RNS Number:6181F
B Spires Limited
27 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
27 December 2002
Dear Sirs
B SPIRES Limited Series 6
EUR41,000,000 Amortising Secured Notes due 2040 (ISIN: XS0110734927, Common
Code: 11073492) (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
27 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
EXECUTION COPY
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 6
EUR41,000,000
Amortising Secured Notes due 2040
Merrill Lynch International
16 May 2000
Amended and Restated on 11 October 2000, 9 August 2002, 18 October 2002, 31
October 2002, as of 19 November 2002 and 27 December 2002
PRICING SUPPLEMENT
B SPIRES Limited
The SPIRES Limited Recourse
Secured Debt Issuance Programme
issue of Series 6
EUR41,000,000 Amortising Secured Notes due 2040
(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 Seventh 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 and the Reference Assets, 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 Seventh 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 principal trust deed dated 4 December 2001 and made
between the Issuer and the Trustee (the "Principal Trust Deed") as completed,
modified and supplemented by the following.
Issuer: B SPIRES Limited.
Relevant Dealer: Merrill Lynch International.
Syndicated: No.
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.
Issue Agent (and specified office): JPMorgan Chase Bank whose specified office is
currently at Trinity Tower, 9 Thomas More Street,
London E1W 1YT.
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.
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.
Calculation Agent: Merrill Lynch Capital Services, Inc. acting through
its office at 4 World Financial Center, Floor 22,
New York, NY 10080.
Custodian: JPMorgan Chase Bank.
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.
Counterparty: Merrill Lynch Capital Services, Inc.
Swap Guarantor: Merrill Lynch & Co., Inc.
Series Number: Series 6.
Relevant Currency: euro ("EUR").
(Condition 6(c))
Aggregate Principal Amount: EUR41,000,000.
Authorised Denomination(s): EUR100,000.
(Condition 1(a))
Issue Date: 16 May 2000.
Issue Price: 99.96 per cent.
Form of Notes: Bearer.
(Condition 1(a))
Bearer Notes exchangeable for Registered Yes.
Notes:
(Condition 2(a))
Coupons to be attached to Definitive Notes: Yes.
Talons for future Coupons or Receipts to be Yes.
attached to Definitive Notes (and dates on
which such Talons mature):
Receipts to be attached to Instalment Notes Yes
which are Definitive Notes
Status: The Notes constitute unsubordinated secured limited
(Condition 3) recourse obligations of the Issuer.
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 16 May 2000
(as amended and restated on 11 October 2000, 9
August 2002, 18 October 2002, 31 October 2002, as
of 19 November 2002 and 27 December 2002) and
constituting a supplement to, and forming part of,
an agreement entered into on 16 May 2000 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 27 December 2002 (the "Seventh Supplemental
Trust Deed"), the terms and conditions of the Notes
will be amended to take account of the additional
Charged Securities to be purchased by the Issuer on
the First Closing Date, the Second Closing Date and
the Third Closing Date (each as defined in the
sixth purchase agreement dated 27 December 2002
(the "Sixth Purchase Agreement")) and to increase
the amounts payable to Noteholders to the amounts
set out in Schedule 1 (and, subject to Special
Condition 7(o), such further increases on the
Second Closing Date and the Third Closing Date as
the Calculation Agent shall determine) and the
Issuer and the Counterparty will amend the terms of
the Related Agreement to provide, inter alia, that
their respective payment obligations thereunder are
increased to reflect such amendments.
Without prejudice to the provisions of the Seventh
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).
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 6);
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 6); and
c. with respect to USD, the account of the
Counterparty with Deutsche Bank Trust Company
Americas, New York, account number 00 811 874
(reference: Merrill Lynch Capital Services,
Inc. re. B SPIRES Limited, Series 6)
Swap Guarantees: The obligations of the Counterparty under the
(Condition 4(a)) Related Agreement will be guaranteed by the Swap
Guarantor pursuant to a guarantee executed by the
Swap Guarantor dated 16 May 2000 (the "First Swap
Guarantee"), a guarantee executed by the Swap
Guarantor dated 9 August 2002 (the "Second Swap
Guarantee"), a guarantee executed by the Swap
Guarantor dated 18 October 2002 (the "Third Swap
Guarantee"), a guarantee executed by the Swap
Guarantor dated 31 October 2002 (the "Fourth Swap
Guarantee") and a guarantee executed by the Swap
Guarantor dated as of 19 November 2002 (the "Fifth
Swap Guarantee") and a guarantee executed by the
Swap Guarantor dated 27 December 2002 (the "Sixth
Swap Guarantee") (the First Swap Guarantee, the
Second Swap Guarantee, the Third Swap Guarantee,
the Fourth Swap Guarantee, the Fifth Swap Guarantee
and the Sixth Swap Guarantee are together, 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).
Charged Securities: The Charged Securities on the Issue Date comprised:
i. #6,300,000 in aggregate principal amount of
an issue of #175,000,000 6.3 per cent.
Class A1 Secured Notes of UK Care No.1
Limited due 2029 issued by UK Care No. 1
Limited (ISIN: XS0103615323); and
ii. #18,600,000 in aggregate principal amount
of an issue of #100,000,000 7.1875 per
cent. Class A1 Secured Notes of PHF
Securities No.1 Limited due 2025 issued by
PHF Securities No. 1 Limited (ISIN:
XS0082688861).
The Charged Securities will, on 27 December 2002,
comprise the Charged Securities listed above as
well as:
A. EUR9,390,000 in aggregate principal amount of an
issue of EUR55,860,000 Guaranteed Variable Rate
Notes due 2009 issued by Guaranteed Finance
Company, Ltd. (ISIN: XS0093118239);
B. EUR9,000,000 in aggregate principal amount of an
issue of EUR13,000,000 6.25 per cent. Notes due
11 December 2015 issued by Guaranteed Finance
Company, Ltd. (ISIN: XS0121670326);
C. EUR61,000 (FRF400,000) in aggregate principal
amount of an issue of FRF2,200,000,000 5.375
per cent. Notes due 2010, Series No. 436,
issued by Merrill Lynch & Co., Inc. (ISIN:
XS0088162127); and
D. USD2,175,000 in aggregate principal amount of an
issue of USD250,000,000 6.75 per cent. Notes
due 1 June 2028 issued by Merrill Lynch & Co.,
Inc. (ISIN: US590188JB51).
Subject to Special Condition 7(o), the Charged
Securities will, on 3 February 2003, comprise the
Charged Securities listed above provided, however,
that the aggregate principal amount of the Charged
Securities listed in sub-paragraph (B) above shall
be EUR12,000,000.
Subject to Special Condition 7(o), the Charged
Securities will, on 30 April 2003, comprise the
Charged Securities listed above (as modified by the
preceding paragraph) provided, however, that the
aggregate principal amount of the Charged
Securities listed in sub-paragraph (A) above shall
be EUR10,280,000, and the aggregate principal
amount of the Charged Securities listed in
sub-paragraph (C) above shall be EUR1,659,000.
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 also be comprised of
Replacement Bonds (as defined in Special Condition
7(l)).
Underlying Assets: Pursuant to the supplemental trust deed dated 16
(Condition 4(b)) May 2000 (the "First Supplemental Trust Deed"), the
supplemental trust deed dated 11 October 2000 (the
"Second Supplemental Trust Deed"), the supplemental
trust deed dated 9 August 2002 (the "Third
Supplemental Trust Deed"), the supplemental trust
deed dated 18 October 2002 (the "Fourth
Supplemental Trust Deed"), the supplemental trust
deed dated 31 October 2002 (the "Fifth Supplemental
Trust Deed"), the supplement trust deed dated as of
19 November 2002 (the "Sixth Supplemental Trust
Deed") and the Seventh Supplemental Trust Deed and
as continuing security for the Secured Obligations
(as defined in the Seventh 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;
the Charged Securities and all of its Rights and
benefits thereunder or in respect thereof; and
all its Rights and benefits under the purchase
agreements (pursuant to which the Issuer has
purchased, or has agreed to purchase, as the case
may be, the Charged Securities) and under the
Agency Agreement in respect of the Notes.
Supplementary Security Document: No.
(Condition 4(b))
Application of Proceeds: Counterparty Priority.
(Condition 4(d))
Substitution of Underlying Assets: Yes. All (but not some) of the Noteholders have the
(Condition 4(f)) 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.
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 provided, however,
that such amounts may be adjusted in accordance
with Special Condition 7(o).
Interest Commencement Date: 16 May 2000.
(Condition 6(a))
Payment Date(s): Notwithstanding Condition 6(a), and subject to
Special Condition 7(o), 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.
Maturity Date: 20 March 2040.
(Condition 7(a))
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 Note
(Condition 7(b)) 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 under
(Condition 10) "Special Conditions" below.
Purchase at Issuer's option: Yes.
(Condition 7(d))
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.
Cities deemed to be included in definition London and TARGET.
of "Business Day" for purposes of
definition of "business day":
(Condition 8(g))
United States selling restrictions: Reg S2/TEFRA D/Not Rule 144A eligible.
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.
Other selling restrictions: Cayman Islands/United Kingdom
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.
Details of applicable clearing systems: Euroclear and Clearstream Banking, societe anonyme,
Luxembourg (previously Cedelbank) ("Clearstream").
Notes to be listed on a stock exchange: Application will be made to list the Notes with the
UK Listing Authority.
ISIN: XS0110734927.
Common Code: 11073492.
Settlement Procedure: Eurobond settlement procedures apply.
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 except for those Charged Securities
issued by Merrill Lynch & Co., Inc., or any Replacement Bonds at any time to
below BBB- (or an equivalent rating) by Standard & Poors or to below Baa3 (or an
equivalent rating) by Moody's Investors Service or to below BBB- (or an
equivalent rating) by Fitch Ratings.
"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 the Charged Securities;
(ii) the Issuer or the Custodian on its behalf receives notice that
the Underlying Assets are to be redeemed prior to their maturity date;
(iii) the Underlying Assets 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 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. Such Notice may be given at
any time following the occurrence of the Termination Event.
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 Aa3 (or an equivalent
rating) by Moody's Investors Service or AA- (or an equivalent rating) by
Fitch Ratings; (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 Seventh 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 Charged Securities by
the Custodian (in accordance with the terms of the Seventh 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 five 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 five 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 then deposited by the Custodian into the Custody
(Cash) Account (as defined in the Seventh Supplemental Trust Deed) on behalf
of the Issuer.
Pursuant to the Seventh 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
publication 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 Related 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
Seventh 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 20 May 2000, 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 publication 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 principal 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 Condition 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 the Event of Default 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 Seventh 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 Seventh 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 20 May 2000, 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. MAKING A MARKET
The following shall be added to the Terms and Conditions of the Notes as Special
Condition 7(n):
Merrill Lynch International will quote indicative bid prices for any number of
the Notes specified by any of the Noteholders. Such indicative bid price will be
determined as the price at which Merrill Lynch International would be prepared
to purchase such Notes from the Noteholders, based upon Merrill Lynch
International's fair and reasonable quotation for the market bid price for the
Notes.
Prospective investors should note that, whilst it is the intention of Merrill
Lynch International to make a market it is not obliged to do so if, in the sole
opinion of Merrill Lynch International, there has been a material adverse change
in the legal, regulatory or other similar conditions then prevailing, or any of
the conditions (financial or otherwise) of the Notes.
D. ADJUSTMENT TO PAYMENT AMOUNT
The following shall be added to the Terms and Conditions of the Notes as Special
Condition 7(o):
The Noteholder(s) may, but shall not be obliged to, pay to the Dealer the
following amounts (each, an "Additional Subscription Amount") on the date (each
an "Additional Subscription Date") set out opposite such amount:
Additional Subscription Amount Additional Subscription Date
EUR6,712,500 27 December 2002
EUR3,000,000 3 February 2003
EUR2,488,000 30 April 2003
If the Noteholder(s) fail to pay the Additional Subscription Amount due on 3
February 2003, then the Issuer shall not be obliged to pay the Second Purchase
Price or the Third Purchase Price (each as defined in the Sixth Purchase
Agreement), under the Sixth Purchase Agreement, and accordingly the Issuer will
not increase the Charged Securities on 3 February 2003 or 30 April 2003.
If the Noteholder(s) fail to pay the Additional Subscription Amount due on 30
April 2003, then the Issuer shall not be obliged to pay the Third Purchase Price
(as defined in the Sixth Purchase Agreement) under the Sixth Purchase Agreement,
and accordingly the Issuer will not increase the Charged Securities on 30 April
2003.
If the Noteholder(s) fail to pay any Additional Subscription Amount, then the
Calculation Agent shall, in its absolute discretion, make such adjustments to
Column B of Schedule 1 as shall be necessary to reflect the failure to increase
the Charged Securities. In making such adjustments the Calculation Agent shall
be entitled to deduct any Swap Adjustment Costs (as defined below).
The Calculation Agent shall notify the Issuer, the Counterparty and the Trustee
of the adjustments to Column B of Schedule 1 promptly upon determining the same.
The adjustments to Column B of Schedule 1 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.
In this Special Condition 7(o):
"Swap Adjustment Costs" means any costs to the Counterparty associated with
amending the Related Agreement in order to reflect the failure to increase the
Charged Securities due to the non-payment of an Additional Subscription Amount,
including, but not limited to, administrative costs or legal fees and any other
loss arising from the reduction in Charged Securities, including any loss of
bargain, cost of funding or, at the election of the Counterparty but without
duplication, loss or cost incurred as a result of its terminating, liquidating,
obtaining or restabilising any hedge or related trading position.
E. 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 Seventh
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.
Schedule 1
Instalments
Column A Column B
Payment Date Payment Amount
EUR
20/05/00 419,929
20/06/00 417,505
20/07/00 419,184
20/08/00 413,926
20/09/00 417,744
20/10/00 420,967
20/11/00 422,319
20/12/00 422,446
20/01/01 456,948
20/02/01 446,838
20/03/01 453,319
20/04/01 445,108
20/05/01 439,168
20/06/01 441,303
20/07/01 440,084
20/08/01 430,002
20/09/01 428,300
20/10/01 480,252
20/11/01 416,254
20/12/01 386,896
20/01/02 390,421
20/02/02 385,831
20/03/02 404,977
20/04/02 395,559
20/05/02 401,253
20/06/02 377,030
20/07/02 375,384
20/08/02 389,832
20/09/02 391,289
20/10/02 423,891.49
20/11/02 651,817.50
20/12/02 590,316.08
20/01/03 680,433.56
20/02/03 810,806.00
20/03/03 744,680.78
20/04/03 752,458.95
20/05/03 788,142.28
20/06/03 769,905.21
20/07/03 904,993.73
20/08/03 740,045.17
20/09/03 749,292.27
20/10/03 714,976.31
20/11/03 785,495.96
20/12/03 1,004,769.32
20/01/04 674,539.97
20/02/04 703,090.85
20/03/04 748,033.66
20/04/04 679,222.27
20/05/04 721,591.89
20/06/04 660,133.97
20/07/04 660,867.65
20/08/04 629,732.41
20/09/04 656,767.25
20/10/04 661,082.03
20/11/04 647,976.44
20/12/04 690,185.61
20/01/05 678,170.65
20/02/05 612,701.92
20/03/05 621,494.09
20/04/05 608,052.14
20/05/05 600,086.73
20/06/05 607,778.66
20/07/05 589,977.27
20/08/05 579,215.91
20/09/05 581,901.66
20/10/05 589,167.64
20/11/05 570,760.97
20/12/05 570,616.42
20/01/06 548,825.44
20/02/06 538,722.51
20/03/06 543,996.27
20/04/06 534,594.73
20/05/06 518,528.35
20/06/06 520,124.90
20/07/06 502,308.51
20/08/06 508,155.76
20/09/06 511,073.57
20/10/06 478,710.62
20/11/06 500,028.37
20/12/06 472,133.38
20/01/07 479,589.86
20/02/07 469,262.75
20/03/07 468,064.72
20/04/07 462,913.79
20/05/07 461,197.55
20/06/07 459,203.24
20/07/07 458,707.56
20/08/07 461,665.01
20/09/07 450,029.91
20/10/07 439,057.41
20/11/07 2,526,202.22
20/12/07 478,288.86
20/01/08 434,525.15
20/02/08 436,381.53
20/03/08 438,446.76
20/04/08 426,536.42
20/05/08 412,209.35
20/06/08 416,203.73
20/07/08 393,598.38
20/08/08 401,365.99
20/09/08 393,458.81
20/10/08 394,007.88
20/11/08 392,978.76
20/12/08 384,002.75
20/01/09 391,397.69
20/02/09 377,647.57
20/03/09 376,013.07
20/04/09 383,245.21
20/05/09 370,637.23
20/06/09 368,234.18
20/07/09 362,086.95
20/08/09 360,260.08
20/09/09 364,875.02
20/10/09 352,615.76
20/11/09 360,936.57
20/12/09 352,333.31
20/01/10 344,002.65
20/02/10 341,867.52
20/03/10 335,330.94
20/04/10 333,130.86
20/05/10 326,865.66
20/06/10 322,678.78
20/07/10 316,872.68
20/08/10 316,588.35
20/09/10 315,443.51
20/10/10 312,742.21
20/11/10 311,921.39
20/12/10 296,953.25
20/01/11 300,751.24
20/02/11 289,444.79
20/03/11 290,654.18
20/04/11 282,973.18
20/05/11 275,753.71
20/06/11 276,506.68
20/07/11 270,695.96
20/08/11 269,218.93
20/09/11 258,341.02
20/10/11 255,194.46
20/11/11 254,374.78
20/12/11 251,107.49
20/01/12 244,053.17
20/02/12 239,597.32
20/03/12 229,977.19
20/04/12 226,775.23
20/05/12 223,533.79
20/06/12 223,090.43
20/07/12 218,258.71
20/08/12 217,575.90
20/09/12 217,151.60
20/10/12 439,423.74
20/11/12 217,439.53
20/12/12 213,926.99
20/01/13 213,588.16
20/02/13 212,909.45
20/03/13 212,260.93
20/04/13 212,244.34
20/05/13 210,357.81
20/06/13 212,889.70
20/07/13 209,377.40
20/08/13 208,702.63
20/09/13 207,728.40
20/10/13 208,097.46
20/11/13 209,159.90
20/12/13 205,583.51
20/01/14 204,952.69
20/02/14 202,482.64
20/03/14 202,142.53
20/04/14 202,714.37
20/05/14 200,635.69
20/06/14 202,590.63
20/07/14 198,730.93
20/08/14 198,063.17
20/09/14 197,499.81
20/10/14 198,028.55
20/11/14 199,174.57
20/12/14 195,522.75
20/01/15 195,024.70
20/02/15 194,259.76
20/03/15 193,856.34
20/04/15 194,200.52
20/05/15 192,779.29
20/06/15 194,879.40
20/07/15 191,816.34
20/08/15 190,848.13
20/09/15 190,169.47
20/10/15 190,626.50
20/11/15 191,539.77
20/12/15 188,605.72
20/01/16 188,406.78
20/02/16 187,746.91
20/03/16 187,400.17
20/04/16 187,795.97
20/05/16 186,497.87
20/06/16 188,378.79
20/07/16 185,622.34
20/08/16 184,964.33
20/09/16 184,489.25
20/10/16 184,835.32
20/11/16 185,801.40
20/12/16 183,059.86
20/01/17 185,067.77
20/02/17 184,426.02
20/03/17 181,856.15
20/04/17 182,159.73
20/05/17 180,924.64
20/06/17 184,688.58
20/07/17 182,207.96
20/08/17 181,551.30
20/09/17 178,853.48
20/10/17 176,437.75
20/11/17 179,524.73
20/12/17 179,068.21
20/01/18 174,471.73
20/02/18 176,069.32
20/03/18 177,547.40
20/04/18 178,147.22
20/05/18 174,637.98
20/06/18 175,770.35
20/07/18 171,142.87
20/08/18 175,603.76
20/09/18 169,802.71
20/10/18 174,118.89
20/11/18 170,589.53
20/12/18 174,343.29
20/01/19 167,921.92
20/02/19 168,622.92
20/03/19 168,501.72
20/04/19 172,310.36
20/05/19 167,429.30
20/06/19 168,650.23
20/07/19 166,387.98
20/08/19 165,711.19
20/09/19 162,591.41
20/10/19 168,648.47
20/11/19 169,763.71
20/12/19 161,048.72
20/01/20 158,090.46
20/02/20 153,308.41
20/03/20 157,192.11
20/04/20 152,790.71
20/05/20 149,586.53
20/06/20 150,625.19
20/07/20 148,340.82
20/08/20 149,536.68
20/09/20 148,996.80
20/10/20 152,787.78
20/11/20 149,512.09
20/12/20 147,230.60
20/01/21 144,742.55
20/02/21 150,170.55
20/03/21 143,679.53
20/04/21 145,524.11
20/05/21 142,666.89
20/06/21 149,017.52
20/07/21 145,515.48
20/08/21 143,001.53
20/09/21 144,078.93
20/10/21 140,336.94
20/11/21 144,513.76
20/12/21 140,614.69
20/01/22 138,398.57
20/02/22 139,630.04
20/03/22 141,141.29
20/04/22 139,083.81
20/05/22 140,033.96
20/06/22 140,666.74
20/07/22 135,218.54
20/08/22 134,602.59
20/09/22 135,889.58
20/10/22 133,897.59
20/11/22 134,291.65
20/12/22 132,641.66
20/01/23 130,363.71
20/02/23 133,367.07
20/03/23 129,315.06
20/04/23 133,032.47
20/05/23 132,111.09
20/06/23 132,615.10
20/07/23 136,443.13
20/08/23 132,054.60
20/09/23 133,431.94
20/10/23 128,509.44
20/11/23 131,027.68
20/12/23 128,067.96
20/01/24 124,501.05
20/02/24 127,063.56
20/03/24 124,554.09
20/04/24 127,614.30
20/05/24 125,586.22
20/06/24 127,033.95
20/07/24 120,617.75
20/08/24 125,386.65
20/09/24 125,114.29
20/10/24 120,706.50
20/11/24 120,601.98
20/12/24 119,651.73
20/01/25 119,141.98
20/02/25 121,428.58
20/03/25 116,650.56
20/04/25 119,723.40
20/05/25 116,920.69
20/06/25 115,546.60
20/07/25 116,061.04
20/08/25 115,343.57
20/09/25 113,088.12
20/10/25 112,753.34
20/11/25 116,788.89
20/12/25 114,654.66
20/01/26 117,216.20
20/02/26 110,420.37
20/03/26 114,699.52
20/04/26 111,324.05
20/05/26 110,574.70
20/06/26 112,558.56
20/07/26 109,305.78
20/08/26 110,395.85
20/09/26 106,692.63
20/10/26 106,302.72
20/11/26 107,738.65
20/12/26 105,094.28
20/01/27 110,735.36
20/02/27 105,665.85
20/03/27 103,539.41
20/04/27 103,155.53
20/05/27 103,975.73
20/06/27 104,234.88
20/07/27 103,469.48
20/08/27 100,896.97
20/09/27 100,360.17
20/10/27 99,911.56
20/11/27 99,758.99
20/12/27 101,086.47
20/01/28 98,231.55
20/02/28 97,691.32
20/03/28 97,506.23
20/04/28 96,757.52
20/05/28 96,165.20
20/06/28 96,303.28
20/07/28 96,297.38
20/08/28 94,817.76
20/09/28 94,163.68
20/10/28 93,573.67
20/11/28 94,544.65
20/12/28 92,471.52
20/01/29 91,940.74
20/02/29 92,563.56
20/03/29 90,857.35
20/04/29 90,953.68
20/05/29 90,376.88
20/06/29 89,799.60
20/07/29 91,320.31
20/08/29 89,450.36
20/09/29 87,784.87
20/10/29 89,820.36
20/11/29 87,039.46
20/12/29 87,784.34
20/01/30 85,966.25
20/02/30 85,176.24
20/03/30 85,037.31
20/04/30 86,380.73
20/05/30 83,800.73
20/06/30 83,391.81
20/07/30 83,648.24
20/08/30 82,101.31
20/09/30 81,873.89
20/10/30 81,433.19
20/11/30 83,031.31
20/12/30 80,052.41
20/01/31 79,669.59
20/02/31 79,335.44
20/03/31 79,480.01
20/04/31 77,942.12
20/05/31 78,878.30
20/06/31 77,496.73
20/07/31 78,713.46
20/08/31 76,467.01
20/09/31 75,504.45
20/10/31 75,103.25
20/11/31 74,677.36
20/12/31 74,210.81
20/01/32 73,469.31
20/02/32 72,994.93
20/03/32 72,791.95
20/04/32 71,877.65
20/05/32 71,963.28
20/06/32 1,749,096.01
20/07/32 67,455.95
20/08/32 65,939.74
20/09/32 68,944.13
20/10/32 64,695.23
20/11/32 64,976.58
20/12/32 89,645.98
20/01/33 62,385.24
20/02/33 61,967.60
20/03/33 61,622.63
2004//33 62,244.42
20/05/33 61,466.16
20/06/33 60,109.54
20/07/33 60,971.15
20/08/33 59,280.07
20/09/33 60,203.11
20/10/33 59,286.86
20/11/33 57,936.37
20/12/33 57,735.78
20/01/33 57,125.32
20/02/33 56,535.21
20/03/34 56,109.70
20/04/34 56,926.36
20/05/34 55,540.53
20/06/34 56,983.64
20/07/34 56,597.73
20/08/34 53,997.49
20/09/34 54,849.57
20/10/34 53,738.78
20/11/34 52,837.25
20/12/34 52,525.18
20/01/35 51,909.75
20/02/35 51,495.33
20/03/35 51,210.59
20/04/35 50,946.54
20/05/35 50,261.50
20/06/35 51,106.34
20/07/35 49,838.30
20/08/35 49,696.42
20/09/35 48,630.62
20/10/35 48,224.96
20/11/35 47,901.67
20/12/35 47,600.88
20/01/36 47,015.45
20/02/36 46,881.14
20/03/36 46,451.26
20/04/36 46,617.36
20/05/36 45,502.30
20/06/36 45,341.66
20/07/36 45,427.88
20/08/36 44,449.57
20/09/36 44,135.47
20/10/36 43,575.39
20/11/36 43,365.14
20/12/36 42,825.56
20/01/37 42,730.70
20/02/37 42,024.48
20/03/37 42,403.84
20/04/37 42,137.72
20/05/37 41,636.35
20/06/37 40,893.86
20/07/37 39,994.26
20/08/37 40,017.46
20/09/37 39,422.55
20/10/37 38,863.07
20/11/37 38,625.34
20/12/37 38,115.19
20/01/38 37,743.25
20/02/38 37,372.43
20/03/38 37,353.65
20/04/38 36,781.12
20/05/38 36,347.99
20/06/38 36,040.00
20/07/38 35,545.23
20/08/38 35,300.30
20/09/38 34,966.24
20/10/38 34,465.37
20/11/38 34,162.10
20/12/38 34,008.48
20/01/39 33,588.90
20/02/39 33,044.43
20/03/39 33,879.23
20/04/39 32,523.96
20/05/39 31,999.54
20/06/39 31,882.02
20/07/39 31,476.36
20/08/39 31,209.67
20/09/39 30,626.51
20/10/39 30,287.26
20/11/39 30,434.62
20/12/39 29,613.90
20/01/40 29,278.73
20/02/40 28,946.62
20/03/40 1,742,776.53
Execution page of the Amended and Restated Applicable Supplement in relation to
B SPIRES Series 6.
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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