Financial Guaranty UK Limited Launch of Consent Solicitation (1609S)

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RNS Number : 1609S

Financial Guaranty UK Limited

12 March 2021

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Financial Guaranty UK Limited Announces Consent Solicitation in relation to GBP203,680,000 Guaranteed Asset Backed Fixed Rate Notes due 2044 issued by Bishopsgate Asset Finance Limited

12 March 2021 - Financial Guaranty UK Limited (incorporated with limited liability in England and Wales with registered number 05030956) (the "Financial Guarantor") has today provided a notice of meeting (the "Notice of Meeting") to solicit consents (the "Consent Solicitation") from the holders of the outstanding GBP203,680,000 Guaranteed Asset Backed Fixed Rate Notes due 2044 (ISIN: XS0263456344 / Common Code : 026345634 ) issued by Bishopsgate Asset Finance Limited (the "Issuer"), which are unconditionally and irrevocably guaranteed as to scheduled payments of principal and interest only pursuant to a Financial Guarantee issued by the Financial Guarantor (the "Notes"), to consider and, if thought fit, pass an Extraordinary Resolution (the "Extraordinary Resolution") at a meeting of the Noteholders (the "Meeting") to approve the proposed amendments to the Notes Financial Guarantee and the other operative provisions contained in the Amendment Agreement in respect of the Notes dated 12 March 2021 among the Financial Guarantor, Deutsche Trustee Company Limited, as Trustee, and Deutsche Bank AG, London Branch, as Custodian (the "Amendment Agreement"), and to relinquish any rights they have in relation to the proceeds from any payment amount under the financial guarantee of the Birmingham Bonds (as defined below) , as more fully described in, and subject to the terms and conditions set out in, the Consent Solicitation Memorandum dated 12 March 2021 (the "Consent Solicitation Memorandum"). Noteholders are advised to refer to the Consent Solicitation Memorandum for meanings of capitalised terms used in this announcement and not otherwise defined herein, the full terms of the Consent Solicitation and the procedures related thereto.

The Notes were originally issued on 10 August 2006 in an aggregate nominal amount of GBP203,680,000. As of the date of the Consent Solicitation Memorandum, GBP 153,951,567 in aggregate nominal amount of the Notes remains outstanding. As a result of a scheduled amortisation payment on the Notes to be made on 31 March 2021, the outstanding nominal amount of Notes at the time of the Meeting and any adjourned Meeting is expected to be GBP151,292,486.

Background to the Proposal

The Financial Guarantor is no longer engaged in the business of writing new financial guarantees, and its current principal activity is the run-off of its outstanding financial guarantees.

As more fully described in the Consent Solicitation Memorandum, the Financial Guarantor's management believes that, in the event any policy in its financial guarantee portfolio experienced a loss and a claim were to be made on the Financial Guarantor, it is likely that this would result in the Financial Guarantor's own funds being lower than its Minimum Capital Requirement ("MCR"), as a result of which the Financial Guarantor would be put into administration. Accordingly the management of the Financial Guarantor believes that its financial guarantee in relation to the Notes does not provide material credit enhancement for the Notes. As of 30 June 2020, the Financial Guarantor's Solvency Capital Requirement ("SCR") ratio was 30%, which is not in compliance with the minimum required ratio of 100% under Prudential Regulatory Authority of the United Kingdom ("PRA") standards standards. Because the Financial Guarantor is no longer formally rated it no longer provides any credit rating enhancement for the Notes.

The Financial Guarantor is currently undergoing a de-risking exercise in relation to its financial guarantee portfolio. This exercise includes seeking to remove or substantially reduce certain of the financial guarantees in its portfolio, subject to market conditions and reaching agreements on acceptable terms with the relevant counterparties. To this end the Financial Guarantor is currently conducting the Consent Solicitation in respect of the Notes. In addition, the Proposal includes an effective partial defeasance of the financial guarantee provided by the Financial Guarantor in respect of the GBP398,680,000 1.972 per cent. Index-Linked Guaranteed Secured Bonds due 2044 issued by Consort Healthcare (Birmingham) Funding plc (the "Birmingham Bonds"), of which Bishopsgate Asset Finance Limited (the Issuer) owns 59.26% of the outstanding principal amount. There can be no assurance as to the outcome of the Financial Guarantor's de-risking exercise, which is subject to various factors outside of the control of the Financial Guarantor. In particular, there can be no assurance as to which financial guarantees in the Financial Guarantor's current financial guarantee portfolio, if any, will be removed or substantially reduced. On the basis of the Financial Guarantor's Solvency II model as of 30 June 2020, the Financial Guarantor currently projects that, assuming that none of the financial guarantees in its financial guarantee portfolio would be removed or reduced, its SCR ratio would reach 100% in 2029. If the consent solicitation in respect of the Notes were to be successfully completed, the SCR ratio of the Financial Guarantor would increase but it would remain significantly below the minimum required ratio of 100% under PRA standards.

The Proposal

For the reasons described above, the Financial Guarantor has requested the Trustee to convene the Meeting in accordance with the Trust Deed and is inviting Noteholders (the "Proposal") to approve, by way of an Extraordinary Resolution pursuant to the Conditions and the Meeting Provisions, the proposed amendments to the Notes Financial Guarantee and the other operative provisions contained in the Amendment Agreement and relinquish any rights they have in relation to the proceeds from any payment amount under the financial guarantee of the Birmingham Bonds, as set out below.

Purposes of the Proposal

The purposes of the Proposal are to:

(a) reduce the financial guarantee of the Financial Guarantor in respect of the Notes to 3% of each guaranteed amount, whilst retaining the same security package and the same covenant package. The Financial Guarantor will maintain its role as the controlling creditor in respect of all amendments, waivers and consents (except existing reserved rights and entrenched rights);

(b) add an obligation on the Financial Guarantor not to amend or waive the obligations in the Information Agreement to be dated on or about the date of the Effective Time between Consort Healthcare (Birmingham) Funding Limited plc and the Financial Guarantor (the " Information Agreement ") ; and

(c) effectively partially defease the financial guarantee provided by the Financial Guarantor in respect of the Birmingham Bonds, of which Bishopsgate Asset Finance Limited (the Issuer) owns 59.26% of the outstanding principal amount. The effect of such partial defeasance is that the holders of the Notes would no longer have the indirect benefit of the Financial Guarantor's financial guarantee in respect of the Birmingham Bonds. The effective partial defeasance will be effected through the provisions of the Amendment Agreement and a relinquishment by Noteholders of any rights that they have to the proceeds from any payment amount under such guarantee.

In the Information Agreement: (i) Consort Healthcare (Birmingham) Funding plc will agree to publish on an ongoing basis (A) the audited consolidated financial statements of each of Consort Healthcare (Birmingham) Funding plc and Consort Healthcare (Birmingham) Limited as project company, (B) each financial ratio in a forecast (but not the forecast itself) which is delivered under the collateral deed in respect of the Birmingham Bonds and (C) a notice of any default or event of default which is delivered under the collateral deed in respect of the Birmingham Bonds; (ii) Consort Healthcare (Birmingham) Funding plc will also agree to publish a report, substantially in the form of the reports known as "Finance Report Dashboards" that have been previously delivered to the Financial Guarantor under the collateral deed in respect of the Birmingham Bonds (A) no later than 1 April 2021, containing a summary of the performance of the operations of Consort Healthcare (Birmingham) Limited during the financial year ended 31 December 2020, (B) no later than 25 business days after 31 December in each year, containing a summary of the performance of the operations of Consort Healthcare (Birmingham) Limited during the previous year, and (C) no later than 25 business days after 30 June in each year, containing a summary of the performance of the operations of Consort Healthcare (Birmingham) Limited during the previous half financial year; and (iii) the Financial Guarantor will agree to publish no later than 25 business days after each 30 June and 31 December, a summary of its consents, waivers and amendments provided under the collateral deed for the Birmingham Bonds during the six month period then ended. It will be a requirement in the Information Agreement that each Regulatory News Service announcement for a report described under clause (ii)(A) or (ii)(B) above will include details of a live open line conference call to be held within one month after publication of such Regulatory News Service announcement, and on such conference call Consort Healthcare (Birmingham) Funding plc will answer questions about that report, although Consort Healthcare (Birmingham) Funding plc will not be obliged to provide other information, or information that may be commercially sensitive or subject to confidentiality restrictions or provide responses to questions where it does not have sufficient information to provide a response. The Information Agreement will be executed on or about the date of the Effective Time and

will not become effective if the Effective Time does not occur.

The Proposal

The Financial Guarantor is inviting Noteholders to approve the following amendments to the Notes Financial Guarantee and the other operative provisions contained in the Amendment Agreement and to make the following relinquishment of rights as set out in the Extraordinary Resolution:

Modifications to the Notes Financial Guarantee

The Notes Financial Guarantee shall be modified as follows:

   (a)   Clauses 2.1 and 2.2 shall be deleted and the following substituted in their place: 

"2.1 FGIC unconditionally and irrevocably guarantees the payment to the Trustee for the benefit of the Holders of the Guaranteed Obligations, subject to and in accordance with the terms of this Deed, of:

2.1.1 an amount equal to 3 percent of the portion of any Guaranteed Amounts which are unpaid on any Scheduled Payment Date by reason of Non-payment; and

   2.1.2       an amount equal to 3 percent of any Recovered Amounts. 

2.2 Without prejudice to the provisions of Clause 2.1 above, in the event that the Guaranteed Obligations are deemed to be invalid, unenforceable or ineffective in any respect or any other event or circumstance occurs which might affect FGIC's obligations under Clause 2.1 above, FGIC unconditionally and irrecoverably undertakes to pay to the Trustee for the benefit of the Holders of the Bond Guaranteed Obligations, subject to and in accordance with the terms of this Deed:

2.2.1 an amount equal to 3 percent of the portion of any Guaranteed Amounts which are unpaid on any Scheduled Payment Date by reason of Non-payment; and

   2.2.2       an amount equal to 3 percent of any Recovered Amounts." 
   (b)   The following shall be added to end of clause 1: 

"References in this Agreement to payment by FGIC of the Guaranteed Amounts or the Recovered Amounts (or both), shall be a reference to payment by FGIC of amounts under Clauses 2.1 or 2.2 below."

Other Operative Provisions Contained in the Amendment Agreement

The following provisions contained in the Amendment Agreement shall become effective (with terms having the meanings assigned to them in the Supplemental Trust Deed):

(a) "FGUK shall not amend or waive the obligations of Consort Healthcare (Birmingham) Funding Limited plc in the Information Agreement between Consort Healthcare (Birmingham) Funding Limited plc and FGUK to be dated on or about the date of the Effective Time (as defined in the Consent Solicitation Memorandum)."

(b) "If the Custodian receives any amount in respect of a payment by FGUK under FGUK's guarantee of the payment obligations of Consort Healthcare (Birmingham) Funding plc under the Collateral (a "Guarantee Payment Amount"):

   (i)    the Custodian shall promptly notify FGUK, the Issuer and the Trustee in writing; and 

(ii) if so directed by the Issuer (acting on the instructions of the Instructing Creditor) the Custodian shall promptly pay an amount equal to the Guarantee Payment Amount to FGUK (in its capacity as such guarantor) (the "Birmingham Guarantor"), and not pay the Guarantee Payment Amount to the Issuer, the Trustee or the Holders."

(c) "The Custodian shall, if directed from time to time by the Issuer (acting on the instructions of the Instructing Creditor) or, following the Security created by the Supplemental Trust Deed becoming enforceable, the Trustee , take any of the following actions which result in the Collateral ceasing to have the benefit (in whole or part) of the guarantee from the Birmingham Guarantor:

(i) selling all or part of the Collateral following the enforcement of the Security in the Supplemental Trust Deed, on the basis that the purchaser thereof does not have the benefit (in whole or part) of the guarantee from the Birmingham Guarantor;

(ii) attending and voting in (or giving a proxy therefor) a meeting of the holders of bonds issued by Consort Healthcare (Birmingham) Funding plc, so that such bonds do not have the benefit (in whole or part) of the guarantee from the Birmingham Guarantor;

(iii) replacing the Collateral with (A) bonds issued by Consort Healthcare (Birmingham) Funding plc which are not guaranteed by the Birmingham Guarantor or (B) bonds issued by another person, which are backed by bonds issued by Consort Healthcare (Birmingham) Funding plc, and are structured to not have a guarantee from the Birmingham Guarantor;

(iv) any action incidental to any action which results in the Collateral not having the benefit (in whole or part) of the guarantee from the Birmingham Guarantor; or

   (v)   any or all of the above." 

(d) "None of the Custodian, the Trustee nor any Noteholder shall assert any right to the Birmingham Guarantor's guarantee of the Collateral (or the proceeds thereof)."

Relinquishment of Rights under the Financial Guarantee of the Birmingham Bonds

In addition to approving the proposed amendments to the Notes Financial Guarantee and the other operative provisions contained in the Amendment Agreement, the Noteholders will relinquish any rights that they have to the proceeds from any payment amount under the financial guarantee provided by the Financial Guarantor in respect of the Birmingham Bonds, of which Bishopsgate Asset Finance Limited (the Issuer) owns 59.26% of the outstanding principal amount.

Rating Agencies

S&P Global Ratings has confirmed that, based on the information provided to it, the proposed modifications to the Note Financial Guarantee will not in and of themselves result in a downgrade, withdrawal or qualification of the ratings currently assigned to the Notes.

Investment Association

The Proposal has been considered by a special committee of The Investment Association (the "Special Committee") at the request of the Financial Guarantor. The members of the Special Committee, who hold, in aggregate approximately 72.19% of the outstanding nominal amount of the Notes, have examined the Proposal. They have informed the Financial Guarantor that they find the Proposal acceptable and that, subject to client and other approvals, they intend to vote in favour of the Proposal in respect of their holdings of Notes. The Special Committee has advised the Financial Guarantor that this recommendation relates only to the Proposal set out in this Consent Solicitation Memorandum with respect to the Notes and does not relate to any future offers or proposals which the Financial Guarantor may make. Noteholders should nonetheless undertake their own detailed assessment of the Proposal.

Early Participation Fee

If the Extraordinary Resolution is passed, the Eligibility Condition is satisfied and the other conditions to the Consent Solicitation are satisfied (or waived) , the Financial Guarantor will pay, or procure to be paid, on the Payment Date, a cash payment of GBP5.00 for each GBP1,000 nominal amount of Notes that are validly voted at the Meeting (the " Early Participation Fee ") to Noteholders who complete and deliver ( and do not revoke, in the limited circumstances where such revocation is permitted ) valid Solicitation Instructions which are received by the Tabulation Agent on or prior to the Early Participation Deadline. The proposed amendments to the Notes Financial Guarantee and the other operative provisions contained in the Amendment Agreement and the relinquishment of rights contained in the Extraordinary Resolution will become effective upon payment of the Early Participation Fee and Ineligible Noteholder Payment to Noteholders who are entitled to receive such payments under the terms of the Consent Solicitation, subject to the satisfaction of all other conditions of the Consent Solicitation. Information on the Ineligible Noteholder Payment is set out in the Notice of Meeting. For the avoidance of doubt, Noteholders that are eligible to receive the Early Participation Fee or the Ineligible Noteholder Payment will only be paid such fee or payment in respect of their amortised holdings after the amortisation payment on the Notes is made on 31 March 2021. For holdings of Notes in nominal amounts that are not integral multiples of GBP1,000 as of the date of the Meeting, the Early Participation Fee and the Ineligible Noteholder Payment (where payable) will be calculated based on the nominal amount of Notes after rounding down to the nearest integral multiple of GBP1,000.

Meeting

Notice of the Meeting, which will be held via teleconference at 10.00 a.m. (London time) on 6 April 2021, has been given to Noteholders in accordance with the Trust Deed. At the Meeting, Noteholders will be invited to consider and, if thought fit, pass the Extraordinary Resolution to approve the implementation of the Proposal. The Proposal requires the consent of the Noteholders of a majority of at least 75% of the votes cast at a meeting duly convened and held by two or more persons (provided that the holder of Notes in global form shall be treated as two persons for this purpose) present in person holding or representing in aggregate a clear majority in nominal amount of the Notes for the time being outstanding.

Indicative Timetable

Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation and the Proposal, which will depend, among other things, on timely receipt (and non-revocation) of instructions, the right of the Financial Guarantor to extend, re-open, amend and/or terminate the Consent Solicitation (other than the terms of the Extraordinary Resolution, the bringing forward of the Expiration Deadline, the Eligibility Condition, the Regulatory Condition or the Payment Condition) as described in the Consent Solicitation Memorandum, the passing of the Extraordinary Resolution and satisfaction of the consent conditions. Accordingly, the actual timetable may differ significantly from the timetable below.

 
 Event                                   Timing 
 Announcement                            12 March 2021 
 Early Participation Deadline            4.00 p.m. (London time) on 26 
                                          March 2021 
 Expiration Deadline                     4.00 p.m. (London time) on 30 
                                          March 2021 
 Meeting of Noteholders to be            10.00 a.m. (London time) on 
  held to via teleconference              6 April 2021 
 Announcement of the outcome             As soon as reasonably practicable 
  of the Meeting                          after the Meeting 
 Following the Extraordinary             No later than the third Business 
  Resolution being passed at the          Day immediately following the 
  Meeting and the Eligibility             passing of the Extraordinary 
  Condition and the other consent         Resolution 
  conditions being satisfied or 
  waived, (i) payment by the Financial 
  Guarantor of the Early Participation 
  Fee and Ineligible Noteholder 
  Payment to Noteholders who are 
  entitled to receive such payments 
  under the terms of the Consent 
  Solicitation and (ii) the proposed 
  amendments to the Notes Financial 
  Guarantee and the other operative 
  provisions contained in the 
  Amendment Agreement and the 
  relinquishment of rights contained 
  in the Extraordinary Resolution 
  become effective (the Effective 
  Time) . 
 

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the Consent Solicitation and/or vote in respect of the Proposal before the deadline specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Solicitation Instructions will be earlier than the deadline above.

Consent Conditions

The implementation of the Consent Solicitation and the related Extraordinary Resolution will be conditional on:

   (a)   the passing of the Extraordinary Resolution; 

(b) the Consent Solicitation not having been terminated in accordance with the provisions for such termination set out in this Consent Solicitation Memorandum;

(c) the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible Noteholders only, irrespective of any participation at the Meeting by Ineligible Noteholders (including, if applicable, the satisfaction of such condition at an adjourned Meeting) (the " Eligibility Condition ");

(d) the PRA having issued a statement of non-objection (in such form as the PRA may determine) to the Financial Guarantor in relation to the Consent Solicitation (the " Regulatory Condition "); and

(e) the payment by the Financial Guarantor of the Early Participation Fee and the Ineligible Noteholder Payment to Noteholders who are entitled to such payments under the terms of the Consent Solicitation (the " Payment Condition ").

The Financial Guarantor may (subject to applicable law and the meeting provisions set out in the Trust Deed) terminate the Consent Solicitation for any reason at any time before the Effective Time. The Financial Guarantor also reserves the right at any time to waive any or all of the conditions of the Consent Solicitation (other than the Eligibility Condition, the Regulatory Condition or the Payment Condition), as set out in the Consent Solicitation Memorandum.

Consent Solicitation Memorandum

Noteholders may obtain a copy of the Consent Solicitation Memorandum upon request by contacting the Tabulation Agent.

Solicitation Agent

The Solicitation Agent for the Consent Solicitation is:

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

(Attention: Liability Management Group, Telephone: [phone], Email: [e-mail])

Tabulation Agent

The Tabulation Agent for the Consent Solicitation is:

Lucid Issuer Services Limited

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

(Attention: Owen Morris, Telephone: [phone], Fax: [phone], Email: [e-mail])

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE CONSENT SOLICITATION.

This announcement may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), as amended by The Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310), as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, encompassing information relating to the Consent Solicitation and the Proposal described above.

UK MIFIR product governance / Professional investors and ECPs only target market - Manufacturer target market is eligible counterparties and professional clients (all distribution channels). No key information document (KID) pursuant to Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (UK PRIIPs Regulation) has been prepared as the Notes referred to in this Notice are not available to retail investors in the UK.

None of the Solicitation Agent, the Tabulation Agent, the Trustee, the Financial Guarantor or the Issuer takes any responsibility for the contents of this announcement and none of the Solicitation Agent, the Tabulation Agent, the Trustee, the Financial Guarantor or the Issuer or any of their respective directors, officers, employees or affiliates makes any representation or recommendation whatsoever regarding the Consent Solicitation, or expresses any opinion as to whether Noteholders should participate in the Consent Solicitation or vote in favour of or against the Extraordinary Resolution. This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.

Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("relevant persons"). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with relevant persons and persons who receive this announcement who are not relevant persons should not rely or act upon it.

This announcement is not a solicitation of consents with respect to any Notes and does not constitute an invitation to participate in the Consent Solicitation in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The Consent Solicitation is being made solely pursuant to the Consent Solicitation Memorandum, which sets forth a detailed statement of the terms of the Consent Solicitation.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy securities, and there shall be no sale of securities in any jurisdiction in which any offer, solicitation or sale would be unlawful prior to registration or qualification of such securities under the securities laws of any such jurisdiction. This announcement is not an offer for sale of any securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Issuer and the Financial Guarantor have not registered and do not intend to register any portion of any offering of securities in the United States nor to conduct a public offering of any securities in the United States.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements set forth in this announcement contain "forward-looking statements," that involve a number of risks and uncertainties. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "are expected to", "intends", "will", "will continue", "should", "would be", "seeks", "approximately" or "anticipates" or similar expressions or the negative or other variations thereof or comparable terminology. These forward-looking statements include all matters that are not historical facts. Although forward-looking statements reflect the Financial Guarantor's management's good faith beliefs, reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause actual outcomes to differ materially from anticipated future outcomes expressed or implied by such forward-looking statements. The Financial Guarantor does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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March 12, 2021 10:14 ET (15:14 GMT)