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| Name | Symbol | Market | Type |
|---|---|---|---|
| B Spires Nt40 | LSE:47SO | London | Medium Term Loan |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0 | - |
From Jul 2019 to Jul 2024
TIDM47SO
RNS Number : 4557Y
B Spires Limited
12 May 2021
B SPIRES LIMITED
3(rd) Floor Zephyr House, 122 Mary Street, George Town, PO Box 10085 KY1-1001, Grand Cayman
To:
RNS
London Stock Exchange plc
Fax Number: +44 20 7588 6057
Copy to:
The Law Debenture Trust Corporation p.l.c.
8th Floor
100 Bishopsgate
London EC2N 4AG
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
6 May 2021
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 the date hereof and with the consent of all Noteholders, amended and restated in the form set out in the Amended and Restated Pricing Supplement annexed to this Notice.
Yours faithfully
B SPIRES Limited
Contact: The Directors Telephone: 345-949-8244
Annex
Amended and Restated Pricing Supplement
AMED 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, 27 December 2002, 2 June 2006,
3 October 2006, 23 November 2006, 6 December 2007, 16 December 2010 and
6 May 2021
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 Twelfth 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 Twelfth 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.
Hot Features
Premium
1. Issuer: B SPIRES Limited.
2. Relevant Dealer: Merrill Lynch International.
3. Syndicated: No.
4. Trustee (and principal The Law Debenture Trust Corporation
office): p.l.c. whose principal office is
currently at Fifth Floor, 100 Wood
Street, London EC2V 7EX.
5. Issue Agent (and specified The Bank of New York Mellon (formerly
office): JPMorgan Chase Bank, N.A.) whose
specified office is currently at
One Canada Square, London E14 5AL.
6. Principal Paying Agent The Bank of New York Mellon (formerly
(and specified office): JPMorgan Chase Bank, N.A.) whose
(Condition 1(a)) specified office is currently at
One Canada Square, London E14 5AL.
7. Paying Agent (and specified J.P. Morgan Bank Luxembourg S.A.
offices): (Condition 1(a)) whose specified office is 6 route
de Treves, Floor GR, L-2633 Senningerberg,
Luxembourg.
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: The Bank of New York Mellon (formerly
JPMorgan Chase Bank, N.A.).
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 International (novated
from Merrill Lynch Capital Services,
Inc.) acting through its office
at 2 King Edward Street, London
EC1A 1HQ.
12. Swap Guarantor: Bank of America Corporation.
13. Series Number: Series 6
14. Relevant Currency: (Condition euro ("EUR").
6(c))
15. Aggregate Principal Amount: EUR41,000,000.
Authorised Denomination(s):
16. (Condition 1(a)) EUR100,000.
17. Issue Date: 16 May 2000.
18. Issue Price: 99.96 per cent.
19. Form of Notes: (Condition Bearer
1(a))
20. Bearer Notes exchangeable Yes
for Registered Notes: (Condition
2(a))
21. Coupons to be attached Yes
to Definitive Notes:
22. Talons for future Coupons Yes
or Receipts to be attached
to Definitive Notes (and
dates on which such Talons
mature):
23. Receipts to be attached Yes
to Instalment Notes which
are Definitive Notes:
24. Status: (Condition (3)) The Notes constitute unsubordinated
secured limited recourse obligations
of the Issuer.
25. Related Agreement (Condition The Issuer and the Counterparty
4(a)): have entered into 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, 8 October 2002, 31
October 2002, as of 19 November
2002, 27 December 2002, 2 June
2006, 3 October 2006, 23 November
2006, 6 December 2007 and 16 December
2010, as novated from Merrill Lynch
Capital Services, Inc. to the Counterparty
on 26 March 2013; and amended and
restated on 6 May 2021) and constituting
a supplement to, and forming part
of, an agreement entered into on
26 March 2013 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 6 May 2021 (the
"Thirteenth Supplemental Trust
Deed"), the terms and conditions
of the Notes will be amended to
take account of the removal of
Charged Securities to be transferred
by the Issuer to the Counterparty
on the Closing Date 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 amended to reflect
such amendments.
Without prejudice to the provisions
of the Thirteenth 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 EUR, the account
of the Counterparty with Bank of
America NA, London Branch, IBAN:
GB62BOFA16505037719054 (reference:
Merrill Lynch International re.
B SPIRES Limited, Series 6 FAO
Merrill Lynch International, London);
and
(b) with respect to USD, the account
of the Counterparty with Bank of
America NA, London Branch, Fed
ABA # 026009593, A/C # 6550-0-60515
(reference: Merrill Lynch International.
re. B SPIRES Limited, Series 6,
FAO Merrill Lynch International,
London).
27. Swap Guarantees: -(Condition The obligations of the Counterparty
4(a)) under the 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"), a guarantee executed
by the Swap Guarantor dated as
of 19 November 2002 (the "Fifth
Swap Guarantee"), a guarantee executed
by the Swap Guarantor dated 27
December 2002 (the "Sixth Swap
Guarantee"), a guarantee executed
by the Swap Guarantor dated 2 June
2006 (the "Seventh Swap Guarantee"),
a guarantee executed by the Swap
Guarantor dated 3 October 2006
(the "Eighth Swap Guarantee"),
a guarantee executed by the Swap
Guarantor dated 23 November 2006
(the "Ninth Swap Guarantee"), a
guarantee executed by the Swap
Guarantor dated 6 December 2007
(the "Tenth Swap Guarantee"), a
guarantee executed by the Swap
Guarantor dated 16 December 2010
(the "Eleventh Swap Guarantee")
and a guarantee executed by the
Swap Guarator on 26 March 2013
(the "Twelfth Swap Guarantee")
(the First Swap Guarantee, the
Second Swap Guarantee, the Third
Swap Guarantee, the Fourth Swap
Guarantee, the Fifth Swap Guarantee,
the Sixth Swap Guarantee, the Seventh
Swap Guarantee, the Eighth Swap
Guarantee, the Ninth Swap Guarantee,
the Tenth Swap Guarantee, the Eleventh
Swap Guarantee and the Twelfth
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).
28. Charged Securities: The Charged Securities on the Issue
Date comprised:
(i) GBP6,300,000 in aggregate principal
amount of an issue of GBP175,000,000
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) GBP18,600,000 in aggregate
principal amount of an issue of
GBP100,000,000 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, on 27 December
2002, comprised 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).
The Charged Securities, on 3 February
2003, comprised the Charged Securities
listed above, except that the aggregate
principal amount of the Charged
Securities listed in sub-paragraph
(B) above was EUR12,000,000.
The Charged Securities, on 30 April
2003, comprised the Charged Securities
listed above, except that the aggregate
principal amount of the Charged
Securities listed in sub-paragraph
(A) above was EUR10,280,000 and
the aggregate principal amount
of the Charged Securities listed
in sub-paragraph (C) above was
EUR1,659,000.
The Charged Securities, on 2 June
2006, comprised the following Charged
Securities listed in paragraphs
(a) to (e) below:
(a) GBP6,300,000 in aggregate principal
amount of an issue of GBP175,000,000
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);
(b) GBP18,600,000 in aggregate
principal amount of an issue of
GBP100,000,000 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);
(c) EUR1,659,000 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);
(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);
and
(e) EUR23,225,000 in aggregate
principal amount of an issue of
EUR500,000,000 5.875 per cent.
Instruments due 14 February 2033
issued by Telefonica Europe BV
(ISIN: XS0162869076).
The Charged Securities, on 3 October
2006, comprised the following Charged
Securities listed in paragraphs
(a) to (g) below:
(a) GBP18,600,000 in aggregate
principal amount of an issue of
GBP100,000,000 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);
(b) EUR1,659,000 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);
(c) 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);
(d) EUR23,225,000 in aggregate
principal amount of an issue of
EUR500,000,000 5.875 per cent.
Instruments due 14 February 2033
issued by Telefonica Europe B (ISIN:
XS0162869076);
(e) GBP2,520,000 in aggregate principal
amount of an issue of GBP500,000,000
5.375 per cent. Notes due 2 February
2026 by Telefonica Emisiones S.A.U.
(ISIN: XS 0241945582);
(f) USD3,600,000 in aggregate principal
amount of an issue of USD1,000,000,000
5.85 per cent. Notes due 11 December
2034 of Citigroup Inc. (ISIN: US
172967CT60); and
(g) USD3,600,000 in aggregate principal
amount of an issue of USD5,000,000,000
6.75 per cent. Notes due 15 March
2032 of General Electric Capital
Corporation (ISIN: US 36962GXZ26).
The Charged Securities, on 23 November
2006, comprised the following Charged
Securities listed in paragraphs
(a) to (f) below:
(a) EUR1,659,000 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);
(b) 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);
(c) EUR23,225,000 in aggregate
principal amount of an issue of
EUR500,000,000 5.875 per cent.
Instruments due 14 February 2033
issued by Telefonica Europe BV
(ISIN: XS0162869076);
(d) GBP8,100,000 in aggregate principal
amount of an issue of GBP500,000,000
5.375 per cent. Notes due 2 February
2026 of Telefonica Emisiones S.A.U.
(ISIN: XS 0241945582);
(e) USD28,200,000 in aggregate
principal amount of an issue of
USD1,000,000,000 5.85 per cent.
Notes due 11 December 2034 of Citigroup
Inc. (ISIN: US 172967CT60); and
(f) USD3,600,000 in aggregate principal
amount of an issue of USD5,000,000,000
6.75 per cent. Notes due 15 March
2032 of General Electric Capital
Corporation (ISIN: US 36962GXZ26).
The Charged Securities, on 6 December
2007, comprised the following Charged
Securities listed in paragraphs
(a) to (f) below:
(a) EUR1,659,000 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);
(b) 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);
(c) EUR23,225,000 in aggregate
principal amount of an issue of
EUR500,000,000 5.875 per cent.
Instruments due 14 February 2033
issued by Telefonica Europe BV
(ISIN: XS0162869076);
(d) USD16,750,000 in aggregate
principal amount of an issue of
USD1,250,000,000 8.25 per cent.
Notes due 15 September 2030 of
Telefonica Europe B.V. (ISIN: US879385AD49);
(e) USD28,200,000 in aggregate
principal amount of an issue of
USD1,000,000,000 5.85 per cent.
Notes due 11 December 2034 of Citigroup
Inc. (ISIN: US 172967CT60); and
(f) USD3,600,000 in aggregate principal
amount of an issue of USD5,000,000,000
6.75 per cent. Notes due 15 March
2032 of General Electric Capital
Corporation (ISIN: US 36962GXZ26).
The Charged Securities will, on
16 December 2010, comprise the
following Charged Securities listed
in paragraphs (a) to (e) below:
(a) 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);
(b) EUR23,225,000 in aggregate
principal amount of an issue of
EUR14,122,170,000 5.75 per cent.
Spanish Government Bonds (Bonos
y Obligaciones del Estado) due
2032 issued by The Kingdom of Spain
(ISIN: ES0000012411);
(c) USD16,750,000 in aggregate
principal amount of an issue of
USD1,250,000,000 8.25 per cent.
Notes due 15 September 2030 of
Telefonica Europe B.V. (ISIN: US879385AD49);
(d) USD28,200,000 in aggregate
principal amount of an issue of
USD1,000,000,000 5.85 per cent.
Notes due 11 December 2034 of Citigroup
Inc. (ISIN: US172967CT60); and
(e) USD3,600,000 in aggregate principal
amount of an issue of USD5,000,000,000
6.75 per cent. Notes due 15 March
2032 of General Electric Capital
Corporation (ISIN: US36962GXZ26).
The Charged Securities will, on
7 May 2021, comprise the following
Charged Securities listed in paragraphs
(a) to (d) below:
(a) 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);
(b) USD8,375,000 in aggregate principal
amount of an issue of USD1,250,000,000
8.25 per cent. Notes due 15 September
2030 of Telefonica Europe B.V.
(ISIN: US879385AD49);
(c) USD28,200,000 in aggregate
principal amount of an issue of
USD1,000,000,000 5.85 per cent.
Notes due 11 December 2034 of Citigroup
Inc. (ISIN: US172967CT60); and
(d) USD3,600,000 in aggregate principal
amount of an issue of USD5,000,000,000
6.75 per cent. Notes due 15 March
2032 of General Electric Capital
Corporation (ISIN: US36962GXZ26).
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)).
29. Underlying Assets: (Condition Pursuant to the supplemental trust
4(b)) deed dated 16 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"), the supplemental trust
deed dated 27 December 2002 (the
"Seventh Supplemental Trust Deed"),
the supplemental trust deed dated
2 June 2006 (the "Eighth Supplemental
Trust Deed"), the supplemental
trust deed dated 3 October 2006
(the "Ninth Supplemental Trust
Deed"), the supplemental trust
deed dated 23 November 2006 (the
"Tenth Supplemental Trust Deed"),
the supplemental trust deed dated
6 December 2007 (the "Eleventh
Supplemental Trust Deed"), the
supplemental trust deed dated 16
December 2010 (the "Twelfth Supplemental
Trust Deed") and the supplemental
trust deed dated 6 May 2021 (the
"Thirteenth Supplemental Trust
Deed"), and as continuing security
for the Secured Obligations (as
defined in the Twelfth Supplemental
Trust Deed and which includes the
obligations of the Issuer under
the Notes and the Related Agreement),
the Issuer has granted 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
the Charged Securities) and under
the Agency Agreement in respect
of the Notes.
30. Supplementary Security No.
Document: (Condition 4(b))
31. Application of Proceeds: Counterparty Priority.
(Condition 4(d))
32. Substitution of Underlying Yes. All (but not some) of the
Assets: (Condition 4(f)) Noteholders have 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 provided, however,
that such amounts may be adjusted
in accordance with Special Condition
7(o).
34. Interest Commencement Date: 16 May 2000.
(Condition 6(a))
35. 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.
36. Maturity Date: (Condition 20 March 2040
7(a) )
37. Redemption Amount: (Condition
7(f))
- at Maturity (Condition The Notes are repayable in instalments
7(a)) in accordance with the provisions
set out above.
- Mandatory Redemption Except in respect of Condition
(Condition 7(b)) 7(b)(i)(B), each 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
(Condition 7(c)) with the provisions of Special
Condition 7(l) and 7(m) set out
under "Special Conditions" below.
- Redemption following Each Note will be redeemed in accordance
an Event of Default (Condition with the provisions of Special
10) Condition 7(m) set out under "Special
Conditions" below.
38. Purchase at Issuer's option: Yes
(Condition 7(d))
39. Cancellation of Related Yes. In the event that the Issuer
Agreement: 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 London and TARGET.
in definition 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) and the decrees and regulations
made thereunder, in each case as
amended, restated and supplemented
from time to time.
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 qualified
investors as defined in Article
2(1)(e) of the Council Directive
2001/73/EC of 4 November 2003 (the
"Prospectus Directive") and transposed
into Spanish legislation (i.e.
Article 30 bis 1(a) of the Spanish
Securities Market Act(Ley del Mercado
de Valores)) may be carried out,
in which case no significant regulatory
filings of any offering documentation
will have to be registered with
the Spanish Securities and Exchange
Commission (Comisión 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. Qualified
investors will be subject to a
restriction on the transfer of
the Notes to other investors in
Spain which are not qualified investors
set forth in Spanish securities
laws implementing the Prospectus
Directive.
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 Euroclear and Clearstream Banking,
systems: société anonyme, Luxembourg
(previously Cedelbank) ("Clearstream").
46. Notes to be listed on a Application will be made to list
stock exchange: the Notes with the UK Listing Authority.
47. ISIN: XS0110734927.
48. Common Code: 11073492.
49. Settlement Procedure: Eurobond settlement procedures
apply.
50. Common Depositary: The Bank of New York Mellon (formerly
JPMorgan Chase Bank, N.A.).
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 Merrill Lynch International 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 the 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 USD, GBP or EUR; 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 Twelfth 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 (if required under the terms of this Condition 7(l)) the 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), (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) and (iv) ensure that the agreement under which the Selling Agent is appointed requires the Selling Agent (if required under the terms of this Condition 7(l)) to arrange for the sale on behalf of the Issuer of the remaining Charged Securities for cash consideration on the Charged Securities Sale Date (as defined below) at their Market Value and transfer the Charged Securities Net Proceeds to the Custodian promptly following the Charged Securities Sale Date.
The Selling Agent shall, upon delivery to it of the Charged Securities by the Custodian (in accordance with the terms of the Twelfth 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 in respect of the Relevant Charged Securities or the Charged Securities at any time by multiplying the aggregate nominal amount of the Relevant Charged Securities or the Charged Securities, as the case may be, by the Market Price of the Relevant Charged Securities or the Charged Securities, as the case may be, 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 or the Charged Securities, as the case may be, 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 or the Charged Securities, as the case may be, that would be paid by such institutions to purchase such Relevant Charged Securities or the Charged Securities, as the case may be, 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 Twelfth Supplemental Trust Deed) on behalf of the Issuer.
Pursuant to the Twelfth 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, then the Counterparty, or an affiliate of the Counterparty, shall use its reasonable endeavours to fax 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 by fax return to the Counterparty 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 Twelfth 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 to 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:
a) pursuant to the Twelfth Supplemental Trust Deed and this Condition 7(l) the Issuer shall notify the Custodian and instruct the Custodian to deliver the remaining Charged Securities to the Selling Agent. The Selling Agent shall, upon delivery to it of the Charged Securities by the Custodian (in accordance with the terms of the Twelfth Supplemental Trust Deed) arrange for the sale on behalf of the Issuer of the Charged Securities for cash consideration (such cash consideration, net of all costs, expenses and liabilities incurred in connection with such sale, the "Charged Securities Net Proceeds") on the Relevant Business Day after delivery of the Charged Securities (the "Charged Securities Sale Date") at their Market Value on such date; and
b) 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 and the Charged Securities Net Proceeds (together, the "Total Net Proceeds") are received from the purchaser of the Charged Securities (the "Securities Payment Date"). The Charged Securities Net Sale 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 Twelfth Supplemental Trust Deed) on behalf of the Issuer.
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 Total 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 Total 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 set out in Condition 7(b)(i)(B)) of the Notes 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 Twelfth 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 Twelfth 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 the 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. Any 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. 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 the reference to "Calculation Agent" therein were a reference to such affiliate.
(2) In the Conditions (but without prejudice to the Twelfth 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
Column A Column B
Payment Date Payment Amount
EUR
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
20/06/06 620,124.90
20/07/06 502,308.51
Column A Column B
Payment Date Payment Amount
EUR
20/08/06 508,155.76
20/09/06 511,073.57
20/10/06 698,710.62
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
Column A Column B
Payment Date Payment Amount
EUR
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
20/12/10 696,953.25
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
Column A Column B
Payment Date Payment Amount
EUR
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
Column A Column B
Payment Date Payment Amount
EUR
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
Column A Column B
Payment Date Payment Amount
EUR
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
Column A Column B
Payment Date Payment Amount
EUR
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
Column A Column B
Payment Date Payment Amount
EUR
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
Column A Column B
Payment Date Payment Amount
EUR
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
Column A Column B
Payment Date Payment Amount
EUR
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
Column A Column B
Payment Date Payment Amount
EUR
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
Column A Column B
Payment Date Payment Amount
EUR
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
3(rd) Floor Zephyr House, 122 Mary Street, George Town, PO Box 10085 KY1-1001, Grand Cayman
DEALER
Merrill Lynch International
Merrill Lynch Financial Centre 2 King Edward Street
London EC1A 1HQ
TRUSTEE
The Law Debenture Trust Corporation p.l.c.
8(th) Floor 100 Bishopsgate
London EC2N 4AG
ISSUE AGENT
PRINCIPAL PAYING AGENT
and CUSTODIAN
The Bank of New York Mellon (formerly JPMorgan Chase Bank, N.A.)
1 Canada Square London
E14 5AL
PAYING AGENT
J.P. Morgan Bank Luxembourg S.A.
6 route de Treves Floor GR
L-2633 Senningerberg Luxembourg
CALCULATION AGENT
Merrill Lynch Capital Services Inc.
World Financial Center North Tower
22(nd) Floor 250 Vesey Street NY10281-1322
SWAP COUNTERPARTY
Merrill Lynch International
2 King Edward Street, London
EC1A 1HQ
SWAP GUARANTOR
Bank of America Corporation , One Bryant Park
New York, New York 10036
LEGAL ADVISERS
to the Dealer as to English law
Clifford Chance LLP
10 Upper Bank Street
London E14 5JJ
United Kingdom
to the Issuer as to Cayman Islands law
Maples and Calder
11th floor, 200 Aldersgate Street
London EC1A 4HD
United Kingdom
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END
AGRKLLFFFELBBBK
(END) Dow Jones Newswires
May 13, 2021 02:00 ET (06:00 GMT)
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