Nomura Bank International PLC Notice to Noteholders (7150S)

TIDM44WU

RNS Number : 7150S

Nomura Bank International PLC

10 July 2020

NOTICE TO HOLDERS OF THE NOTES

Nomura Bank International plc

(the "Issuer")

AMMENT OF CREDIT LINKED CONDITIONS TO REFLECT PUBLICATION OF ISDA 2019 NARROWLY TAILORED CREDIT EVENT ("NTCE") PROTOCOL

We refer to (i) each Series of Notes referred to in Annex I hereto (each an "Affected Series of Notes") and (ii) the ISDA 2019 NTCE Protocol as published by the International Swaps and Derivatives Association, Inc. ("ISDA") on 27 August 2019 as amended and restated from time to time, a copy of which is available at https://www.isda.org/a/lvMTE/08272019-NTCE-Protocol-Publication.pdf . (the "Protocol").

Capitalised terms used but not otherwise defined in this notice shall have the meanings given to them in the relevant Final Terms or Pricing Supplement (as applicable) for each Affected Series of Notes , as amended, restated, modified and/or supplemented from time to time.

The Protocol amends particular terms of credit derivative transactions to address the impact of narrowly tailored credit events that are entered into between adhering parties to the Protocol with effect from 27 January 2020.

An overview of the terms of the Protocol (including explanatory webinar materials) together with FAQ in connection with the Protocol are available from https://www.isda.org/protocol/isda-2019-ntce-protocol/ .

Each Affected Series of Notes references one or more Reference Entity(ies), and each Reference Entity(ies) which is not a Sovereign falls within the scope of the Protocol (each such reference entity an "Affected Entity"). Consequently, the Calculation Agent is entitled to amend the terms of each such Affected Series of Notes in order to reflect the amendments effected by the Protocol, in accordance with Credit Linked Condition 19 (Amendment of Credit Linked Conditions in accordance with Market Convention) which applies with respect to each Affected Series of Notes.

In accordance with Condition 16 (Notices) the Issuer hereby notifies the holders of each Affected Series of Notes that the terms of each such Affected Series of Notes shall be amended, with effect from 25 June 2020, as follows (to the extent applicable) in order to reflect the terms of the Protocol:

1. In relation to each Affected Entity, Fallback Discounting is applicable and Credit Deterioration Requirement is applicable; and

2. In relation to each Affected Entity the definition of Failure to Pay and Outstanding Principal Amount shall be amended as set out in Annex II.

Nothing in this notice shall be construed of a waiver of any rights we may have with respect to the Transaction.

Principal Agent

Citibank Europe PLC

Ground Floor

1 North Wall Quay

Dublin 1

Ireland

Notice issued by:

Nomura Bank International plc

1 Angel Lane

London EC4R 3AB

ANNEX I

Affected Series of Notes

 
 Series Number   Maturity Date   ISIN 
 NBI JP2531      10-Jul-2024     XS2009075586 
                --------------  ------------- 
 NBI JP2540      10-Jul-2024     XS2019816383 
                --------------  ------------- 
 NBI JP2541      10-Jul-2026     XS2025842258 
                --------------  ------------- 
 NBI JP2603      10-Jan-2025     XS2094510349 
                --------------  ------------- 
 

ANNEX II

Amendments to Annex 15 of the Terms and Conditions - Additional Terms and Conditions for Credit Linked Securities (2014 ISDA Credit Derivatives Definitions Version).

With effect from 25 June 2020, the following amendments shall apply to Annex 15 of the Terms and Conditions - Additional Terms and Conditions for Credit Linked Securities (2014 ISDA Credit Derivatives Definitions Version) in relation to each Affected Entity in each Affected Series of Notes:

(1) Failure to Pay the definition of "Failure to Pay" in Credit Linked Condition 13 shall be deleted and replaced with the following:

"Failure to Pay means, after the expiration of any applicable Grace Period (after the satisfaction of any conditions precedent to the commencement of such Grace Period), the failure by the Reference Entity to make, when and where due, any payments in an aggregate amount of not less than the Payment Requirement under one or more Obligations, in accordance with the terms of such Obligations at the time of such failure provided that, if an occurrence that would constitute a Failure to Pay (a) is a result of a redenomination that occurs as a result of action taken by a Governmental Authority which is of general application in the jurisdiction of such Governmental Authority and (b) a freely available market rate of conversion existed at the time of the redenomination, then such occurrence will be deemed not to constitute a Failure to Pay unless the redenomination itself constituted a reduction in the rate or amount of interest, principal or premium payable (as determined by reference to such freely available market rate of conversion) at the time of such redenomination. If "Credit Deterioration Requirement" is specified as applicable in the applicable Final Terms, then, notwithstanding the foregoing, it shall not constitute a Failure to Pay if such failure does not directly or indirectly either result from, or result in, a deterioration in the creditworthiness or financial condition of the Reference Entity. In the event that the Calculation Agent makes any such determination, it may take into account the guidance note set out in paragraph 3 (Interpretive Guidance) of the ISDA 2019 Narrowly Tailored Credit Event Supplement to the 2014 ISDA Credit Derivative Definitions (published on July 15, 2019)."

(2) Outstanding Principal Balance: the definition of "Outstanding Principal Balance" in Credit Linked Condition 13 shall be deleted and replaced with the following:

"Outstanding Principal Balance means the outstanding principal balance of an obligation which will be calculated as follows:

(a) first, by determining, in respect of the obligation, the amount of the Reference Entity's principal payment obligations and, where applicable in accordance with the definition of Accrued Interest above, the Reference Entity's accrued but unpaid interest payment obligations (which, in the case of a Guarantee will be the lower of (i) the Outstanding Principal Balance (including accrued but unpaid interest, where applicable) of the Underlying Obligation (determined as if references to the Reference Entity were references to the Underlying Obligor) and (ii) the amount of the Fixed Cap, if any);

(b) second, by subtracting all or any portion of such amount which, pursuant to the terms of the obligation, (i) is subject to any Prohibited Action, or (ii) may otherwise be reduced as a result of the effluxion of time or the occurrence or non-occurrence of an event or circumstance (other than by way of (A) payment or (B) a Permitted Contingency) (the amount determined in accordance with paragraph (a) above less any amounts subtracted in accordance with this paragraph (b), the Non-Contingent Amount); and

(c) third, by determining the Quantum of the Claim, which shall then constitute the Outstanding Principal Balance,

in each case, determined:

(i) unless otherwise specified, in accordance with the terms of the obligation in effect on either (A) such date as the Calculation Agent determines appropriate taking into account the Hedging Arrangements or (B) the relevant Valuation Date; and

(ii) with respect to the Quantum of the Claim only, in accordance with any applicable laws (insofar as such laws reduce or discount the size of the claim to reflect the original issue price or accrued value of the obligation).

For the purposes of paragraph (ii) above, applicable laws shall include any bankruptcy or insolvency law or other law affecting creditors' rights to which the relevant obligation is, or may become, subject.

If "Fallback Discounting" is specified as applicable in the applicable Final Terms, then, notwithstanding the above, if (i) the Outstanding Principal Balance of an obligation is not reduced or discounted under paragraph (ii) above, (ii) that obligation is either a Bond that has an issue price less than ninety-five per cent of the principal redemption amount or a Loan where the amount advanced is less than ninety-five per cent of the principal repayment amount, and (iii) such Bond or Loan does not include provisions relating to the accretion over time of the amount which would be payable on an early redemption or repayment of such Bond or Loan that are customary for the applicable type of Bond or Loan as the case may be, then the Outstanding Principal Balance of such Bond or Loan shall be the lesser of (a) the Non-Contingent Amount; and (b) an amount determined by straight line interpolation between the issue price of the Bond or the amount advanced under the Loan and the principal redemption amount or principal repayment amount, as applicable.

For the purposes of determining whether the issue price of a Bond or the amount advanced under a Loan is less than ninety-five per cent of the principal redemption amount or principal repayment amount (as applicable) or, where applicable, for applying straight line interpolation:

(x) where such Bond or Loan was issued as a result of an exchange offer, the issue price or amount advanced of the new Bond or Loan resulting from the exchange shall be deemed to be equal to the aggregate Outstanding Principal Balance of the original obligation(s) that were tendered or exchanged (the Original Obligation(s)) at the time of such exchange (determined without regard to market or trading value of the Original Obligation(s)); and

(y) in the case of a Bond or Loan that is fungible with a prior debt obligation previously issued by the Reference Entity, such Bond or Loan shall be treated as having the same issue price or amount advanced as the prior debt obligation.

In circumstances where a holder would have received more than one obligation in exchange for the Original Obligation(s), the Calculation Agent will determine the allocation of the aggregate Outstanding Principal Balance of the Original Obligation(s) amongst each of the resulting obligations for the purpose of determining the issue price or amount advanced of the relevant Bond or Loan. Such allocation will take into account the interest rate, maturity, level of subordination and other terms of the obligations that resulted from the exchange and shall be made by the Calculation Agent in accordance with the methodology (if any) determined by the relevant Credit Derivatives Determinations Committee."

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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July 10, 2020 09:42 ET (13:42 GMT)