TSB Bank PLC NOTICE OF MEETING REGARDING 2017-1 COVERED BONDS (6842M)

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RNS Number : 6842M

TSB Bank PLC

12 May 2020

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

12 May 2020

TSB BANK PLC

(incorporated in Scotland with limited liability under registered number SC095237)

Legal Entity Identifier (LEI: 549300XP222MV7P3CC54)

(the "Issuer")

NOTICE

to the holders of the

GBP500,000,000 Series 2017-1 Floating Rate Covered Bonds due December 2022 (ISIN: XS1729158508)

(the Series 2017-1 Covered Bonds, and the holders thereof, the Covered Bondholders) of the Issuer presently outstanding.

The Issuer has today given a Notice of Meeting in respect of the Series 2017-1 Covered Bonds for the purpose of soliciting a consent to the modification of the terms and conditions thereof and consequential or related amendments to the transaction documents thereof such that the existing Sterling LIBOR interest basis of the Series 2017-1 Covered Bonds is replaced by a Compounded Daily SONIA interest basis, as proposed by the Issuer (the "Proposal") for approval by extraordinary resolution of the Covered Bondholders of the Series 2017-1 Covered Bonds, all as further described in the consent solicitation memorandum dated 12 May 2020 (the "Consent Solicitation Memorandum").

   1.         Notice of meeting in respect of the series 2017-1 covered bonds 

To view the Notice of Meeting, please paste the following URL into the address bar of your browser:

http://www.rns-pdf.londonstockexchange.com/rns/6842M_1-2020-5-12.pdf

   2.         Indicative timetable for the consent solicitation 

This is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation based on the dates in the Consent Solicitation Memorandum and assuming that the Meeting is not adjourned. This timetable is subject to change and dates and times may be extended or amended by the Issuer in accordance with the terms of the Consent Solicitation as described in the Consent Solicitation Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

 
 Date/Time                   Action 
 12 May 2020          1.     Notice of the Meeting to be delivered to the Clearing Systems. 
 (At least 21 clear           Release of Notice through the regulatory news service of the London Stock Exchange. 
 days before the 
 Meeting) 
                             Copies of the Consent Solicitation Memorandum to be available from the Tabulation Agent and 
                             the Covered Bondholder Information (as defined in the Notice) to be available for inspection 
                             on the website of the Issuer (https://www.tsb.co.uk/investors/debt-investors/) (the Issuer's 
                             Website). From this date, Covered Bondholders may arrange for Series 2017-1 Covered Bonds 
                             in their accounts with Clearstream, Luxembourg and/or Euroclear to be blocked in such accounts 
                             and held to the order and under the control of the Principal Paying Agent in order to obtain 
                             voting certificates or give valid Consent Instructions or Ineligible Holder Instructions, 
                             to the Tabulation Agent. 
                             The Notice is deemed to be served to the Covered Bondholders on 12 May 2020. 
 By 4 p.m. (London    2.     Expiration Deadline. 
 time) (5 p.m. CET)          Final time by which Covered Bondholders have arranged for: 
 on 29 May 2020              (i) obtaining a voting certificate from the Principal Paying Agent to attend (via 
 (At least 48 hours          teleconference) 
 before the                  and vote at the Meeting; or 
 Meeting)                    (ii) receipt by the Tabulation Agent of valid Consent Instructions or Ineligible Holder 
                             Instructions 
                             in accordance with the procedures of Clearstream, Luxembourg and/or Euroclear. 
                      3.     Final time by which Covered Bondholders have given notice to (in the limited circumstances 
                             in which such revocation is permitted) the Tabulation Agent (via the relevant Clearing 
                             Systems) 
                             of any intended revocation of, or amendment to, Consent Instructions or Ineligible Holder 
                             Instructions previously given by them. 
 10 a.m. (London      4.     COVERED BONDHOLDERS' MEETING HELD 
 time) (11 a.m.               The initial Meeting will commence at 10 a.m. (London time) (11 a.m. CET). 
 CET) 
 on 3 June 2020 
 If the Extraordinary Resolution is passed at the Meeting: 
 As soon as             5.   Announcement of the results of the Meeting and, if the Extraordinary Resolution is passed, 
 reasonably                   satisfaction (or not) of the Eligibility Condition. 
 practicable after            Delivery of notice of such results to Euroclear and Clearstream, Luxembourg for communication 
 the Meeting                  to their account holders and an announcement released on the regulatory news service of the 
                              London Stock Exchange. 
 At or around 2 p.m.    6.   Pricing Time and Pricing Date 
 (London time) (3            If the Extraordinary Resolution is passed at the initial Meeting (or at a subsequent adjourned 
 p.m. CET)                   meeting) and the Eligibility Condition is satisfied, Solicitation Agent to calculate the 
 on 3 June 2020              Adjusted 
 (Pricing Date)              Margin and LIBOR vs SONIA Interpolated Basis. 
                             A pricing announcement will be sent to Covered Bondholders as soon as practicable following 
                             the Pricing Time on the Pricing Date. 
 8 June 2020            7.   If the Extraordinary Resolution is passed at the initial Meeting (or at a subsequent adjourned 
                              meeting) and the Eligibility Condition is satisfied, the modifications to the Conditions of 
                              the Series 2017-1 Covered Bonds described in this Consent Solicitation Memorandum will be 
                              implemented with effect on and from 8 June 2020 (the Effective Date, except where there is 
                              an adjournment of the Meeting, in which case the Effective Date will be the first Interest 
                              Payment Date following the satisfaction of the Consent Conditions (subject to the Consent 
                              Solicitation not having being terminated). 
  (Effective Date) 
 
 

Covered Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Series 2017-1 Covered Bonds when such intermediary would require to receive instructions from a Covered Bondholder in order for that Covered Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Consent Solicitation before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Electronic Voting Instructions will be earlier than the relevant deadlines specified above.

Until the Extraordinary Resolution is passed and the Eligibility Condition has been satisfied, no assurance can be given that the Proposal will take effect. If a quorum is not achieved at the initial Meeting or the quorum is achieved and the Extraordinary Resolution is passed but the Eligibility Condition is not satisfied, the initial Meeting may be adjourned for not less than 14 clear days nor more than 24 clear days and any such adjourned Meeting of Covered Bondholders will be held at such time as will be notified to the Covered Bondholders in the notice of adjourned Meeting.

If the initial Meeting is adjourned for want of quorum, the Issuer may elect to terminate the Consent Solicitation prior to the adjourned Meeting with the result that the Covered Bond Proposal is not adopted.

Rating Agencies

Copies of the draft Amended and Restated Series 2017-1 Final Terms, the Supplemental Trust Deed, the Intercompany Loan Agreement Supplement, the Supplemental Agency Agreement and the Series 2017-1 Swap Amendment Agreement (together the Amendment Documents), as referred to in the Extraordinary Resolution above, have been reviewed by Moody's Investors Service Limited (Moody's). Moody's have, based on the information provided to them, raised no comments in respect of the draft Amendment Documents.

No consent fee will be payable in connection with the Proposals.

Capitalised terms used but not defined herein shall have the meanings set out in the Consent Solicitation Memorandum.

Further information relating to the Consent Solicitation can be obtained directly from the Solicitation Agent and the Tabulation Agent:

 
  Lloyds Bank Corporate Markets plc                 Lucid Issuer Services Limited 
   10 Gresham Street                                 Tankerton Works 
   London EC2V 7AE                                   12 Argyle Walk 
   United Kingdom                                    London WC1H 8HA 
   Telephone: [phone]/1726                  United Kingdom 
   Attention: Liability Management Group             Telephone: [phone] 
   Email: [e-mail]     Attention: David Shilson 
                                                     Email:[e-mail] 
 

DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the consent solicitation. If any Covered Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (if in the United Kingdom) or other appropriately authorised financial adviser. Any individual or company whose Series 2017-1 Covered Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the consent solicitation.

The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the LLP, the Solicitation Agent and the Tabulation Agent to inform themselves about, and to observe, any such restrictions.

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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May 12, 2020 11:35 ET (15:35 GMT)