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Corsair Finance (IRELAND) DAC - IRSH Series 102 Restructure Released 12:35 23-Feb-2017
RNS Number : 7051X Corsair Finance (IRELAND) DAC 23 February 2017
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION CORSAIR FINANCE (IRELAND) DESIGNATED ACTIVITY COMPANY (formerly known as Corsair Finance (Ireland) Limited) (the "Issuer") Series 102 Variable Rate Secured Notes due 2038 (ISIN: XS0350187869) (the "Notes") We refer to the Prospectus in respect of the Notes dated 28 March 2008 (as amended) (the "Prospectus"). NOTICE IS HEREBY GIVEN that on 23 February 2017 the terms and conditions of the Notes, as set out in the section headed "Terms of the Notes" at pages 4 to 10 (inclusive) of the Prospectus, were amended and restated so as to be in the form set out in the Annex hereto. All capitalised terms used in this Notice and not otherwise defined herein shall have the meanings assigned to them in the Prospectus. In all other respects, the Prospectus shall remain in full force and effect. This notice is given by Corsair Finance (Ireland) Designated Activity Company. Dated: 23 February 2017 For further information or enquiries, contact: Deutsche International Corporate Services (Ireland) Limited Telephone: +353 1 680 6000 Email:
[email protected]
ANNEX Terms of the Notes THE NOTES ARE COMPLEX INSTRUMENTS THAT INVOLVE SUBSTANTIAL RISKS AND ARE SUITABLE ONLY FOR SOPHISTICATED INVESTORS WHO HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE AND ACCESS TO PROFESSIONAL ADVISERS AS THEY SHALL CONSIDER NECESSARY IN ORDER TO MAKE THEIR OWN EVALUATION OF THE RISKS AND THE MERITS OF SUCH AN INVESTMENT (INCLUDING WITHOUT LIMITATION THE TAX, ACCOUNTING, CREDIT, LEGAL, REGULATORY AND FINANCIAL IMPLICATIONS FOR THEM OF SUCH AN INVESTMENT) AND WHO HAVE CONSIDERED THE SUITABILITY OF SUCH NOTES IN LIGHT OF THEIR OWN CIRCUMSTANCES AND FINANCIAL CONDITION. IN PARTICULAR, THE NOTES SHOULD NOT BE PURCHASED BY OR SOLD TO INDIVIDUALS AND OTHER NON-EXPERT INVESTORS. OWING TO THE STRUCTURED NATURE OF THE NOTES THEIR PRICE MAY BE MORE VOLATILE THAN THAT OF UNSTRUCTURED SECURITIES. THE AMOUNTS OF THE COMPANY'S PAYMENT OBLIGATIONS UNDER THE NOTES ARE DEPENDENT UPON THE CREDIT OF THE OUTSTANDING CHARGED ASSETS. INVESTORS MUST SATISFY THEMSELVES AS TO THE NATURE, IDENTITY AND CREDIT STATUS OF SUCH OUTSTANDING CHARGED ASSETS. THE ORIGINAL CHARGED ASSETS COMPRISE AN ISSUE OF FLOATING RATE NOTES DUE MARCH 2038 ISSUED BY BANK OF AMERICA CORPORATION (THE "UNDERLYING OBLIGOR"), WHICH FORM PART OF THE SECURITY FOR THE NOTES. INVESTORS SHOULD NOTE THAT (I) IN RESPECT OF EACH INTEREST PAYMENT DATE FROM AND INCLUDING 04 JUNE 2008 TO AND INCLUDING 04 MARCH 2011, THE INTEREST RATE WITH RESPECT TO THE NOTES SHALL BE CALCULATED WITH REFERENCE TO THE EUROZONE INTERBANK OFFERED RATE FOR 3 MONTHS EUR DEPOSITS, (II) IN RESPECT OF EACH INTEREST PAYMENT DATE FROM AND INCLUDING 04 MARCH 2012 TO AND INCLUDING 04 MARCH 2017 THE INTEREST RATE WITH RESPECT TO THE NOTES SHALL BE CALCULATED WITH REFERENCE TO THE ANNUAL SWAP RATE FOR TWENTY YEAR EURO TRANSACTIONS, (III) IN RESPECT OF EACH INTEREST PAYMENT DATE FROM AND INCLUDING 04 MARCH 2018 TO AND INCLUDING 04 MARCH 2033 THE INTEREST RATE WITH RESPECT TO THE NOTES SHALL BE CALCULATED WITH REFERENCE TO THE ANNUAL SWAP RATE FOR THIRTY YEAR EURO TRANSACTIONS AND (IV) IN RESPECT OF EACH INTEREST PAYMENT DATE FROM AND INCLUDING 04 MARCH 2034 TO AND INCLUDING THE SCHEDULED MATURITY DATE, THE INTEREST RATE SHALL BE CALCULATED BY REFERENCE TO THE ANNUAL SWAP RATE FOR TEN YEAR EURO TRANSACTIONS AND ACCORDINGLY THE AMOUNT OF INTEREST PAYABLE IN RESPECT OF THE NOTES WILL BE AFFECTED BY FLUCTUATIONS IN SUCH RATES. DEFAULT OR SIMILAR EVENTS BY, OR IN RESPECT OF, THE UNDERLYING OBLIGOR(S) OF ANY OUTSTANDING CHARGED ASSETS OR BY, OR IN RESPECT OF, THE COUNTERPARTY OR DEFAULT OR UNSCHEDULED PAYMENTS WITH RESPECT TO THE OUTSTANDING CHARGED ASSETS OR THE FAILURE OF ANY OUTSTANDING CHARGED ASSETS TO PAY IN ACCORDANCE WITH THEIR EXPECTED PAYMENTS SCHEDULE MAY CAUSE THE NOTES TO REDEEM EARLY. IN ADDITION, THE NOTES MAY REDEEM EARLY DUE TO TAX IMPOSITION AND OTHER EVENTS AFFECTING THE SWAP AGREEMENT AND/OR ANY OUTSTANDING CHARGED ASSETS. ANY OF THESE EVENTS MAY CAUSE SIGNIFICANT LOSSES TO THE NOTEHOLDERS AND MAY RESULT IN THE NOTES REDEEMING AT ZERO. COMPANY DIRECTORS BY AGREEING TO AMEND AND RESTATE THE 2011 AMENDED AND RESTATED FINAL TERMS AS SET OUT IN THESE FURTHER AMENDED AND RESTATED FINAL TERMS, EACH NOTEHOLDER THEREBY RATIFIES THE SELECTION OF EACH MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY, AS IDENTIFIED BELOW, AND CONFIRMS THAT SUCH RATIFICATION IS BEING MADE WITHOUT SELECTION OR CONTROL BY JPMORGAN CHASE & CO. OR ANY OF ITS SUBSIDIARIES. DIRECTORS OF THE COMPANY NAME
PRINCIPAL OCCUPATION OUTSIDE THE COMPANY
Michael Carroll
Employee of the corporate administrator
Derek Lawlor
Employee of the corporate administrator
The Notes issued by the Company will be subject to the Master Conditions set out in the Principal Trust Deed referenced in the Programme Deed dated 03 October 2007 and also to the terms and conditions set out below in these further amended and restated Final Terms (such terms, the "Further Amended and Restated Final Terms" in relation to the Notes). These Further Amended and Restated Final Terms shall supersede and replace the terms and conditions set out in the 2011 Amended and Restated Final Terms. Terms defined in these Further Amended and Restated Final Terms shall have the same meanings for the purposes of the Master Conditions. Terms used herein but not defined herein shall have the meanings given to them in the Master Conditions. References in the Master Conditions and these Further Amended and Restated Final Terms to "Final Terms" shall be read and construed so as to mean these Further Amended and Restated Final Terms. In the event of any inconsistency between these Further Amended and Restated Final Terms and the Master Conditions, these Further Amended and Restated Final Terms shall govern. In light of the requirements under the Irish Companies Act 2014, the Company converted to a Designated Activity Company in September 2016. Such conversion necessitated the adoption of a constitution incorporating the Company's Memorandum of Association and Articles of Association (the "Constitution") and also a change of name from "Limited" to "Designated Activity Company" which may be abbreviated to "DAC" in any usage after the Company's registration by any person including the Company itself. The Base Prospectus makes reference to the Company's former name, Corsair Finance (Ireland) Limited. This document must be read in conjunction with any prospectus prepared in respect of the Notes or, if no such prospectus has been prepared, in conjunction with the Base Prospectus alone. Full information on the Company and the offer of the Notes is only available on the basis of the combination of such documents. (Note: headings are for ease of reference only) Series Number:
102
Currency of Denomination:
Euro ("EUR")
Relevant Currency:
EUR
Aggregate Principal Amount:
EUR 250,000,000 On the Issue Date, the Aggregate Principal Amount was EUR 260,000,000. On or about 18 November 2013, EUR 10,000,000 of the outstanding principal amount of the Notes was repurchased and cancelled.
Issue Date:
04 March 2008
Issue Price:
100.00 per cent.
Original Charged Assets:
The "Original Charged Assets" comprise EUR 250,000,000 principal amount of an issue by Bank of America Corporation of Floating Rate Notes due March 2038 (ISIN: XS0347263617) purchased on or about the Issue Date. On the Issue Date, the Original Charged Assets comprised EUR 260,000,000 principal amount of an issue by Bank of America Corporation of Floating Rate Notes due March 2038 (ISIN: XS0347263617) purchased on or about the Issue Date. On or about 18 November 2013, EUR 10,000,000 of the outstanding principal amount of the Notes was repurchased and cancelled, and the Original Charged Assets were reduced accordingly.
Swap Agreement(s):
Yes
Counterparty:
JPMorgan Chase Bank, National Association
Dealer:
J.P. Morgan Securities Ltd
Calculation Agent:
The Bank of New York Mellon
Determination Agent:
JPMorgan Chase Bank, National Association
Condition 1 (Form, Denomination and Title) Form of Notes:
Bearer Notes
Certificates to be Issued:
Not Applicable
Denomination(s):
EUR 100,000
Calculation Amount:
EUR 100,000
Condition 4 (Security)
Substitution of Original Charged Assets pursuant to Condition 4(i):
Permitted
Condition 6 (Interest)
Interest Basis:
The Notes will bear interest:
(i) during the First Basis Period, at a Floating Rate calculated in accordance with the provisions set out under the heading "Floating Rate Basis" and by reference to Index Rate 1;
(ii) during the Second Basis Period at the variable rate calculated in accordance with the provisions set out under the heading "Variable Interest Basis" and by reference to Index Rate 2;
(iii) during the Third Basis Period, at the variable rate calculated in accordance with the provisions set out under the heading "Second Variable Interest Basis" and by reference to Index Rate 3; and
(iv) during the Fourth Basis Period, at the variable rate calculated in accordance with the provisions set out under the heading "Third Variable Interest Basis" and by reference to Index Rate 4.
Fixed Rate Basis:
Not Applicable
Floating Rate Basis:
Applicable
Basis Period:
First Basis Period
Interest Bearing Amount:
EUR 100,000
Basis Commencement Date:
The Issue Date
Basis End Date:
04 March 2011
Interest Period:
The period from and including one Interest Payment Date to but excluding the next following Interest Payment Date, provided that:
(i) the first Interest Period will commence on and include the Issue Date; and
(ii) the final Interest Period will end on but exclude 04 March 2011.
Interest Payment Dates:
04 March, 04 June, 04 September and 04 December in each year from and including 04 June 2008 to and including 04 March 2011.
Spread:
Plus 0.25 per cent. per annum
Adjustment:
Applicable
Business Day Convention:
Modified Following Business Day Convention
Day Count Fraction:
Actual/360
Variable Interest Basis:
Basis Period(s):
Second Basis Period
Interest Bearing Amount:
EUR 100,000
Basis Commencement Date:
04 March 2011
Basis End Date:
04 March 2017
Interest Rate:
Notwithstanding any other provision of Condition 6 or Condition 7, the Interest Rate for each Interest Period falling within the Second Basis Period (each a "Second Basis Interest Period") is the rate expressed as a percentage on a per annum basis and calculated by the Calculation Agent in accordance with the formula specified below (the "Second Basis Rate") for the relevant Second Basis Interest Period:
105% *Second Basis Index save that if the Second Basis Rate for a Second Basis Interest Period is more than 6.00 per cent. per annum, the Interest Rate for such Second Basis Interest Period shall be the Maximum Interest Rate for the Second Basis Period.
Where:
"Second Basis Index" means the index of the relevant Designated Maturity specified under and calculated in accordance with Index Rate 2 as specified under Condition 7 below headed "Determination of Index Rates".
Interest Period:
The period from and including one Interest Payment Date to but excluding the next following Interest Payment Date, provided that:
(i) the first Second Basis Interest Period will commence on and include 04 March 2011; and
(ii) the final Second Basis Interest Period will end on but exclude 04 March 2017.
Interest Payment Dates:
04 March in each year, from and including 04 March 2012 to and including 04 March 2017.
Spread:
Not Applicable
Maximum Interest Rate:
6.00 per cent. per annum
Adjustment:
Not Applicable
Business Day Convention:
Following Business Day Convention
Day Count Fraction:
30/360
Second Variable Interest Basis:
Basis Period(s):
Third Basis Period
Interest Bearing Amount:
EUR 100,000
Basis Commencement Date:
04 March 2017
Basis End Date:
04 March 2033
Interest Rate:
Notwithstanding any other provision of Condition 6 or Condition 7, the Interest Rate for each Interest Period falling within the Third Basis Period (each a "Third Basis Interest Period") is the rate expressed as a percentage on a per annum basis and calculated by the Calculation Agent in accordance with the formula specified below (the "Third Basis Rate") for the relevant Third Basis Interest Period:
99% * Third Basis Index save that: (i) if the Third Basis Rate for a Third Basis Interest Period is more than 4.75 per cent. per annum, the Third Basis Interest Rate for such Third Basis Interest Period shall be the Maximum Interest Rate for the Third Basis Period; and (ii) if the Third Basis Rate for a Third Basis Interest Period is less than 0.00 per cent. per annum, the Third Basis Interest Rate for such Third Basis Interest Period shall be the Minimum Interest Rate for the Third Basis Period.
Where:
"Third Basis Index" means the index of the relevant Designated Maturity specified under and calculated in accordance with Index Rate 3 as specified under Condition 7 below headed "Determination of Index Rates".
Interest Period:
The period from and including one Interest Payment Date to but excluding the next following Interest Payment Date, provided that:
(i) the first Third Basis Interest Period will commence on and include 04 March 2017; and
(ii) the final Third Basis Interest Period will end on but exclude 04 March 2033.
Interest Payment Dates:
04 March in each year, from and including 04 March 2018 to and including 04 March 2033.
Spread:
Not Applicable
Maximum Interest Rate:
4.75 per cent. per annum
Minimum Interest Rate:
0.00 per cent. per annum
Adjustment:
Not Applicable
Business Day Convention:
Following Business Day Convention
Day Count Fraction:
30/360
Third Variable Interest Basis:
Basis Period(s):
Fourth Basis Period
Interest Bearing Amount:
EUR 100,000
Basis Commencement Date:
04 March 2033
Basis End Date:
Scheduled Maturity Date
Interest Rate:
Notwithstanding any other provision of Condition 6 or Condition 7, the Interest Rate for each Interest Period falling within the Fourth Basis Period (each a "Fourth Basis Interest Period") is the rate expressed as a percentage on a per annum basis and calculated by the Calculation Agent in accordance with the formula specified below (the "Fourth Basis Rate") for the relevant Fourth Basis Interest Period:
100% * Fourth Basis Index save that: (i) if the Fourth Basis Rate for a Fourth Basis Interest Period is more than 4.75 per cent. per annum, the Fourth Basis Interest Rate for such Fourth Basis Interest Period shall be the Maximum Interest Rate for the Fourth Basis Period; and (ii) if the Fourth Basis Rate for a Fourth Basis Interest Period is less than 0.00 per cent. per annum, the Fourth Basis Interest Rate for such Fourth Basis Interest Period shall be the Minimum Interest Rate for the Fourth Basis Period.
Where:
"Fourth Basis Index" means the index of the relevant Designated Maturity specified under and calculated in accordance with Index Rate 4 as specified under Condition 7 below headed "Determination of Index Rates".
Interest Period:
The period from and including one Interest Payment Date to but excluding the next following Interest Payment Date, provided that:
(i) the first Fourth Basis Interest Period will commence on and include 04 March 2033; and
(ii) the final Fourth Basis Interest Period will end on but exclude the Scheduled Maturity Date.
Interest Payment Dates:
04 March in each year, from and including 04 March 2034 to and including the Scheduled Maturity Date.
Spread:
Not Applicable
Maximum Interest Rate:
4.75 per cent. per annum
Minimum Interest Rate:
0.00 per cent. per annum
Adjustment:
Not Applicable
Business Day Convention:
Following Business Day Convention
Day Count Fraction:
30/360
Condition 7 (Determination of Index Rates)
(a) Index Rate 1:
Item to be determined by reference to Index Rate 1:
Interest Rate for each Interest Period falling within the First Basis Period.
Determination Business Day Centre(s):
TARGET2 (the Trans-European Automated Real-time Gross Settlement Express Transfer system)
Determination Time:
11.00 a.m. Brussels time
Benchmark:
EURIBOR
Primary Source Quotations:
for
Index
Rate
Reuters Screen EURIBOR01 Page.
Designated Maturity:
3 months
ISDA Equivalent:
EUR-EURIBOR-Reuters
(b) Index Rate 2:
Item to be determined by reference to Index Rate 2:
The Index specified in the formula which applies to the calculation of the Interest Rate for each Second Basis Interest Period falling within the Second Basis Period.
Reset Date:
The first day of each Second Basis Period
Determination Business Day Centre(s):
TARGET2
Determination Date - Specified Number:
Two TARGET Settlement Days (as defined in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.) preceding the first day of each Second Basis Interest Period.
Determination Time:
11.00 a.m. Frankfurt time
Benchmark:
The annual swap rate for euro transactions with a maturity of the Designated Maturity.
Primary Source Quotations:
for
Index
Rate
Reuters Screen ISDAFIX2 Page (or such other page as may replace it) as of the Determination Time. If such rate does not appear on ISDAFIX2 (or such other page as may replace it) or such page or such other page is temporarily unavailable at the relevant time, the rate for that Reset Date will be determined by the Determination Agent on the basis of the mid-market annual swap rate quotations provided by five Reference Banks (as defined in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.) (as selected by the Determination Agent in its sole discretion) at approximately the Determination Time on the Determination Date. The Determination Agent will request the principal office of each of the Reference Banks to provide a quotation of its mid-market annual swap rate (in accordance with the definition of "EUR Annual Swap Rate - Reference Banks" set out in the 2006 ISDA Definitions). If at least three quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or in the event of equality, one of the lowest). If fewer than three quotations are provided as requested, the rate for that Reset Date will be determined by the Determination Agent acting in good faith and in a commercially reasonable manner.
Designated Maturity:
20 years
ISDA Equivalent:
EUR-ISDA-EURIBOR Swap Rate - 11:00.
(c) Index Rate 3:
Item to be determined by reference to Index Rate 3:
The Index specified in the formula which applies to the calculation of the Interest Rate for each Third Basis Interest Period falling within the Third Basis Period.
Determination Business Day Centre(s):
TARGET2
Determination Date - Specified Number:
Two TARGET Settlement Days (as defined in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.) preceding the first day of each Relevant Interest Period.
Determination Time:
11.00 a.m. Frankfurt time
Benchmark:
The annual swap rate for euro transactions with a maturity of the Designated Maturity.
Primary Source Quotations:
for
Index
Rate
Reuters Screen ISDAFIX2 Page (or such other page as may replace it) as of the Determination Time. If such rate does not appear on ISDAFIX2 (or such other page as may replace it) or such page or such other page is temporarily unavailable at the relevant time, the rate for that Reset Date will be determined by the Determination Agent on the basis of the mid-market annual swap rate quotations provided by five Reference Banks (as defined in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.) (as selected by the Determination Agent in its sole discretion) at approximately the Determination Time on the Determination Date. The Determination Agent will request the principal office of each of the Reference Banks to provide a quotation of its mid-market annual swap rate (in accordance with the definition of "EUR Annual Swap Rate - Reference Banks" set out in the 2006 ISDA Definitions). If at least three quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or in the event of equality, one of the lowest). If fewer than three quotations are provided as requested, the rate for that Reset Date will be determined by the Determination Agent acting in good faith and in a commercially reasonable manner.
Designated Maturity:
30 years
ISDA Equivalent:
EUR-ISDA-EURIBOR Swap Rate - 11:00.
(d) Index Rate 4:
Item to be determined by reference to Index Rate 4:
The Index specified in the formula which applies to the calculation of the Interest Rate for each Fourth Basis Interest Period falling within the Fourth Basis Period.
Determination Business Day Centre(s):
TARGET2
Determination Date - Specified Number:
Two TARGET Settlement Days (as defined in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.) preceding the first day of each Relevant Interest Period.
Determination Time:
11.00 a.m. Frankfurt time
Benchmark:
The annual swap rate for euro transactions with a maturity of the Designated Maturity.
Primary Source Quotations:
for
Index
Rate
Reuters Screen ISDAFIX2 Page (or such other page as may replace it) as of the Determination Time. If such rate does not appear on ISDAFIX2 (or such other page as may replace it) or such page or such other page is temporarily unavailable at the relevant time, the rate for that Reset Date will be determined by the Determination Agent on the basis of the mid-market annual swap rate quotations provided by five Reference Banks (as defined in the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.) (as selected by the Determination Agent in its sole discretion) at approximately the Determination Time on the Determination Date. The Determination Agent will request the principal office of each of the Reference Banks to provide a quotation of its mid-market annual swap rate (in accordance with the definition of "EUR Annual Swap Rate - Reference Banks" set out in the 2006 ISDA Definitions). If at least three quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or in the event of equality, one of the lowest). If fewer than three quotations are provided as requested, the rate for that Reset Date will be determined by the Determination Agent acting in good faith and in a commercially reasonable manner.
Designated Maturity:
10 years
ISDA Equivalent:
EUR-ISDA-EURIBOR Swap Rate - 11:00.
Condition 10 (Redemption, Purchase and Options) Scheduled Maturity Date:
04 March 2038
Business Day Convention:
Following Business Day Convention
Company's Option:
Not Applicable
Noteholders' Option:
Not Applicable
Redemption by Instalments:
Not Applicable
Condition 11 (Redemption Amount and Early Redemption Amount) Redemption Amount:
The Redemption Amount shall be 100 per cent. of the Denomination of each Note.
Condition 12 (Payments and Talons)
Payment Business Day Centre(s):
London, New York and TARGET2
Other
Distribution Type:
Non-U.S. Distribution
Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
No
Temporary Global Note exchangeable for Permanent Global Notes or Definitive Bearer Notes:
Yes, exchangeable for Permanent Global Note in the circumstances specified in the Temporary Global Note.
Permanent Global Note exchangeable for Definitive Bearer Notes pursuant to paragraph (a) under "Exchange" in the Permanent Global Note:
Exchangeable at the option of the Noteholder at the cost and expense of the Noteholder.
Details of any additions or variations to the Selling Restrictions:
The Ireland selling restrictions as set out under "Subscription and Sale" in the Base Prospectus in respect of the Notes shall be deleted in their entirety and replaced with the following: "Ireland The Issuer is a private limited company and accordingly its Articles of Association prohibit any invitation to the public to subscribe for any shares or debentures of the Issuer. The Programme Memorandum and any Final Terms do not constitute an invitation to the public within the meaning of the Irish Companies Acts 19632009 to subscribe for the Notes. The Dealer has represented, warranted and agreed that and each further Dealer appointed under the Programme will be required to represent, warrant and agree that, it has not offered, sold, placed or underwritten and will not offer, sell, place or underwrite the Notes, or do anything in Ireland in respect of the Notes, otherwise than in conformity with the provisions of: (i) the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 and any rules issued by the Central Bank of Ireland under Section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland (as amended) (the "2005 Act"); (ii) the Irish Companies Acts 1963 to 2009; (iii) the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) of Ireland and it will conduct itself in accordance with any rules or codes of conduct and any conditions or requirements, or any other enactment, imposed or approved by the Central Bank of Ireland; and (iv) the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by the Central Bank of Ireland under Section 34 of the 2005 Act, and will assist the Issuer in complying with its obligations thereunder."
Further additions or variations:
Not Applicable
Signed for and on behalf of the Company By………………………………………… (Authorised signatory) (representative of the Principal Paying Agent acting on behalf of the Company)
PART B - OTHER INFORMATION For the avoidance of doubt, the other information contained in this Part B of the Final Terms does not form part of the Conditions. Listing and admission to trading:
The Notes have been admitted to the Official List of the Irish Stock Exchange. The Company intends to notify the Irish Stock Exchange on or after 23 February 2017 of the amendment to the terms and conditions of the Notes made herein.
Common Code:
035018786
ISIN Number:
XS0350187869
Details of additional/alternative clearance systems:
Not Applicable
Net Proceeds:
EUR 260,000,000
Estimate of total expenses relating to admission to trading:
EUR 3,854
Method of issue of Notes:
J.P. Morgan Securities Ltd. as Individual Dealer at 125 London Wall, London EC2Y 5AJ, United Kingdom.
Interests of Natural and Legal Persons Involved in the Issue:
Save as described under "Legal Structure - Conflicts of Interest" within the "Risk Factors" section of the Base Prospectus, so far as the Company is aware, no person involved in the offer of the Notes has an interest material to the Offer.
Post-issuance Reporting:
The Company does not intend to provide any post-issuance reporting with respect to either the Notes or the Mortgaged Property.
Authorisation:
The issue of the Notes was authorised by a resolution of the Board of Directors of the Company passed on 02 October 2002.
Dealers' Commission(s) (Syndicated Issue):
Not Applicable
Members of syndicate (Syndicated Issue):
Not Applicable
This announcement has been issued through the Companies Announcement Service of the Irish Stock Exchange.
This information is provided by RNS The company news service from the London Stock Exchange END ISEOKNDNBBKDBBB CLOSE
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Series 102 Restructure - RNS