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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 | - |
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RNS Number:9589Q
B Spires Limited
15 October 2003
B SPIRES Limited
(Incorporated with limited liability in the Cayman Islands)
Notice To Noteholders, Issue Agent, Custodian, Registrar, Counterparty,
Calculation Agent, Trustee and RNS of Amendment to the Terms and Conditions of
the Notes
15 October 2003
The Noteholders (as defined below)
JPMorgan Chase Bank
Trinity Tower (the "Issue Agent" and the "Custodian")
9 Thomas More Street
London E1W 1YT
Attention: Jenny Pennell
Facsimile: + 44 207 777 5410/20/40
J.P. Morgan Bank Luxembourg S.A. (the "Registrar")
5 rue Plaetis
L-2338 Luxembourg-Grund
Attention: Manager, Institutional Trust Services
Facsimile: + 352 4626 85380
Merrill Lynch International (the "Counterparty" and the "Calculation Agent")
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
Attention: Law and Compliance
Facsimile: +44 207 995 1829
The Law Debenture Trust Corporation p.l.c. (the "Trustee")
Fifth Floor
100 Wood Street
London EC2V 7EX
Attention: The Manager, Trust Administration
Facsimile: + 44 207 696 5261
Regulatory News Service ("RNS")
London Stock Exchange plc
Facsimile: + 44 20 7558 6057
Dear Sirs
B SPIRES Limited - Series 43
GBP28,200,000 25.305 per cent. Secured Notes due 2007 (ISIN: XS0156097536;
Common Code:15609753) (the "Notes")
1. The capitalised terms used herein but not otherwise defined shall have the
meaning given to them in the terms and conditions (the "Conditions") of the
Notes.
1. NOTICE IS HEREBY GIVEN TO:
1.1 the several persons who are for the time being owners of
beneficial interests in the Notes (the "Noteholders") (Notes being
represented by a global Registered Note registered in the name of a
nominee for the common depositary for Euroclear and Clearstream,
Luxembourg);
1.2 the Issue Agent and the Custodian;
1.3 the Registrar;
1.4 the Counterparty and the Calculation Agent;
1.5 the Trustee; and
1.6 RNS,
that the holders of the Notes have consented to the amendment of the terms and
conditions of the Notes on 15 October 2003 as set out in the Amended and
Restated Pricing Supplement relating to the Notes dated 15 October 2003 attached
as Schedule 1 hereto.
Yours faithfully
B SPIRES Limited
By:
Telephone: +1 345 949 8244
SCHEDULE 1
AMENDED AND RESTATED PRICING SUPPLEMENT
B SPIRES Limited
(Incorporated with limited liability in the Cayman Islands)
The SPIRES
Limited Recourse Secured Debt
Issuance Programme
SERIES 43
GBP28,200,000
25.305 per cent. Secured Notes due 2007
Issue Price: 100 per cent.
Investors should take into account when making a decision as to whether to
invest in the Notes, that the timing of redemption of the Notes and the amount
due to be paid upon redemption of the Notes is dependent on the performance of
the Charged Assets (as defined below) and on the performance of the Counterparty
under the Related Agreement (both as defined below). For further details see
"Special Conditions" below.
Programme Arranger
Merrill Lynch International
Dealer
Great Eastern Investment Partnership
19 November 2002
Amended and Restated: 15 October 2003
PRICING SUPPLEMENT
B SPIRES Limited
The SPIRES Limited Recourse
Secured Debt Issuance Programme
issue of Series 43
GBP28,200,000 25.305 per cent. Secured Notes due 2007
(the "Notes")
Merrill Lynch International
(the "Arranger")
Great Eastern Investment Partnership
(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 amended or supplemented 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 Assets (as defined in the Supplemental Trust Deed
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 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 Supplemental Trust Deed
(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 Registrar (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, including the laws of
the country of incorporation of any of the obligors (other than the Issuer)
under the Underlying Assets (as defined in the Supplemental Trust Deed in
relation to the Notes and as described below), the laws of the country in which
the Underlying Assets are situated or the laws which are expressed to govern the
Underlying Assets, any of 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 ("ISDA").
To the extent that an obligor under the Charged Assets fails to make payments on
the due date therefor, the Issuer will in certain circumstances be unable to
meet its obligations 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 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 or any amounts due on redemption
to the Noteholders. 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 Dealer or any obligor under any of the Underlying Assets (other than
the Issuer) has any obligation to any Noteholder for payment of any amount owing
by the Issuer in respect of the Notes.
PROPOSED EU SAVINGS DIRECTIVE
On 13 December 2001 the Council of the European Union (acting through ECOFIN)
published a revised draft directive regarding the taxation of savings income.
Subject to a number of important conditions being met, it is proposed that, from
1 January 2004, Member States of the European Communities will be required to
provide to the tax authorities of another Member State details of payments of
interest or other similar income paid by a person within its jurisdiction to an
individual resident in that other Member State, except that Belgium, Luxembourg
and Austria will instead operate a withholding system for a transitional period
in relation to such payments. The proposed directive is not yet final, and may
be subject to further amendment and/or clarification.
If the directive is implemented in its current form, then under the Conditions
the Issuer will not be required to gross up payments to Noteholders nor to,
among other things, redeem the Notes pursuant to Condition 7(c) in the event of
a withholding tax being imposed on payments under the Notes to individuals
pursuant to such directive, and/or (if applicable) in the event that a
withholding in relation to a payment to a Holder could have been avoided by
presenting the relevant Note to another Registrar in a Member State of the
European Union.
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 Assets.
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 B SPIRES Limited and the Trustee (the "Principal Trust Deed") as
completed, modified and supplemented by the following:
Issuer: B SPIRES Limited.
Arranger: Merrill Lynch International
Relevant Dealer: Great Eastern Investment Partnership
Syndicated: No
Trustee (and principal office): The Law Debenture Trust Corporation p.l.c. whose
principal office is currently at Fifth Floor, 100
Wood Street, London EC2V 7EX.
Issue Agent (and specified office): JPMorgan Chase Bank whose specified office is
currently at Trinity Tower, 9 Thomas More Street,
London E1W 1YT.
Registrar: J.P Morgan Bank Luxembourg S.A. whose specified
(Condition 2(b)) office is currently at 5 rue Plaetis, L-2338
Luxembourg-Grund.
Calculation Agent: Merrill Lynch International or any of its
affiliates. The Calculation Agent is not acting as
a fiduciary for or as an adviser to the Issuer or
the Counterparty in connection with the Notes.
Custodian: JPMorgan Chase Bank
Custody Account(s): JPMorgan Chase Bank London's fungible account
number 76171 with Clearstream Banking, societe
anonyme, Luxembourg ("Clearstream, Luxembourg").
Counterparty: Merrill Lynch International and any of its
transferees.
Swap Guarantor: Merrill Lynch & Co., Inc.
Series Number: Series 43
Relevant Currency: Pounds Sterling ("GBP")
Aggregate Principal Amount: GBP28,200,000
Authorised Denomination(s): GBP100,000
(Condition 1(a))
Issue Date: 19 November 2002.
Issue Price: 100 per cent.
Form of Notes: Registered. The Notes will be represented by a
(Condition 1(a)) global Registered Note registered in the name of a
nominee for the common depository for Euroclear and
Clearstream, Luxembourg and will be exchangeable
for individually certificated Registered Notes only
in limited circumstances.
Status: The Notes constitute unsubordinated secured limited
(Condition 3) recourse obligations of the Issuer.
Related Agreement: The Issuer and the Counterparty have on the date
(Condition 4(a)) hereof entered into a currency and interest rate
swap on the terms set out in a confirmation dated
19 November 2002 and constituting a supplement to,
and forming part of, an agreement entered into on
the same date 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.
Without prejudice to the provisions of the
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
Guarantee (as defined below).
Counterparty Call Option: No.
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 Citibank N.A., London Branch
(CITI GB 2L), account number 10411213
(reference: Merrill Lynch International re: B
SPIRES Limited, Series 43); and
b. with respect to GBP, the account of the
Counterparty with HSBC Bank PLC London (MIDL GB
22), account number 39522156 (reference:
Merrill Lynch International re: B SPIRES
Limited, Series 43).
Swap Guarantee: The obligations of the Counterparty under the
(Condition 4(a)) Related Agreement will be guaranteed by the Swap
Guarantor pursuant to a guarantee executed by the
Swap Guarantor and dated 19 November 2002 (the
"Swap Guarantee"). The Swap Guarantee 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).
Charged Assets: The Charged Assets will on the Issue Date comprise
the EUR44,240,000 Class F Limited Recourse Secured
Credit-Linked Note due 28 February 2011 issued by
Argon Capital Public Limited Company (the "Charged
Assets Issuer") under its U.S.$50,000,000,000
Limited Recourse Secured Debt Issuance Programme
(ISIN: XS0152117767, Common Code: 15211776).
Underlying Assets: Pursuant to the Supplemental Trust Deed and as
(Condition 4(b)) continuing security for the Secured Obligations (as
defined in the Supplemental Trust Deed and which
includes the obligations of the Issuer under the
Notes and the Related Agreement), the Issuer will
grant a first-ranking 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 Guarantee;
the Charged Assets and all of its Rights and
benefits thereunder or in respect thereof; and
all its Rights and benefits under the purchase
agreement (pursuant to which the Issuer has
purchased the Charged Assets), the Custody
Agreement and the Agency Agreement in respect of
the Notes.
Supplementary Security Document: No.
(Condition 4(b))
Application of Proceeds: Counterparty Priority.
(Condition 4(d))
Substitution of Underlying Assets: No.
(Condition 4(f))
Interest/Payment Basis: Fixed Rate Notes.
Interest Commencement Date: 19 November 2002
(Condition 6(a))
Interest Rate: 25.305 per cent. per annum.
(Condition 6(a))
Interest Payment Date(s): Each Interest Period Date subject to adjustment in
accordance with the Modified Following Business Day
(Condition 6(a)) Convention; provided, however, that so long as the
Notes are represented by a Global Registered Note
Certificate, the Interest Payment Date relating to
an Interest Period shall be the day which is one
Relevant Business Day prior to the Interest Period
Date falling at the end of such Interest Period.
For the purposes of the Conditions "Relevant
Business Day" shall mean a day (other than a
Saturday or a Sunday) on which (i) commercial banks
and foreign exchange markets settle payments in
London, Frankfurt and New York and (ii) the TARGET
system is open.
Interest Period Date(s): The 20th day of each month, commencing on (and
including) 20 November 2002 and ending on (and
including) 20 August 2007.
Day Count Fraction: 30/360
(Condition 6(f))
Maturity Date: 20 August 2007
(Condition 7(a))
Redemption Amount:
(Condition 7(f))
- at Maturity Subject as provided in Special Conditions 7(n) and
(Condition 7(a)) 7(o) set out under "Special Conditions" below, each
Note will be redeemed at its outstanding principal
amount plus interest accrued to the due date for
redemption.
- Mandatory Redemption Subject as provided in Special Conditions 7(l), 7
(Condition 7(b)) (m) and 7(o) set out under "Special Conditions"
below, each Note will be redeemed at its
outstanding principal amount plus interest accrued
to the due date for redemption.
- Redemption for Tax Reasons Each Note will be redeemed at its outstanding
principal amount plus interest accrued to the due
(Condition 7(c)) date for redemption.
- Redemption following an Event of Each Note will be redeemed at its outstanding
Default principal amount plus interest accrued to the due
(Condition 10) date for redemption.
In the case of Redemption at Maturity, Mandatory
Redemption, Redemption for Tax Reasons and
Redemption Following an Event of Default,
Noteholders may receive less than the principal
amount plus interest accrued to the due date for
redemption.
Purchase at Issuer's option: No.
(Condition 7(d))
Cities deemed to be included in definition of Frankfurt, London, New York and TARGET Settlement
"Business Day" for purposes of definition of Days.
"business day":
(Condition 8(g))
United States selling restrictions: Reg S/Not Rule 144A eligible.
Other selling restrictions: United Kingdom/Cayman Islands.
Details of applicable clearing systems: Euroclear Bank S.A./N.V. as operator of the
Euroclear System and Clearstream, Luxembourg.
Notes to be listed on a stock exchange: Yes. Application will be made for the Notes to be
admitted to the Official List of the UK Listing
Authority and admitted to trading on the London
Stock Exchange plc.
ISIN: XS0156097536
Common Code: 15609753
Settlement Procedure: Eurobond settlement procedures apply.
Common Depositary: JPMorgan Chase Bank.
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. EARLY REDEMPTION OF THE NOTES 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):
"Termination Event" shall mean the earlier of:
A. the occurrence of an Event of Default (as defined in the terms and
conditions of the Charged Assets) in respect of the Charged Assets; or
B. the termination of the Related Agreement (where such Related Agreement is
not replaced within 5 days from such termination to the satisfaction,
and with the prior written approval, of the Trustee).
Following the occurrence of a Termination Event, the Counterparty shall be
entitled to give notice to the Issuer (with a copy to the Custodian) (such
notice being a "Termination Notice") specifying that such event has
occurred.
The Issuer shall, upon the receipt of a Termination Notice from the
Counterparty specifying that a Termination Event has occurred, (i) promptly
appoint a selling agent (the "Selling Agent") to act as agent of the Issuer
in connection with the sale of the Charged Assets in accordance with the
Conditions; and (ii) instruct the Custodian to deliver the Charged Assets to
or to the order of the Selling Agent in order that they may be sold in
accordance with this Special Condition 7(l).
The Selling Agent shall, as soon as reasonably practicable following its
appointment, subject to delivery to it, or to its order, of the Charged
Assets by the Custodian (in accordance with the terms of the Supplemental
Trust Deed), arrange for the sale of the Charged Assets on behalf of the
Issuer for cash consideration (the "Sales Proceeds") to the Dealer that
gives the Selling Agent the highest firm bid for the purchase of the Charged
Assets (provided that if First Nationwide and any other Dealer provide equal
bids that are also the highest bids provided, the Selling Agent shall
arrange for the sale of the Charged Assets to First Nationwide), for
settlement on the third Relevant Business Day after the trade date relating
to the sale of the Charged Assets (or on such other date as may be customary
for settlement of sales of the Charged Assets) (the "Sale Date") at their
Market Price.
The "Market Price" means the price obtained upon the sale of the Charged
Assets by the Selling Agent to the Dealer that provides the highest firm bid
for the Charged Assets to the Selling Agent. The Selling Agent shall attempt
to obtain firm bids for the Charged Assets from at least 3 Dealers, one of
which shall be First Nationwide. If by the date which is 2 Relevant Business
Days following its receipt of the Charged Assets from the Custodian the
Selling Agent has not received any firm bids for the Charged Assets, the
Selling Agent may retain the Charged Assets for its own account and the
Market Price shall be deemed to be zero. The Market Price determined by the
Selling 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 Selling Agent in connection therewith.
For these purposes, "Dealer" means First Nationwide, Merrill Lynch
International and any other person which is a dealer in obligations of the
type comprising the Charged Assets.
Upon receipt, the Selling Agent shall transfer the Sales Proceeds (net of
all costs, expenses and liabilities incurred in connection therewith) to the
Counterparty and the Counterparty, upon receipt of such amounts, shall,
pursuant to the provisions of the Supplemental Trust Deed, convert such
amounts into GBP at the prevailing spot rate of exchange as determined by
the Calculation Agent and transfer the resultant GBP amount (the "GBP
Proceeds") to the Registrar to apply in accordance with the order of
priorities specified in Special Condition 7(o).
The Issuer shall, on the Sale Date or, if later, the Securities Payment Date
(as defined below), redeem each of the Notes by applying the GBP Proceeds in
accordance with the order of priorities specified in Special Condition 7(o).
The delivery of a Termination Notice in relation to the Termination Event
specified in (A) above shall constitute an Additional Termination Event
under the Related Agreement. Notwithstanding Section 6(b) of the Related
Agreement, the Sale Date shall be deemed to have been designated as the
Early Termination Date in respect of (i) such Additional Termination Event
and (ii) any termination of the Related Agreement in the circumstances
contemplated in paragraph (B) above, and the amount calculated as being due
under Section 6(e) of the Related Agreement in respect of such Early
Termination Date shall, notwithstanding Section 6(d) of the Related
Agreement, be calculated on or before the Sale Date and be payable on the
Sale Date, provided that, in either case, if an amount is payable by the
Issuer to the Counterparty such amount shall in no circumstances be required
to be paid before the GBP Proceeds are received by the Registrar (the date
of such receipt, the "Securities Payment Date").
B. EARLY REDEMPTION OF THE NOTES FOLLOWING EARLY REDEMPTION OF THE CHARGED
ASSETS
The following shall be added to the terms and conditions of the Notes as
Special Condition 7(m):
If the Charged Assets are redeemed or prepaid prior to their scheduled
maturity date pursuant to the terms and conditions thereof (other than in
circumstances where the Charged Assets are due to be redeemed on 20 August
2007 or following an Event of Default (as defined in the terms and
conditions of the Charged Assets)), one Relevant Business Day after the date
on which the Charged Assets are redeemed or prepaid (the "Argon Early
Redemption Date"), the Issuer shall redeem the Notes by applying the
Converted Early Redemption Amount (as defined below) in accordance with the
order of priorities specified in Special Condition 7(o).
The Issuer shall give not less than 7 (seven) Relevant Business Days' notice
to the Trustee, the Registrar and the Noteholders (or, if it is not
practicable to give such period of notice, such shorter period of notice
which is practicable for the Issuer so to give), in accordance with
Condition 15, of the due date for redemption of the Notes.
If the Charged Assets are redeemed or prepaid prior to their scheduled
maturity date, the Custodian, acting on behalf of the Issuer, shall transfer
to the Counterparty an amount in euro equal to the amount received on behalf
of the Issuer upon the redemption or prepayment of the Charged Assets (the
"Charged Assets Early Redemption Amount") and the Counterparty shall on the
Argon Early Redemption Date, pursuant to the provisions of the Supplemental
Trust Deed, convert such amounts into GBP at the prevailing spot rate of
exchange as determined by the Calculation Agent on the Argon Early
Redemption Date and transfer the resultant GBP amount (the "Converted Early
Redemption Amount") to the Registrar to apply in accordance with the order
of priorities specified in Special Condition 7(o).
The occurrence of an Argon Early Redemption Date shall constitute an
Additional Termination Event under the Related Agreement. Notwithstanding
Section 6(b) of the Related Agreement, the Argon Early Redemption Date shall
be deemed to have been designated as the Early Termination Date in respect
of such Additional Termination Event and the amount calculated as being due
under Section 6(e) of the Related Agreement in respect of such Early
Termination Date shall notwithstanding Section 6(d) of the Related Agreement
be calculated on or before the Argon Early Redemption Date and be payable on
the Argon Early Redemption 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 Converted Early Redemption Amount is received
by the Registrar.
C. REDEMPTION AT MATURITY
The following shall be added to the terms and conditions of the Notes as
Special Condition 7(n):
If the Charged Assets are due to be redeemed on 20 August 2007, the Issuer
shall redeem the Notes by applying an amount equal to the Maturity
Redemption Amount (as defined below) on the Maturity Date, in accordance
with the order of priorities specified in Special Condition 7(o).
On the redemption of the Charged Assets in accordance with the paragraph
above the Custodian shall transfer an amount equal the proceeds of
redemption received on behalf of the Issuer in respect of the Charged Assets
following their redemption on 20 August 2007, to the Counterparty and the
Counterparty shall, pursuant to the provisions of the Supplemental Trust
Deed, convert such amounts into GBP at the prevailing spot rate of exchange
as determined by the Calculation Agent on the Maturity Date and transfer the
resultant GBP amounts (the "Maturity Redemption Amount") to the Registrar to
apply in accordance with the order of priorities specified in Special
Condition 7(o).
If the Charged Assets are not, or are not due to be, redeemed on 20 August
2007, pursuant to the terms and conditions thereof, the Issuer shall, on the
date which is 3 Relevant Business Days prior to the Maturity Date (the
"Pre-Sale Date"), (i) promptly appoint a selling agent (the "Selling Agent")
to act as agent of the Issuer in connection with the sale of the Charged
Assets in accordance with the Conditions; and (ii) instruct the Custodian to
deliver the Charged Assets to or to the order of the Selling Agent in order
that they may be sold in accordance with this Special Condition 7(n).
The Selling Agent shall, as soon as reasonably practicable following its
appointment, subject to delivery to it, or to its order, of the Charged
Assets by the Custodian (in accordance with the terms of the Supplemental
Trust Deed) arrange for the sale of the Charged Assets on behalf of the
Issuer for cash consideration (the "Sales Proceeds") to the Dealer that
gives the Selling Agent the highest firm bid for the purchase of the Charged
Assets (provided that if First Nationwide and any other Dealer provide equal
bids that are also the highest bids provided, the Selling Agent shall
arrange for the sale of the Charged Assets to First Nationwide), for
settlement on the Maturity Date (or such other date as may be customary for
settlement of sales of the Charged Assets) at their Market Price.
For the purposes of this Special Condition 7(n) "Market Price" and "Dealer"
shall be determined in accordance with the definitions used in Special
Condition 7(l) above; provided that, for the purposes of this Condition 7
(n), if by the Relevant Business Day following the Pre-Sale Date the Selling
Agent has not received any firm bids for the Charged Assets the Selling
Agent shall be entitled to retain the Charged Assets for its own account and
the Market Price shall be deemed to be zero.
Upon receipt, the Selling Agent shall transfer the Sales Proceeds (net of
all costs, expenses and liabilities incurred in connection therewith) to the
Counterparty and the Counterparty, upon receipt of such amounts, shall,
pursuant to the provisions of the Supplemental Trust Deed, convert such
amounts into GBP at the prevailing spot rate of exchange as determined by
the Calculation Agent and transfer the resultant GBP amount (the "GBP
Proceeds") to the Registrar to apply in accordance with the order of
priorities specified in Special Condition 7(o).
The Issuer shall on the Maturity Date or, if later, the day on which the
Registrar receives the GBP Proceeds, redeem each of the Notes by applying
the GBP Proceeds in accordance with the order of priorities specified in
Special Condition 7(o).
D. GENERAL PROVISION RELATING TO REDEMPTION OF THE NOTES
The following shall be added to the terms and conditions of the Notes as Special
Condition 7(o):
On any redemption of the Notes pursuant to Special Conditions 7(l), 7(m) or 7
(n), the GBP Proceeds, the Converted Early Redemption Amount or (as the case may
be) any amounts to be applied in redemption of the Notes pursuant to the first
paragraph of Special Condition 7(n), shall, after meeting the Trustee's expenses
and any amounts due to the Trustee as well as any other expenses payable by the
Issuer, be applied as follows:
i. first, in meeting the claims (if any) of the Counterparty under the
Related Agreement;
ii. secondly, rateably in meeting the claims (if any) of the holders of
Notes, (which for this purpose shall include any claim of the Registrar
for reimbursement in respect of payments of principal and interest made
to holders of the Notes); if the moneys received by the Trustee are not
enough to pay such amounts in full, the Trustee shall apply them
pro-rata on the basis of the amount due to each party entitled to such
payment; and
iii. thirdly, in payment of the balance (if any) to the Issuer.
If the GBP Proceeds, the Converted Early Redemption Amount or (as the case may
be) the net redemption proceeds of the Charged Assets to be applied in
accordance with the first paragraph of Special Condition 7(n) are not sufficient
to make all payments due from the Issuer in respect of the Notes and for the
Issuer to meet its obligations, if any, in respect of the termination of the
Related Agreement, no other assets of the Issuer will be available for payment
of any shortfall and all further claims of the Holders (if any) in respect of
the Notes and the Counterparty in respect of the Related Agreement will be
extinguished after application of the aforementioned amounts in accordance with
this Special Condition 7(o) and the Trustee, the holders of Notes and the
Counterparty shall have no further recourse to the Issuer or any of its assets.
Failure to make any payment in respect of any such shortfall shall in no
circumstances constitute an Event of Default (or, if an Event of Default has
already occurred, a further Event of Default) under Condition 10.
A. MISCELLANEOUS
1. In the Conditions (but without prejudice to the Supplemental Trust Deed),
save for references in Conditions 4(b) and 4(c), "Underlying Assets" shall
mean the Charged Assets.
2. No person shall have any right to enforce any term or condition of the Notes
under the Contracts (Rights of Third Parties) Act 1999.
Execution page of the Applicable Supplement in relation to B SPIRES Series 43.
CONFIRMED
B SPIRES LIMITED
By:
REGISTERED OFFICE OF THE ISSUER
B SPIRES Limited
P.O. Box 309
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
British West Indies
ARRANGER
Merrill Lynch International
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
DEALER
Great Eastern Investment Partnership
TRUSTEE
The Law Debenture Trust Corporation p.l.c.
Fifth Floor
100 Wood Street
London EC2V 7EX
ISSUE AGENT
And
CUSTODIAN
JPMorgan Chase Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT
REGISTRAR
J.P. Morgan Bank Luxembourg S.A.
5 rue Plaetis
L-2338 Luxembourg-Grund
CALCULATION AGENT AND COUNTERPARTY
Merrill Lynch International
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
SWAP GUARANTOR
Merrill Lynch & Co., Inc.
World Financial Centre
250 Vesey Street
New York
NY 10281-1322
LEGAL ADVISERS
to the Arranger as to English law
Clifford Chance
200 Aldersgate Street
London EC1A 4JJ
United Kingdom
to the Issuer as to Cayman Islands law
Maples and Calder Maples and Calder Europe
P.O. Box 309 7 Princes Street
Ugland House London EC2R 8AQ
South Church Street United Kingdom
George Town
Grand Cayman
Cayman Islands
British West Indies
LONDON AUTHORISED ADVISER
Merrill Lynch International
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
This information is provided by RNS
The company news service from the London Stock Exchange
END
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