26 May 2021 16:51
Notice of Meeting and Resolution
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF ANY BONDHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE RESOLUTION TO BE PROPOSED AT THE MEETING, IT SHOULD SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, LEGAL OR TAX ADVISER.
Ulster Bank Ireland DAC
(incorporated in Ireland as a designated activity company limited by shares, company number 25766)
(the "Issuer")
Legal Entity Identifier (LEI): 635400KQIMALJ4XLAD78
NOTICE OF MEETING
of the holders of the outstanding
STG £5,000,000 Floating Rate Subordinated Bonds (ISIN: IE0004325282)
(the "Bonds")
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of the Bonds (the "Bondholders") convened by the Issuer will be held via teleconference at 10:00 a.m. (London time) on 7 July 2021 for the purpose of considering and, if thought fit, passing the following resolution (the "Resolution") in accordance with the terms and conditions of the Bonds (the "Conditions"). Capitalised terms used but not defined in this Notice have the meanings given to them in the Conditions.
In light of the ongoing developments in relation to the Coronavirus (COVID-19), and current guidance issued by the UK and Irish Governments, it is not practicable to hold the Meeting (and any adjourned Meeting) at a physical location. Accordingly, the Meeting will be held via teleconference.
RESOLUTION
"THAT this meeting of the holders of the outstanding STG £5,000,000 Floating Rate Subordinated Bonds (the "Bonds") of Ulster Bank Ireland DAC (the "Issuer") hereby:
1. assents to and approves the proposed amendments to Condition 3 (Interest) of the Bonds as set out in the Appendix to this Notice of Meeting and their implementation by way of an amendment deed in the form of the draft produced to this meeting and signed by the chairman of the meeting for the purpose of identification (the "Amendment Deed") with effect from the Interest Payment Date falling in March 2022;
2. sanctions and approves every abrogation, modification, variation or compromise of, or arrangement in respect of, the rights of the Bondholders appertaining to the Bonds against the Issuer, whether or not such rights arise under the Conditions or otherwise, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Resolution and their implementation;
3. authorises, directs, requests, empowers and instructs the Issuer to execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient, in the sole and absolute discretion of the Issuer, to carry out and give effect to this Resolution and the implementation of the modifications referred to in paragraph 1 of this Resolution; and
4. declares that the implementation of this Resolution shall be conditional on:
(a) the passing of this Resolution; and
(b) the quorum required for, and the requisite majority of votes cast at, this Meeting being satisfied by Eligible Bondholders, irrespective of any participation at this Meeting by Ineligible Bondholders and that, if the Resolution is passed at this Meeting but such condition is not satisfied, the chairman of this Meeting and the Issuer are hereby authorised, directed, requested and empowered to adjourn this Meeting for such period being not less than 14 days nor more than 42 days, to be held via teleconference, for the purpose of reconsidering Resolutions 1 to 3 of this Resolution. At any such adjournment of this Meeting, one or more persons present holding or representing not less than one third of the aggregate principal amount of the Bonds for the time being outstanding shall form a quorum and shall have the power to pass the Resolution, and the condition set out in this paragraph 4(b) will be satisfied if the quorum required for, and the requisite majority of votes cast at, such adjourned Meeting are satisfied by Eligible Bondholders irrespective of any participation at the adjourned Meeting by Ineligible Bondholders.
"Eligible Bondholders" means a Bondholder who is located and resident outside the United States and is not a U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended), and
"Ineligible Bondholders" means a Bondholder that is not an Eligible Bondholder.
Background
On 5 March 2021 (the "LIBOR Announcement Date"), the UK Financial Conduct Authority (the "FCA") confirmed that all Sterling LIBOR settings will either cease to be provided by any administrator or no longer be representative of their underlying market immediately after 31 December 2021 (the "LIBOR Announcement"). The FCA has also made a number of previous announcements regarding the proposed cessation of LIBOR). In relation to 6-month Sterling LIBOR in particular (as the interest rate benchmark currently applicable to the Bonds), the LIBOR Announcement provided that immediately after 31 December 2021, such LIBOR setting would no longer be representative of its underlying market and representativeness will not be restored.
In 2017 the Bank of England (the "BoE") and the FCA announced that they had mandated a working group (the "Working Group") to implement a broad-based transition to the Sterling Overnight Index Average ("SONIA") across sterling bond, loan and derivative markets, so that SONIA is established as the primary sterling interest rate benchmark by the end of 2021. Therefore, Sterling LIBOR will not continue on the current basis after 2021, and regulators have urged market participants to take active steps to implement the transition to SONIA and other risk-free rates ahead of this deadline.
The Issuer has convened the Meeting for the purpose of enabling the Bondholders to consider and resolve, if they think fit, to approve the Resolution in relation to the Bonds, implementing changes in the interest basis specified in the Conditions from Sterling LIBOR to Compounded Daily SONIA, using the SONIA Index published by the BoE.
The formula for calculating interest on the Bonds on the basis of the SONIA Index shall be as set out in this Appendix to this Notice of Meeting. Due to the differences in the nature of LIBOR and SONIA (see further "Questions and Answers about the Proposals" in the Consent Solicitation Memorandum), the replacement of LIBOR as the reference rate for the Bonds requires a corresponding credit adjustment spread to the existing Margin payable in respect of the Bonds. The Proposals use the "5-year historical median" methodology agreed by the International Swaps and Derivatives Association ("ISDA") for determining this credit adjustment spread and recommended by the Working Group for use in cash products such as the Bonds. It involves taking the median of the daily difference between LIBOR and SONIA in the 5 years leading up to the LIBOR Announcement Date. Using this methodology, the credit adjustment spread for 6-month Sterling LIBOR is 0.2766 per cent., as calculated and published by Bloomberg Index Services Limited on the LIBOR Announcement Date.
General
Bondholders may obtain, from the date of this Notice, a copy of the Consent Solicitation Memorandum from the Registrar, the contact details for whom are set out below. A Bondholder will be required to produce evidence satisfactory to the Registrar as to their status as a Bondholder and that they are a person to whom it is lawful to send the Consent Solicitation Memorandum under applicable laws before being sent a copy of the Consent Solicitation Memorandum. Copies (in electronic form) of the Conditions, the draft Amendment Deed, and this Notice of Meeting are available for inspection by the Bondholders by contacting the Registrar, in each case on and from the date of this Notice during normal business hours on any Business Day up to and including the date of the Meeting. For this purpose, "Business Day" means a day other than a Saturday or a Sunday or a public holiday on which commercial banks and foreign exchange markets are open for business in Ireland.
Any revised version of the draft Amendment Deed made available as described above and marked to indicate changes to the draft made available on the date of this Notice will supersede the previous draft of the Amendment Deed and Bondholders will be deemed to have notice of any such changes.
The attention of Bondholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Resolution at the Meeting or any meeting held following any adjournment of such Meeting, which are set out in paragraph 2 of "Voting and Quorum" below. Having regard to such requirements, Bondholders are strongly urged either to take steps to be represented at, or to attend, the Meeting as soon as possible.
Voting and Quorum
1. The provisions governing the convening and holding of a meeting of the Bondholders are set out in Condition 8 (Meetings of Bond Holders) (a copy of the Conditions is available for inspection by the Bondholders as referred to above).
Only Bondholders showing on the register of Bondholders as of 23 May 2021 (the "Record Date") may submit a Form of Proxy/Attendance Request. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must arrange for such Bondholder to submit a Form of Proxy/Attendance Request on its behalf in order to be able to participate in the Meeting. The deadlines set by any intermediary will be earlier than any deadlines specified in this Notice of Meeting.
A Bondholder may, by a document in the English language (a "Form of Proxy/Attendance Request") in the form available from the Registrar (on behalf of the Issuer) and signed by a Bondholder (or in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer), either (i) appoint the Chairman of the Meeting or any other person to vote at the Meeting in respect of the Bonds held by such Bondholder, or (ii) request details of how to attend and vote at the Meeting (via teleconference). The Form of Proxy/Attendance Request and (if applicable) the authority under which it is executed, must be delivered to the Registrar (by post or email, at the details set out at the end of this Notice) not less than 48 hours before the time appointed for holding the Meeting.
Any vote given in accordance with the terms of a Form of Proxy/Attendance Request shall be valid notwithstanding the previous revocation or amendment of the Form of Proxy/Attendance Request or of any of the Bondholder's instructions in respect thereof, provided that no intimation in writing of the revocation or amendment shall have been received by the Issuer at its registered office at any time prior to 24 hours before the time appointed for holding the Meeting or adjourned Meeting at which the Form of Proxy/Attendance Request is used.
By submitting a Form of Proxy/Attendance Request to the Registrar, each Bondholder will be deemed to consent to have the Registrar provide details concerning its identity to the Issuer and its legal advisers.
2. The quorum required for the Resolution to be considered at the Meeting is one or more persons present in person or by proxy and holding or representing in aggregate not less than one-third of the principal amount of the Bonds for the time being outstanding.
In the event such quorum is not present within 15 minutes from the time initially fixed for the Meeting, the Meeting will be adjourned for not less than 14 nor more than 42 days. At any adjourned Meeting, one or more persons present in person or by proxy and holding or representing in aggregate not less than one-third of the principal amount of the Bonds for the time being outstanding shall be a quorum.
A Form of Proxy/Attendance Request which has not been subsequently revoked, shall remain valid for any such adjourned Meeting.
Bondholders should note these quorum requirements and should be aware that, if the Bondholders either present or appropriately represented at the Meeting are insufficient to form a quorum for the Resolution, such Resolution cannot be formally considered at the Meeting. Bondholders are therefore encouraged either to arrange to be represented at the Meeting or to attend the Meeting in person (via teleconference) as soon as possible.
3. The Resolution shall be decided by a poll. To be passed at the Meeting, the Resolution requires a majority of at least three‑quarters of the votes cast in respect of such Resolution voting in favour. Every Bondholder or duly appointed proxy shall have one vote in respect of each STG £l ,000 in principal amount of the Bonds so held or in respect of which he is a proxy. If passed, a Resolution shall be binding on all Bondholders, whether or not present at the Meeting and whether or not voting.
This Notice is given by Ulster Bank Ireland DAC.
Bondholders should contact the following for further information:
The Registrar
Computershare Investor Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
D24 AK82
Ireland
Telephone: +353 1447 5468
Email: !IECSDBNCorporateActions@computershare.com.au
Dated: 26 May 2021
Appendix 1
Proposed Amendments to the Conditions
With effect from the Interest Payment Date falling in March 2022, Condition 3 (Interest) shall be amended as follows:
Condition 3(c)((ii)(Rate of Interest) and 3(c)(iii) (Determination of Rate of Interest and Interest Amount) shall be deleted in its entirety and replaced with following:
The Rate of Interest for each Interest Period, will, subject as provided below, be compounded Daily SONIA for the relevant Interest Period calculated in accordance with the following formula:
to the fifth decimal place (with 0.000005 being rounded upwards), plus the Margin, all as determined and calculated by the Agent Bank, where:
"Compounded Index" shall mean the SONIA Compounded Index;
"d" is the number of calendar days from (and including) the day on which the relevant Compounded Index Start is determined to (but excluding) the day on which the relevant Compounded Index End is determined;
"End" means the Compounded Index value on the day falling ten Index Days prior to the Interest Payment Date for such Interest Period (or such other date on which the relevant payment of interest falls due but which by its definition or the operation of the relevant provisions is excluded from such Interest Period);
"Index Days" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;
"Margin" means 2.8266 per cent;
"Numerator" means 365;
"SONIA Compounded Index" means the Compounded Daily SONIA rate as published at 10:00 (London time) by the Bank of England (or a successor administrator of SONIA) on the Bank of England's Interactive Statistical Database, or any successor source; and
"Start" means the relevant Compounded Index value on the day falling ten Index Days prior to the first day of the relevant Interest Period.
If, with respect to any Interest Period, the Rate of Interest cannot be determined in accordance with the foregoing provisions in relation to any Interest Period, the Rate of Interest applicable to the during such Interest Period shall be that determined as at the last preceding Interest Determination Date.
The Interest Amount shall be determined by applying the Rate of Interest to Sterling £1,000, multiplying the sum by the actual number of days in the Interest Period concerned divided by 365 or (in the case of an Interest Period ending in a Leap Year ) 366 and rounding the resultant figure to the relevant penny (half a penny being rounded upwards).