Couponholder for
payment of any amount owing by the Issuer in respect of the Notes or Coupons.
INVESTOR SUITABILITY
Prospective investors should determine whether an investment in the Notes is
appropriate in their particular circumstances and should consult with their
legal, business and tax advisers to determine the consequences of an investment
in the Notes and to arrive at their own evaluations of the investment.
Investment in the Notes is only suitable for investors who:
(i) have the requisite knowledge and experience in financial and
business matters to evaluate the merits and risks of an investment in the Notes;
(ii) are capable of bearing the economic risk of an investment in
the Notes for an indefinite period of time;
(iii) are acquiring the Notes for their own account for investment,
not with a view to resale, distribution or other disposition of the Notes
(subject to any applicable law requiring that the disposition of the investor's
property be within its control); and
(iv) who will recognise that it may not be possible to make any
transfer of the Notes for a substantial period of time, if at all.
Investors should note that the market value of the Notes is affected by supply
and demand therefor and that, accordingly, it should not be assumed that there
will be a significant correlation between such market value and the market value
of the Charged Securities.
The Notes shall have the terms and conditions (the "Conditions") set out in the
second schedule to the amended and restated principal trust deed dated 2
December 2002 and made between the Issuer and the Trustee (the "Principal Trust
Deed") as completed, modified and supplemented by the following.
1. Issuer: B SPIRES Limited.
2. Relevant Dealer: Merrill Lynch International.
3. Syndicated: No.
4. Trustee (and principal office): The Law Debenture Trust Corporation p.l.c. whose
principal office is currently at Fifth Floor, 100
Wood Street, London EC2V 7EX.
5. Issue Agent (and specified office): JPMorgan Chase Bank whose specified office is
currently at Trinity Tower, 9 Thomas More Street,
London E1W 1YT.
6. Principal Paying Agent (and specified JPMorgan Chase Bank whose specified office is
office): currently at Trinity Tower, 9 Thomas More Street,
(Condition 1(a)) London E1W 1YT.
7. Paying Agent (and specified offices): J.P. Morgan Bank Luxembourg S.A. whose specified
(Condition 1(a)) office is currently at 5 rue Plaetis, L-2338
Luxembourg-Grund.
8. Calculation Agent: Merrill Lynch Capital Services, Inc. acting
through its office at 4 World Financial Center,
Floor 22, New York, NY 10080.
9. Custodian: JPMorgan Chase Bank.
10. Custody Account: The Custodian's fungible account number 22066
with Euroclear Bank S.A./N.V. ("Euroclear").
The Custodian will maintain on its books a
securities (and cash) account to which the
Charged Securities held as described above (and
any cash received in respect thereof) will be
credited.
11. Counterparty: Merrill Lynch Capital Services, Inc.
12. Swap Guarantor: Merrill Lynch & Co., Inc.
13. Series Number: Series 19.
14. Relevant Currency: euro ("EUR").
(Condition 6(c))
15. Aggregate Principal Amount: EUR27,950,000.
16. Authorised Denomination(s): EUR50,000.
(Condition 1(a))
17. Issue Date: 29 January 2001.
18. Issue Price: 100 per cent.
19. Form of Notes: Bearer.
(Condition 1(a))
20. Bearer Notes exchangeable for Registered Yes.
Notes:
(Condition 2(a))
21. Coupons to be attached to Definitive Yes.
Notes:
22. Talons for future Coupons or Receipts to Yes.
be attached to Definitive Notes (and dates
on which such Talons mature):
23. Receipts to be attached to Instalment Yes
Notes which are Definitive Notes
24. Status: The Notes constitute unsubordinated secured
(Condition 3) limited recourse obligations of the Issuer.
25. Related Agreement: The Issuer and the Counterparty have entered into
(Condition 4(a)) an interest rate and cross currency swap on the
terms set out in a confirmation dated 29 January
2001 (as amended and restated on 12 February
2001, further amended and restated as of 2
September 2002 and as further amended and
restated on 16 December 2002) and constituting a
supplement to, and forming part of, an agreement
entered into on 29 January 2001 between the
Issuer and the Counterparty incorporating the
terms of the ISDA Master Agreement 1992
(Multicurrency Cross-Border) as amended by the
provisions of the agreement.
Under the terms of the supplemental trust deed
dated as of 16 December 2002 (the "Third
Supplemental Trust Deed"), the terms and
conditions of the Notes shall be amended to take
account of the additional Charged Securities to
be purchased by the Issuer on 16 December 2002
and to increase the amounts payable to
Noteholders to the amounts set out in Schedule 1
hereto and the Issuer and the Counterparty shall
amend the terms of the Related Agreement to
provide, inter alia, that their respective
payment obligations thereunder are increased to
reflect such increased amounts.
Without prejudice to the provisions of the Third
Supplemental Trust Deed, for the purposes of
Condition 7(b)(i)(B) but not otherwise, "Related
Agreement(s)" shall be deemed to include the Swap
Guarantees (as defined below).
26. Counterparty's Account: The Counterparty's account to which amounts paid
by the Issuer under the Related Agreement will be
credited is, on the date hereof:
(a) with respect to GBP, the account
of the Counterparty with HSBC, London (MIDLGB22),
account number 57054259 (reference: Merrill Lynch
Capital Services, Inc. re. B SPIRES Limited,
Series 19);
(b) with respect to EUR, the account
of the Counterparty with Citibank, N.A., London
Branch, account number 10411094 (reference:
Merrill Lynch Capital Services, Inc. re. B SPIRES
Limited, Series 19); and
(c) with respect to USD, the account
of the Counterparty with Deutsche Bank Trust
Company Americas, New York, (ABA 02100033), for
the account of Merrill Lynch Capital Services,
Inc., account number 00-81-18-74 (reference:
Merrill Lynch Capital Services, Inc. re B SPIRES
Limited Series 19).
27. Swap Guarantees: The obligations of the Counterparty under the
(Condition 4(a)) Related Agreement are guaranteed by the Swap
Guarantor pursuant to a guarantee executed by the
Swap Guarantor and dated 29 January 2001 (the
"First Swap Guarantee"), a guarantee executed by
the Swap Guarantor and dated as of 2 September
2002 (the "Second Swap Guarantee") and a
guarantee to be executed by the Swap Guarantor
and dated as of 16 December 2002 (the "Third Swap
Guarantee") and together with the First Swap
Guarantee and the Second Swap Guarantee the "Swap
Guarantees"). The Swap Guarantees may be
terminated by the Swap Guarantor at any time by
the giving of notice to the Issuer (although the
giving of any such notice will not affect the
obligations of the Swap Guarantor in respect of
any obligations of the Counterparty under the
Related Agreement entered into prior to the
effectiveness of any such notice).
28. Charged Securities: The Charged Securities on the Issue Date
comprised:
(i) GBP11,150,000 in aggregate
principal amount of an issue of GBP60,000,000
Class A1 Secured 8 per cent. Notes due 2021
issued by Care Homes No.1 Limited (ISIN:
XS0074899948); and
(ii) GBP6,150,000 in aggregate
principal amount of an issue of GBP180,000,000
Class A Secured 5.75 per cent. Notes due 2023
issued by Care Homes No.2 Limited (ISIN:
XS0094749354).
With effect from 3 September 2002, the Charged
Securities comprised the charged Securities
listed above and USD11,800,000 in aggregate
principal amount of an issue of USD5,000,000,000
6.75 per cent. Global Medium Term Notes, Series A
due 2032 issued by General Electric Capital
Corporation (ISIN: US36962GXZ26, CUSIP:
36962GXZ2) (the "General Electric Bonds").
The Charged Securities will, on 16 December 2002,
comprise the Charged Securities listed above, a
further USD1,000,000 General Electric Bonds and
USD3,265,000 in aggregate principal amount of an
issue of USD500,000,000 7.45 per cent. Senior
Notes due 2026 issued by American Re Corporation
(ISIN: US029163AD49, CUSIP: 029163AD4) (the
"American Re Corporation Bonds").
Thereafter, as a result of all of the Noteholders
exercising their right to substitute the Charged
Securities pursuant to Special Condition 7(l) set
out under "Special Conditions" below, the Charged
Securities may at any time be comprised of
Replacement Bonds (as defined in Special
Condition 7(l)).
29. Underlying Assets: Pursuant to the supplemental trust deed dated 29
(Condition 4(b)) January 2001 (the "First Supplemental Trust
Deed"), the Second Supplemental Trust Deed and
the Third Supplemental Trust Deed and as
continuing security for the Secured Obligations
(as defined in the Third Supplemental Trust Deed
and which includes the obligations of the Issuer
under the Notes and the Related Agreement), the
Issuer has granted or, as the case may be, will
grant a security interest under English law in
favour of the Trustee over:
(i) all its rights, authorities,
discretions, remedies, liberties and powers (in
each case, of any nature whatsoever) ("Rights")
and benefits under the Related Agreement and the
Swap Guarantees;
(ii) the Charged Securities and all
of its Rights and benefits thereunder or in
respect thereof; and
(iii) all its Rights and benefits
under the purchase agreements (pursuant to which
the Issuer has purchased or, as the case may be,
will purchase the Charged Securities) and under
the Agency Agreement in respect of the Notes.
30. Supplementary Security Document: No.
(Condition 4(b))
31. Application of Proceeds: Counterparty Priority.
(Condition 4(d))
32. Substitution of Underlying Assets: Yes. All (but not some) of the Noteholders have
(Condition 4(f)) the right to substitute the Charged Securities on
the occurrence of a Termination Event as defined
in Special Condition 7(l) set out under "Special
Conditions" below. If the Noteholders exercise
their rights under Special Condition 7(l) to
substitute Replacement Bonds for the Charged
Securities, replacement custody arrangements and
additional security may need to be put in place.
33. Interest Payment Basis: An amount of Interest will be paid on the Notes
on each Payment Date (as defined below). Interest
will be paid on the Notes from the Interest
Commencement Date until the Maturity Date in an
amount equal to the aggregate of the amounts set
out in Schedule 1 less the par value of the
Notes.
34. Interest Commencement Date: 29 January 2001.
(Condition 6(a))
35. Payment Date(s): Notwithstanding Condition 6(a), on each date (a
"Payment Date") set out in column A of Schedule 1
an amount (the "Payment Amount") equal to the
amount set out opposite such date in Column B of
Schedule 1 shall be paid, which shall comprise
both principal and interest.
36. Maturity Date: 15 October 2041.
(Condition 7(a))
37. Redemption Amount:
(Condition 7(f))
- at Maturity The Notes are repayable in instalments in
(Condition 7(a)) accordance with the provisions set out above.
- Mandatory Redemption Except in respect of Condition 7(b)(i)(B) each
(Condition 7(b)) Note will be redeemed in accordance with the
provisions of Special Conditions 7(l) and 7(m)
set out under "Special Conditions" below. In
respect of Condition 7(b)(i)(B) the Notes will be
redeemed in accordance with Conditions 7(b)(i)(B)
and 4(d).
- Redemption for Tax Reasons Each Note will be redeemed in accordance with the
provisions of Special Condition 7(l) and 7(m) set
(Condition 7(c)) out under "Special Conditions" below.
- Redemption following an Event of Each Note will be redeemed in accordance with the
Default provisions of Special Condition 7(m) set out
(Condition 10) under "Special Conditions" below.
38. Purchase at Issuer's option: Yes.
(Condition 7(d))
39. Cancellation of Related Agreement: Yes. In the event that the Issuer exercises its
option to purchase the Notes (or any of them) the
payment obligations of the Issuer and the
Counterparty under the Related Agreement will be
reduced proportionately and a proportion of the
Charged Securities (equal to the proportion which
the principal amount of the Notes being purchased
bears to the principal amount of the Notes
outstanding at that time) shall be released from
the security granted by the Issuer in respect of
the Notes upon their sale by the Issuer.
40. Cities deemed to be included in definition London and TARGET.
of "Business Day" for purposes of
definition of "business day":
(Condition 8(g))
41. United States selling restrictions: Reg S2/TEFRA D/Not Rule 144A eligible.
42. Spanish selling restrictions: The Notes may not be offered or sold in Spain
except in accordance with the requirements of the
Spanish Securities Market Law (Ley 24/1988, de 28
de julio, del Mercado de Valores), as amended and
restated, and Royal Decree 291/1992, of 27 March,
on issues and public offerings for the sale of
securities (Real Decreto 291/1992, de 27 de
marzo, sobre emisiones y ofertas publicas de
venta de valores) ("RD 291/92"), as amended and
restated, and the decrees and regulations made
thereunder.
The Notes will not be offered to investors in
Spain in any way that would constitute an offer
to the public. Notwithstanding that, a private
placement of the Notes addressed exclusively to
institutional investors as defined in article
7.1.a) of RD 291/92 may be carried out, in which
case a prior notification (comunicacion previa)
of the issue and the documentation regarding
thereto (documentos acreditativos) will have to
be registered with the Spanish Securities and
Exchange Commission (Comision Nacional del
Mercado de Valores) ("CNMV") in accordance with
Spanish securities laws. The Notes cannot be
offered or sold in Spain until the prior
notification and the documentation regarding
thereto have been verified and registered in the
administrative registries of the CNMV.
Institutional investors will be subject to a
restriction on the transfer of the Notes to other
investors in Spain which are not institutional
investors set forth in article 7.1.a) of RD 291/
92.
This Pricing Supplement has not been registered
with the CNMV and therefore it is not intended
for the offering, distribution or sale of the
Notes to the public in Spain and it is addressed
to institutional investors only.
43. Other selling restrictions: Cayman Islands/United Kingdom
44. Form of Notes: The Notes are initially represented by a
Temporary Global Note exchangeable in whole or in
part for interests in a Permanent Global Note on
or after the day which is 40 days after the Issue
Date upon certification as to non-U.S. beneficial
ownership in the form set out in the Temporary
Global Note. Interests in the Permanent Global
Note will be exchangeable for Notes in definitive
bearer form in the circumstances specified in the
Permanent Global Note.
45. Details of applicable clearing systems: Euroclear and Clearstream Banking, societe
anonyme, Luxembourg ("Clearstream").
46. Notes to be listed on a stock exchange: Application may be made subsequent to the Issue
Date for the Notes to be admitted to the Official
List of the UK Listing Authority and admitted to
trading on the London Stock Exchange plc and/or
such other stock exchange that the Issuer deems
appropriate in its absolute discretion. The
Issuer and the Dealer give no assurance that once
such application is made it will be pursued and/
or successful.
47. ISIN: XS0123075433
48. Common Code: 12307543
49. Settlement Procedure: Eurobond settlement procedures apply.
50. Common Depositary: JPMorgan Chase Bank.
SPECIAL CONDITIONS
The following special conditions shall be deemed to be added to the terms and
conditions of the Notes. To the extent that the terms and conditions of the
Notes as set out in the second schedule to the Principal Trust Deed are
inconsistent with such special conditions, such terms and conditions shall not
apply.
A. SUBSTITUTION OF THE CHARGED SECURITIES FOLLOWING THE OCCURRENCE OF
A TERMINATION EVENT
The following shall be added to the terms and conditions of the Notes as Special
Condition 7(l):
In this Special Condition 7(l):
"Downgrade Termination Event" means the occurrence of a downgrade of the credit
rating in respect of any Charged Securities, or Replacement Bonds at any time to
BBB- (or an equivalent rating) or below by Standard & Poors or Fitch Ratings or
Baa3 (or an equivalent rating) or below by Moody's Investors Services in respect
of any issuer of any Charged Securities, or any issuer of any Replacement Bonds
at any time.
"Selling Agent" means such affiliate of MLI appointed by the Issuer upon receipt
by the Issuer of a Notice (as defined below or in Special Condition 7(m)). Such
affiliate shall be appointed to act as the Agent of the Issuer in connection
with the sale of Charged Securities in accordance with the provisions of this
Special Condition 7(l), and such appointment shall be notified by the Issuer to
the Custodian as soon as practicable after such appointment.
"Swap Restructuring Costs" means any costs to the Counterparty associated with
amending the Related Agreement in order to reflect the coupon payments to be
made pursuant to the Replacement Bonds, including, but not limited to,
administrative costs or legal fees and any other loss arising from the costs of
substituting the Charged Securities, including increased economic cost to the
Counterparty of complying with the payment obligation with respect to such
amended Related Agreement in comparison to the Related Agreement in place at
such time.
"Redemption Event" means the occurrence of any of the following events:
(i) there has been a payment default in respect of any of the Charged
Securities;
(ii) the Issuer or the Custodian on its behalf receives notice that any of
the Charged Securities are to be redeemed prior to their maturity date;
(iii) any of the Charged Securities are redeemed prior to their maturity
date without the Issuer or the Custodian on its behalf having received prior
notice of such early redemption; or
(iv) the Issuer on the occasion of the next Payment Date in respect of the
Notes would be required by law to withhold or account for tax or would suffer
tax in respect of its income in respect of any of the Underlying Assets so that
it would be unable to make payment of the full amounts due on a Note or Coupon
or the costs of doing so would, in the opinion of the Issuer, be materially
increased.
"Termination Event" means a Downgrade Termination Event or a Redemption Event.
On any Relevant Business Day occurring on or after the date that a Termination
Event occurs, the Counterparty and the Noteholders shall each be entitled to
give notice to the other (the "Notice") specifying that the Termination Event
has occurred, provided that whichever party gives such a notice shall at the
same time give notice to the Issuer and the Custodian.
Within two Relevant Business Days (inclusive of the date such Notice is given
or, as the case may be, received) of giving the Notice in the case of the Notice
being given by the Counterparty or, as the case may be, receiving the Notice in
the case of the Notice being given by the Noteholders, the Counterparty shall
give a notice to the Noteholders (the "Counterparty Notice"):
(i) proposing bonds (the "Replacement Bonds") which (i) have a
rating of at least AA- (or an equivalent rating) by Standard & Poors or Fitch
Ratings or Aa3 (or an equivalent rating) by Moody's Investors Service; (ii) are
denominated in either US$, # or euro; and (iii) mature no later than the
Maturity Date, to replace the Charged Securities in relation to which the
Termination Event has occurred (the "Relevant Charged Securities");
(ii) setting out any indicative amounts additional to the Net
Proceeds (as defined below) (the "Indicative Noteholder's Amount") which will be
required from each Noteholder to purchase the Replacement Bonds and pay any Swap
Restructuring Costs, such amounts to be determined by the Counterparty; and
(iii) providing the details of the Counterparty's account to which
the Final Noteholder's Amount (as defined below) is to be paid if the Noteholder
accepts the Replacement Bonds.
Pursuant to the Third Supplemental Trust Deed, the Issuer shall, upon the
receipt of a Notice from either the Counterparty or the Noteholders specifying
that a Termination Event has occurred, (i) promptly appoint a Selling Agent who
is an affiliate of Merrill Lynch International to act as agent of the Issuer in
connection with the sale of the Relevant Charged Securities and shall procure
that the Selling Agent accepts such appointment (ii) notify the Custodian and
instruct the Custodian to deliver the Relevant Charged Securities to the Selling
Agent in order that they may be sold in accordance with Special Condition 7(l)
or as the case may be Special Condition 7(m) and (iii) ensure that the agreement
under which the Selling Agent is appointed requires the Selling Agent to arrange
for the sale on behalf of the Issuer of the Relevant Charged Securities for cash
consideration on the Sale Date (as defined below) at their Market Value (as
defined in Special Conditions 7(l) and 7(m)) and transfer the Net Proceeds to
the Custodian promptly following the Sale Date (as defined below).
The Selling Agent shall, upon delivery to it of the Relevant Charged Securities
by the Custodian (in accordance with the terms of the Third Supplemental Trust
Deed) arrange for the sale on behalf of the Issuer of the Relevant Charged
Securities for cash consideration (the "Sales Proceeds") on the Relevant
Business Day after delivery of the Relevant Charged Securities (the "Sale Date")
at their Market Value on such date.
If the Termination Event is a Redemption Event described in paragraph (iii) of
that definition, any redemption proceeds received by the Custodian in respect of
the Underlying Assets shall be treated in the same way as if they were Net
Proceeds for the purposes of this Special Condition 7(l).
The "Market Value" shall be determined by the Calculation Agent at any time by
multiplying the aggregate nominal amount of the Relevant Charged Securities by
the Market Price of the Relevant Charged Securities as at such time.
The "Market Price" shall be determined by the Calculation Agent at any time as
follows:
(i) on the basis of quotations (which may be quotations shown on
live broker screens) from at least three brokers or other financial institutions
which may include the Calculation Agent or an affiliate (which are recognised
sources of such quotations) of prices for securities of the same series and
aggregate nominal amount as the Relevant Charged Securities and as the
arithmetic mean of such quotations. The Calculation Agent shall determine,
based on then current market practice, whether such quotations shall include or
exclude accrued but unpaid interest and all quotations shall be obtained in
accordance with this determination. Each quotation will be for an amount, if
any, stated as a percentage of the outstanding principal amount of such Relevant
Charged Securities, that would be paid by such institutions to purchase such
Relevant Charged Securities for settlement on such day as the Calculation Agent
shall in its absolute discretion determine and the Calculation Agent shall
require each dealer or other financial institution to provide firm bid and offer
quotations (as appropriate). For this purpose, if more than three such
quotations are given and two quotations have the same highest value or lowest
value, then one of such quotations shall be disregarded. If exactly three
quotations are given, the Market Price shall be the quotation remaining after
disregarding the quotations which have the highest value and the lowest value.
If exactly two quotations are provided, the Market Price shall be the arithmetic
mean of such quotations. If fewer than two quotations are provided, then the
Market Price shall be an amount as determined by the Calculation Agent in
accordance with (ii) below; or
(ii) failing (i) above, the Calculation Agent, acting in good
faith, shall determine in its discretion a fair and reasonable quotation for the
Market Price at such time.
The Market Price and the Market Value determined by the Calculation Agent shall
(in the absence of wilful default, negligence or bad faith) be binding on the
Issuer, the Trustee and the Noteholders and (in the absence of the aforesaid) no
liability to the Issuer, the Trustee or the Noteholders shall attach to the
Calculation Agent in connection therewith.
The proceeds of the sale of the Relevant Charged Securities (net of all costs,
expenses and liabilities incurred in connection therewith) (the "Net Proceeds")
shall be transferred by the Selling Agent to the Custodian on behalf of the
Issuer and deposited into the Custody (Cash) Account (as defined in the Third
Supplemental Trust Deed), or such other account as the Issuer shall elect, on
behalf of the Issuer.
Pursuant to the Third Supplemental Trust Deed, the Custodian shall communicate
to Merrill Lynch International, the Issuer and the Trustee all notices and other
communications received by it with respect to the Charged Securities.
Each Noteholder must, on or prior to the second Relevant Business Day after
delivery of the Counterparty Notice, either notify:
(i) the Counterparty in writing that the Indicative Noteholder's
Amount is not acceptable; or
(ii) the Counterparty and the Issuer in writing that the
Replacement Bonds proposed by the Counterparty are acceptable to replace the
Relevant Charged Securities and provide to the Counterparty its contact details,
including its telephone and fax number.
If all (but not some only) of the Noteholders provide the notification described
in paragraph (ii) above, on the fifth Relevant Business Day after delivery of
the Notice the Counterparty, or an affiliate of the Counterparty, shall use its
reasonable endeavours to telephone each Noteholder by 11am London time and
confirm the amount, in addition to the Net Proceeds required (i) to pay any Swap
Restructuring Costs and (ii) to purchase the Replacement Bonds on that day (the
"Final Noteholder's Amount"). Each Noteholder will then confirm during the
telephone conversation whether the Final Noteholder's Amount is acceptable and
transfer within three Business Days the Final Noteholder's Amount to the
Counterparty by crediting such amount to such account as is notified in the
Counterparty Notice, and provided that all (but not some only) of the
Noteholders have confirmed that the Final Noteholder's Amount is acceptable the
Counterparty, or an affiliate of the Counterparty, shall purchase the
Replacement Bonds. The Counterparty shall not be obliged to deliver such
Replacement Bonds to the Custodian on behalf of the Issuer until it has received
the Final Noteholder's Amount in relation to each Noteholder in full. The
Issuer, the Trustee and the Counterparty shall then make such amendments to the
Related Agreement, the Custody Agreement, the Conditions of the Notes and any
other Transaction Document as the Trustee shall approve or reasonably require in
order to reflect the change in composition of the Relevant Charged Securities,
and enter into such additional or substitute security as the Trustee may require
under the Third Supplemental Trust Deed.
If any of the Noteholders have elected not to accept the Replacement Bonds and
pay the Final Noteholder's Amount, have not replied to the Counterparty Notice,
or have not confirmed by 11am London time on the third Relevant Business Day
after delivery of the Counterparty Notice the Counterparty that the Final
Noteholder's Amount is acceptable, the Payment Amounts in respect of the Notes
shall cease to be payable as from (and including) the last preceding Payment
Date (or, if the date of redemption falls on or before the Payment Date falling
on 15 February 2001, the Issue Date).
If any of the Noteholders have chosen not to accept the Replacement Bonds and
pay the Final Noteholders' Amount, have not replied to the Counterparty Notice,
or have not confirmed that the Final Noteholder's Amount is acceptable, then on
the fifth Business Day after delivery of the Notice (the "Option Expiry Date")
an Additional Termination Event under the Related Agreement (and as defined in
the ISDA Master Agreement) shall be deemed to have occurred and the Counterparty
shall terminate the Related Agreement in accordance with its provisions.
Notwithstanding Section 6(b) of the Related Agreement the Early Termination Date
in respect of such Additional Termination Event shall be the Business Day
following the Option Expiry Date and the amount calculated as being due in
respect of such Early Termination Date will notwithstanding Sections 6(d) and 6
(e) of the Related Agreement be calculated on or prior to and payable on the
Option Expiry Date, provided that if an amount is payable by the Issuer to the
Counterparty such amount shall in no circumstances be required to be paid before
Net Proceeds are received from the purchaser of the Charged Securities (the
"Securities Payment Date").
For the purpose of determining the amount payable in respect of the Early
Termination Date the Settlement Amount (as defined in the Related Agreement)
shall be deemed to be equal to the Swap Market Price, provided that the amount
payable in respect of the Early Termination Date (the "Swap Costs") (if payable
by the Issuer to the Counterparty) shall not be greater than the Net Proceeds.
The Issuer shall on the Early Termination Date or, if later, the Relevant
Business Day after the Securities Payment Date, redeem each of the Notes in an
amount equal to the Net Proceeds less the Swap Costs (if any) payable to the
Counterparty by the Issuer plus the Swap Costs (if any) payable to the Issuer by
the Counterparty, divided by the number of Notes which are outstanding at such
time.
For the purposes of calculating the value of the Related Agreement:
"Swap Market Price" shall be determined by the Calculation Agent at any time as
follows:
(i) on the basis of quotations (which may be quotations shown on
live broker screens) from at least three brokers or other financial institutions
which may include the Calculation Agent or an affiliate (which are recognised
sources of such quotations) of prices for the cross currency swap as the
arithmetic mean of such quotations. The Calculation Agent shall determine,
based on then current market practice, whether such quotation shall include or
exclude accrued but unpaid interest, and all quotations shall be obtained in
accordance with this determination. Each quotation will be for an amount, if
any, stated as a percentage of the outstanding amount of the cross currency swap
that would be paid by such institutions to purchase the cross currency swap for
settlement on such day as the Calculation Agent shall in its absolute discretion
determine, and the Calculation Agent shall require each dealer or other
financial institution to provide firm bid and offer quotations (as appropriate).
For this purpose, if more than three such quotations are given and two
quotations have the same highest value or lowest value, then one of such
quotations shall be disregarded. If exactly two quotations are given, the Swap
Market Price shall be the arithmetic mean of such quotations. If fewer than two
quotations are given, then the Swap Market Price shall be an amount as
determined by the Calculation Agent or the affiliate in accordance with (ii)
below; or
(ii) failing (i) above, the Calculation Agent, acting in good
faith, shall determine in its discretion a fair and reasonable quotation for the
Swap Market Price at such time.
The Swap Market Price determined by the Calculation Agent shall (in the absence
of wilful default, negligence or bad faith) be binding on the Issuer, the
Trustee and the Noteholders and (in the absence of the aforesaid) no liability
to the Issuer, the Trustee or the Noteholders shall attach to Calculation Agent
in connection therewith.
Investors should note that in the event that mandatory early redemption of the
Notes occurs in accordance with the provisions of Special Condition 7(l) set out
above, the price obtained upon sale of the Charged Securities may be lower than
the Market Value of the Charged Securities on the day on which the Termination
Event occurred.
B. REDEMPTION OF THE NOTES FOLLOWING AN EVENT OF DEFAULT
The following shall be added to the Terms and Conditions as Special Condition 7
(m):
In the event that an Event of Default or circumstances leading to early
redemption set out in Condition 7 (other than Condition 7(b)(i)(B)) of the Notes
(other than where such circumstances constitute a Termination Event (as defined
in Special Condition 7(l)) occur, the Counterparty and the Noteholders shall
each be entitled to give notice to the other (the "Notice") specifying that such
event has occurred, provided that whichever party gives such a notice shall at
the same time give notice to the Issuer and to the Custodian.
Pursuant to the Third Supplemental Trust Deed upon the appointment of a Selling
Agent the Issuer shall notify the Custodian and instruct the Custodian to
deliver the Charged Securities to the Selling Agent.
The Selling Agent (as defined in Special Condition 7(l)) shall, upon delivery to
it of the Charged Securities by the Custodian (in accordance with the terms of
the Third Supplemental Trust Deed) arrange for the sale of the Charged
Securities for cash consideration (the "Sales Proceeds") on behalf of the Issuer
at their Market Value (as defined in Special Condition 7(l)) on the Business Day
after delivery of the Charged Securities (the "Sale Date") and the Payment
Amounts in respect of the Notes shall cease to be payable as from (and
including) the last preceding Payment Date (or, if the date of redemption falls
on or before the Payment Date falling on 15 February 2001, the Issue Date).
Upon the delivery of a Notice an Additional Termination Event under the Related
Agreement shall be deemed to have occurred and the Counterparty shall terminate
the Related Agreement in accordance with its provisions. Notwithstanding
Sections 6(b) and 6(e) of the Related Agreement the Early Termination Date in
respect of such Additional Termination Event shall be the Business Day following
the Sale Date and the amount calculated (in accordance with Special Condition 7
(l) above) as being due in respect of such Early Termination Date will
notwithstanding Sections 6(d) and 6(e) of the Related Agreement be calculated on
or before the Sale Date and be payable on such date, provided that if an amount
is payable by the Issuer to the Counterparty such amount shall in no
circumstances be required to be paid before Net Proceeds are received from the
purchaser of the Charged Securities (the "Securities Payment Date").
For the purpose of determining the amount payable in respect of the Early
Termination Date the Settlement Amount (as defined in the Related Agreement)
shall be deemed to be equal to the Swap Market Price (as defined in Special
Condition 7(l)), provided that the amount payable in respect of the Early
Termination Date (the "Swap Costs") (if payable by the Issuer to the
Counterparty) shall not be greater than the Sales Proceeds (net of all costs,
expenses and liabilities incurred in connection therewith, the "Net Proceeds").
The Issuer shall on the Early Termination Date or, if later, the Relevant
Business Day after the Securities Payment Date redeem each of the Notes in an
amount equal to the Net Proceeds less the Swap Costs (if any) payable to the
Counterparty by the Issuer plus the Swap Costs (if any) payable to the Issuer by
the Counterparty, divided by the number of Notes which are outstanding at such
time.
C. MISCELLANEOUS
(1) In the event of any sale of the Charged Securities pursuant to
Conditions 7(b)(i) and 7(c) (but for no other purpose) the Issuer shall appoint
any affiliate of the Calculation Agent to act as its agent in connection with
the sale of such Charged Securities. Such affiliate shall act as agent of the
Issuer pursuant to Conditions 7(b)(i) and 7(c) as if reference to "Calculation
Agent" therein were reference to such affiliate.
(2) In the Conditions (but without prejudice to the Third Supplemental
Trust Deed), save for references in Conditions 4(b), 4(c), 5(e) and 7(b)(i),
"Underlying Assets" shall mean the Charged Securities.
(3) References in the Transaction Documents to "Morgan Guaranty Trust
Company of New York, Brussels office, as operator of the Euroclear System" shall
be deemed to be references to "Euroclear Bank S.A."
SCHEDULE 1
Instalments
Column A Column B
Payment Date EUR
15-Feb-01 162,416.96
15-Mar-01 96,450.81
15-Apr-01 74,729.69
15-May-01 92,947.26
15-Jun-01 79,886.34
15-Jul-01 81,150.10
15-Aug-01 85,178.77
15-Sep-01 86,757.08
15-Oct-01 74,729.69
15-Nov-01 87,454.40
15-Dec-01 79,440.47
15-Jan-02 88,403.59
15-Feb-02 81,185.63
15-Mar-02 81,185.63
15-Apr-02 81,185.63
15-May-02 81,185.63
15-Jun-02 86,729.42
15-Jul-02 81,185.63
15-Aug-02 90,220.51
15-Sep-02 89,402.92
15-Oct-02 86,148.95
15-Nov-02 81,185.63
15-Dec-02 81,185.63
16-Dec-02 39,117.89
15-Jan-03 105,677.32
15-Feb-03 110,749.37
15-Mar-03 132,802.63
15-Apr-03 105,677.32
15-May-03 123,610.67
15-Jun-03 116,181.97
15-Jul-03 105,677.32
15-Aug-03 105,677.32
15-Sep-03 120,990.54
15-Oct-03 831,677.32
15-Nov-03 116,436.15
15-Dec-03 121,720.10
15-Jan-04 108,739.69
15-Feb-04 122,684.75
15-Mar-04 108,739.69
15-Apr-04 108,739.69
15-May-04 108,739.69
15-Jun-04 108,739.69
15-Jul-04 113,475.45
15-Aug-04 114,253.55
15-Sep-04 115,995.66
15-Oct-04 844,749.40
15-Nov-04 116,642.02
15-Dec-04 117,605.13
15-Jan-05 117,835.75
15-Feb-05 119,989.15
15-Mar-05 124,566.09
15-Apr-05 113,331.24
15-May-05 119,644.26
15-Jun-05 113,331.24
15-Jul-05 117,559.00
15-Aug-05 118,065.91
15-Sep-05 126,390.96
15-Oct-05 866,357.00
15-Nov-05 125,542.58
15-Dec-05 126,692.53
15-Jan-06 137,987.11
15-Feb-06 136,551.02
15-Mar-06 135,741.00
15-Apr-06 121,599.20
15-May-06 130,604.17
15-Jun-06 130,775.71
15-Jul-06 129,918.30
15-Aug-06 121,325.23
15-Sep-06 134,932.49
15-Oct-06 843,148.75
15-Nov-06 117,867.99
15-Dec-06 141,397.71
15-Jan-07 140,347.13
15-Feb-07 124,831.82
15-Mar-07 131,179.17
15-Apr-07 129,506.71
15-May-07 135,590.33
15-Jun-07 140,527.56
15-Jul-07 127,221.06
15-Aug-07 124,432.25
15-Sep-07 131,465.31
15-Oct-07 861,581.85
15-Nov-07 124,100.32
15-Dec-07 128,373.26
15-Jan-08 131,263.48
15-Feb-08 161,797.09
15-Mar-08 126,898.70
15-Apr-08 137,379.67
15-May-08 144,323.07
15-Jun-08 135,278.75
15-Jul-08 139,359.14
15-Aug-08 133,401.31
15-Sep-08 154,560.51
15-Oct-08 857,199.73
15-Nov-08 283,009.60
15-Dec-08 136,841.07
15-Jan-09 165,881.13
15-Feb-09 154,059.37
15-Mar-09 156,859.30
15-Apr-09 155,581.18
15-May-09 143,998.98
15-Jun-09 134,472.24
15-Jul-09 137,134.27
15-Aug-09 140,707.13
15-Sep-09 136,667.24
15-Oct-09 861,730.96
15-Nov-09 133,384.01
15-Dec-09 158,100.80
15-Jan-10 141,465.40
15-Feb-10 137,139.90
15-Mar-10 155,320.10
15-Apr-10 163,608.66
15-May-10 134,540.35
15-Jun-10 155,360.03
15-Jul-10 161,179.42
15-Aug-10 139,609.98
15-Sep-10 159,267.26
15-Oct-10 874,706.11
15-Nov-10 144,166.52
15-Dec-10 150,793.67
15-Jan-11 155,255.33
15-Feb-11 172,911.77
15-Mar-11 161,879.18
15-Apr-11 152,539.44
15-May-11 159,576.77
15-Jun-11 140,702.18
15-Jul-11 144,864.12
15-Aug-11 152,632.63
15-Sep-11 151,060.65
15-Oct-11 877,643.52
15-Nov-11 186,966.93
15-Dec-11 156,092.03
15-Jan-12 158,918.55
15-Feb-12 161,033.24
15-Mar-12 157,779.19
15-Apr-12 160,751.27
15-May-12 157,201.97
15-Jun-12 162,020.67
15-Jul-12 153,998.18
15-Aug-12 163,431.83
15-Sep-12 154,441.86
15-Oct-12 880,466.23
15-Nov-12 163,793.05
15-Dec-12 154,908.27
15-Jan-13 169,683.20
15-Feb-13 159,920.41
15-Mar-13 165,381.59
15-Apr-13 152,907.34
15-May-13 172,356.01
15-Jun-13 148,637.79
15-Jul-13 174,878.68
15-Aug-13 160,326.29
15-Sep-13 176,238.91
15-Oct-13 884,329.47
15-Nov-13 153,131.73
15-Dec-13 158,262.55
15-Jan-14 165,377.14
15-Feb-14 169,529.85
15-Mar-14 157,766.08
15-Apr-14 166,668.49
15-May-14 183,753.32
15-Jun-14 184,098.29
15-Jul-14 166,386.70
15-Aug-14 171,587.61
15-Sep-14 160,742.36
15-Oct-14 891,488.55
15-Nov-14 164,946.61
15-Dec-14 157,326.79
15-Jan-15 173,731.09
15-Feb-15 177,727.78
15-Mar-15 180,902.66
15-Apr-15 160,650.65
15-May-15 183,440.30
15-Jun-15 169,887.86
15-Jul-15 181,434.75
15-Aug-15 180,739.69
15-Sep-15 175,103.05
15-Oct-15 895,179.33
15-Nov-15 192,061.15
15-Dec-15 188,025.55
15-Jan-16 215,993.40
15-Feb-16 181,322.66
15-Mar-16 191,211.74
15-Apr-16 200,386.83
15-May-16 172,612.75
15-Jun-16 202,543.87
15-Jul-16 174,045.73
15-Aug-16 211,272.77
15-Sep-16 179,654.56
15-Oct-16 916,206.36
15-Nov-16 175,173.55
15-Dec-16 193,883.16
15-Jan-17 193,111.41
15-Feb-17 194,933.94
15-Mar-17 188,114.38
15-Apr-17 196,390.65
15-May-17 218,544.02
15-Jun-17 211,393.62
15-Jul-17 199,145.14
15-Aug-17 196,804.99
15-Sep-17 185,993.84
15-Oct-17 905,478.41
15-Nov-17 211,190.78
15-Dec-17 193,893.48
15-Jan-18 205,089.90
15-Feb-18 203,921.05
15-Mar-18 207,941.50
15-Apr-18 208,965.13
15-May-18 208,298.12
15-Jun-18 190,032.70
15-Jul-18 225,241.11
15-Aug-18 229,144.09
15-Sep-18 229,991.05
15-Oct-18 938,722.32
15-Nov-18 199,795.13
15-Dec-18 205,744.61
15-Jan-19 226,844.62
15-Feb-19 209,562.82
15-Mar-19 227,316.41
15-Apr-19 202,533.32
15-May-19 194,883.51
15-Jun-19 219,854.37
15-Jul-19 190,261.55
15-Aug-19 228,245.71
15-Sep-19 218,791.83
15-Oct-19 933,019.92
15-Nov-19 210,677.71
15-Dec-19 222,847.62
15-Jan-20 228,075.00
15-Feb-20 218,186.27
15-Mar-20 223,611.41
15-Apr-20 240,414.51
15-May-20 217,606.65
15-Jun-20 223,423.30
15-Jul-20 206,205.93
15-Aug-20 225,746.57
15-Sep-20 211,965.56
15-Oct-20 933,984.09
15-Nov-20 216,522.58
15-Dec-20 205,343.46
15-Jan-21 226,665.22
15-Feb-21 212,760.50
15-Mar-21 217,500.73
15-Apr-21 227,076.07
15-May-21 230,457.07
15-Jun-21 232,486.89
15-Jul-21 242,998.19
15-Aug-21 208,039.56
15-Sep-21 212,825.06
15-Oct-21 969,776.50
15-Nov-21 233,643.59
15-Dec-21 227,088.73
15-Jan-22 227,639.74
15-Feb-22 214,629.69
15-Mar-22 229,183.21
15-Apr-22 213,981.84
15-May-22 225,281.55
15-Jun-22 207,026.83
15-Jul-22 240,515.33
15-Aug-22 215,302.95
15-Sep-22 225,474.71
15-Oct-22 964,768.56
15-Nov-22 225,049.49
15-Dec-22 227,036.01
15-Jan-23 246,614.35
15-Feb-23 220,554.11
15-Mar-23 217,735.73
15-Apr-23 236,391.25
15-May-23 228,716.00
15-Jun-23 238,148.12
15-Jul-23 222,304.52
15-Aug-23 239,461.86
15-Sep-23 239,228.57
15-Oct-23 962,092.60
15-Nov-23 239,721.17
15-Dec-23 221,414.68
15-Jan-24 236,578.01
15-Feb-24 249,380.83
15-Mar-24 226,487.78
15-Apr-24 235,498.02
15-May-24 228,078.78
15-Jun-24 225,413.88
15-Jul-24 244,115.48
15-Aug-24 226,226.85
15-Sep-24 227,590.65
15-Oct-24 951,186.93
15-Nov-24 229,935.56
15-Dec-24 233,579.27
15-Jan-25 235,743.02
15-Feb-25 245,436.27
15-Mar-25 233,084.00
15-Apr-25 235,450.51
15-May-25 238,255.23
15-Jun-25 235,283.05
15-Jul-25 227,758.17
15-Aug-25 234,611.92
15-Sep-25 228,438.36
15-Oct-25 964,976.73
15-Nov-25 228,792.05
15-Dec-25 237,046.43
15-Jan-26 246,654.15
15-Feb-26 241,723.93
15-Mar-26 242,047.82
15-Apr-26 233,916.79
15-May-26 260,110.03
15-Jun-26 233,746.03
15-Jul-26 239,162.22
15-Aug-26 235,479.75
15-Sep-26 233,315.64
15-Oct-26 960,179.75
15-Nov-26 235,247.75
15-Dec-26 233,786.15
15-Jan-27 233,751.96
15-Feb-27 233,013.16
15-Mar-27 232,944.45
15-Apr-27 234,634.00
15-May-27 242,331.01
15-Jun-27 238,509.56
15-Jul-27 238,722.81
15-Aug-27 242,736.25
15-Sep-27 251,685.32
15-Oct-27 964,157.08
15-Nov-27 243,857.89
15-Dec-27 238,853.27
15-Jan-28 239,273.49
15-Feb-28 244,779.07
15-Mar-28 248,866.75
15-Apr-28 237,255.46
15-May-28 241,505.10
15-Jun-28 244,580.00
15-Jul-28 240,169.59
15-Aug-28 243,618.25
15-Sep-28 245,204.82
15-Oct-28 966,362.36
15-Nov-28 243,788.56
15-Dec-28 257,570.99
15-Jan-29 247,703.97
15-Feb-29 235,901.99
15-Mar-29 246,614.31
15-Apr-29 239,063.66
15-May-29 245,377.07
15-Jun-29 238,584.16
15-Jul-29 237,224.57
15-Aug-29 243,651.97
15-Sep-29 253,154.81
15-Oct-29 971,994.28
15-Nov-29 267,837.70
15-Dec-29 234,861.49
15-Jan-30 247,196.41
15-Feb-30 247,818.38
15-Mar-30 240,296.73
15-Apr-30 240,114.75
15-May-30 255,690.22
15-Jun-30 248,259.71
15-Jul-30 239,710.57
15-Aug-30 245,962.93
15-Sep-30 243,405.47
15-Oct-30 973,821.53
15-Nov-30 249,934.56
15-Dec-30 244,425.46
15-Jan-31 239,921.86
15-Feb-31 245,293.37
15-Mar-31 254,957.08
15-Apr-31 245,540.68
15-May-31 245,152.29
15-Jun-31 245,942.56
15-Jul-31 241,010.58
15-Aug-31 246,176.32
15-Sep-31 242,436.83
15-Oct-31 964,778.72
15-Nov-31 240,546.93
15-Dec-31 239,497.34
15-Jan-32 249,499.06
15-Feb-32 240,889.01
15-Mar-32 243,253.83
15-Apr-32 244,878.51
15-May-32 247,373.53
15-Jun-32 245,263.88
15-Jul-32 247,825.58
15-Aug-32 244,948.98
15-Sep-32 248,936.13
15-Oct-32 12,968,365.60
15-Nov-32 243,697.20
15-Dec-32 238,522.50
15-Jan-33 241,901.73
15-Feb-33 242,046.27
15-Mar-33 240,149.57
15-Apr-33 244,840.95
15-May-33 244,688.28
15-Jun-33 250,866.82
15-Jul-33 243,959.37
15-Aug-33 242,073.20
15-Sep-33 241,445.28
15-Oct-33 240,194.67
15-Nov-33 249,382.08
15-Dec-33 237,935.35
15-Jan-34 240,780.05
15-Feb-34 238,562.10
15-Mar-34 241,958.23
15-Apr-34 243,947.78
15-May-34 241,182.08
15-Jun-34 240,116.75
15-Jul-34 240,003.46
15-Aug-34 243,550.89
15-Sep-34 237,581.51
15-Oct-34 239,426.58
15-Nov-34 242,219.51
15-Dec-34 241,243.00
15-Jan-35 241,114.62
15-Feb-35 235,626.67
15-Mar-35 233,994.67
15-Apr-35 239,607.16
15-May-35 236,357.58
15-Jun-35 238,128.93
15-Jul-35 235,736.69
15-Aug-35 238,118.61
15-Sep-35 235,271.42
15-Oct-35 235,936.60
15-Nov-35 238,202.11
15-Dec-35 237,630.92
15-Jan-36 235,708.19
15-Feb-36 234,840.53
15-Mar-36 233,806.09
15-Apr-36 235,803.50
15-May-36 236,955.92
15-Jun-36 232,298.94
15-Jul-36 234,134.32
15-Aug-36 232,636.39
15-Sep-36 234,569.07
15-Oct-36 235,368.03
15-Nov-36 245,085.06
15-Dec-36 232,406.25
15-Jan-37 233,792.36
15-Feb-37 231,746.85
15-Mar-37 231,730.17
15-Apr-37 231,522.11
15-May-37 229,879.68
15-Jun-37 235,129.15
15-Jul-37 234,231.55
15-Aug-37 230,942.03
15-Sep-37 230,709.36
15-Oct-37 230,453.63
15-Nov-37 230,051.76
15-Dec-37 230,244.07
15-Jan-38 229,300.56
15-Feb-38 228,625.57
15-Mar-38 227,396.81
15-Apr-38 228,396.20
15-May-38 228,936.66
15-Jun-38 230,591.89
15-Jul-38 230,833.01
15-Aug-38 228,087.70
15-Sep-38 228,390.28
15-Oct-38 228,861.29
15-Nov-38 226,953.45
15-Dec-38 227,731.08
15-Jan-39 224,503.39
15-Feb-39 224,908.75
15-Mar-39 223,780.56
15-Apr-39 225,277.85
15-May-39 226,119.35
15-Jun-39 223,677.49
15-Jul-39 224,365.17
15-Aug-39 226,117.28
15-Sep-39 225,401.95
15-Oct-39 223,581.99
15-Nov-39 223,618.75
15-Dec-39 27,798,068.06
15-Jan-40 17,970.30
15-Feb-40 17,970.30
15-Mar-40 17,970.30
15-Apr-40 17,970.30
15-May-40 17,970.30
15-Jun-40 17,970.30
15-Jul-40 17,970.30
15-Aug-40 17,970.30
15-Sep-40 17,970.30
15-Oct-40 17,970.30
15-Nov-40 17,590.63
15-Dec-40 17,590.63
15-Jan-41 17,499.75
15-Feb-41 17,499.75
15-Mar-41 17,499.75
15-Apr-41 17,499.75
15-May-41 17,499.75
15-Jun-41 17,499.75
15-Jul-41 17,499.75
15-Aug-41 17,499.75
15-Sep-41 17,499.75
15-Oct-41 2,713,931.81
Execution page of the Amended and Restated Applicable Supplement in relation to
B SPIRES Series 19.
CONFIRMED
B SPIRES LIMITED
By:
Dated:
REGISTERED OFFICE OF THE ISSUER
B SPIRES Limited
P.O. Box 309
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
British West Indies
DEALER
Merrill Lynch International
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
TRUSTEE
The Law Debenture Trust Corporation p.l.c.
Fifth Floor
100 Wood Street
London EC2V 7EX
ISSUE AGENT
PRINCIPAL PAYING AGENT
and CUSTODIAN
JPMorgan Chase Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT
PAYING AGENT
J.P. Morgan Bank Luxembourg S.A.
5 rue Plaetis
L-2338 Luxembourg-Grund
CALCULATION AGENT
Merrill Lynch Capital Services Inc.
World Financial Center
North Tower
22nd Floor
250 Vesey Street
NY10281-1322
SWAP COUNTERPARTY SWAP GUARANTOR
Merrill Lynch Capital Services, Inc. Merrill Lynch & Co., Inc.
World Financial Center World Financial Center
North Tower 250 Vesey Street
22nd Floor New York
250 Vesey Street NY 10281
NY10281-1322
LEGAL ADVISERS
To the Dealer as to English law
Clifford Chance Limited Liability Partnership
200 Aldersgate Street
London EC1A 4JJ
United Kingdom
to the Issuer as to Cayman Islands law
Maples and Calder Maples and Calder Europe
P.O. Box 309 7 Princes Street
Ugland House London EC2R 8AQ
South Church Street United Kingdom
George Town
Grand Cayman
Cayman Islands
British West Indies
This information is provided by RNS
The company news service from the London Stock Exchange
END
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