Financial Guaranty UK Limited Termination of Consent Solicitation (0273U)

TIDM54KD

RNS Number : 0273U

Financial Guaranty UK Limited

30 March 2021

Financial Guaranty UK Limited Announces Termination of Consent Solicitation in relation to GBP203,680,000 Guaranteed Asset Backed Fixed Rate Notes due 2044

issued by Bishopsgate Asset Finance Limited

30 March 2021 - Financial Guaranty UK Limited (incorporated with limited liability in England and Wales with registered number 05030956) (the "Financial Guarantor") has today announced the termination of its previously announced solicitation of 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 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 described in the Consent Solicitation Memorandum dated 12 March 2021 (the "Consent Solicitation Memorandum"). Capitalised terms used but not otherwise defined in this announcement shall have the meanings set out in the Consent Solicitation Memorandum.

Pursuant to its sole discretion in accordance with the terms and conditions set out in the Consent Solicitation Memorandum, the Financial Guarantor has terminated the Consent Solicitation with immediate effect. As a result of the termination, no Early Participation Fees or Ineligible Noteholder Payments will be paid or become payable to holders of the Notes who have delivered Solicitation Instructions and Ineligible Noteholder Instructions. All Solicitation Instructions and Ineligible Noteholder Instructions previously delivered are deemed to have been revoked automatically, and Notes subject to any such Solicitation Instructions and Ineligible Noteholder Instructions will be unblocked promptly in the relevant accounts in the Clearing Systems. The Notes Financial Guarantee will remain in its present form and will not be amended, and the relinquishment of rights and other operative provisions in the Amendment Agreement will not become effective.

Notwithstanding the termination of the Consent Solicitation, the Meeting will still be held. However, if the Extraordinary Resolution were to be passed at the Meeting (or any adjourned Meeting), it will nevertheless be ineffective (as the Extraordinary Resolution is conditional on the Consent Solicitation not having been terminated).

The Trustee expresses no opinion on, and assumes no responsibility or liability in respect of, the content of this announcement.

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 described above.

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 30, 2021 12:56 ET (16:56 GMT)