TIDM62PH
RNS Number : 8080W
Dragon Finance B.V.
24 December 2021
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
INSTRUMENTHOLDERS. PLEASE LET THIS NOTICE SERVE AS OFFICIAL
AUTHORISATION (LETTER OF AUTHORITY) TO RELEASE SECURITY HOLDINGS
IDENTITY INFORMATION UNDER EU DIRECTIVE 2007/36/EC AND THE RELATED
COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 OF 03 SEPTEMBER
2018. IF INSTRUMENTHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL, ACCOUNTING AND
LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY
FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT
FINANCIAL OR LEGAL ADVISER.
NOTICE TO THE HOLDERS OF THE OUTSTANDING
GBP102,450,000 Class A Secured Floating Rate Notes due 2023
(ISIN: XS0116563668 and Common Code: 011656366)
GBP30,000,000 Class B Secured Floating Rate Notes due 2023
(ISIN: XS0116564393 and Common Code: 011656439)
GBP100,000,000 Class C Secured Floating Rate Notes due 2023
(ISIN: XS0116564559 and Common Code: 011656455)
issued by
Dragon Finance B.V.
(the "Issuer" or the "Transaction" as the context requires)
on 21 August 2000
Capitalised terms used but not otherwise defined in this notice
shall have the meanings set out in the prospectus issued by the
Issuer on 17 August 2000 in respect to the Transaction.
Background
Since July 2017, there has been a concerted and intensive global
regulator-driven effort to encourage, and ultimately effect, the
transition away from the use of interbank offered rates, including
the GBP London Interbank Offered Rate ("LIBOR"), in financial
instruments to risk-free rates or other appropriate benchmarks.
In January 2020, the Bank of England, the UK Financial Conduct
Authority (the "FCA") and the Working Group on Sterling Risk-Free
Reference Rates published a joint statement outlining priorities
and milestones for 2020 on LIBOR transition.
On 5 March 2021, the FCA formally announced that the future
cessation and loss of representativeness of LIBOR will take place
on 31 December 2021. The FCA will no longer compel panel banks to
submit to LIBOR beyond 31 December 2021 and the FCA will no longer
use its powers to require the benchmark administrator of LIBOR to
continue to use its powers to publish LIBOR on the basis of panel
bank submissions. In addition, the Bank of England and the FCA have
mandated the RFR Working Group to promote a broad-based transition
to the Sterling Overnight Index Average ("SONIA") across sterling
bond, loan and derivative markets, so that SONIA is established as
the primary sterling interest rate benchmark by the end of 2021.
Therefore, the continuation of LIBOR on the current basis will
cease after 2021, and regulators have urged market participants to
take active steps to implement the transition to SONIA and other
risk-free rates ahead of this deadline.
By way of overview, the Transaction includes the following
LIBOR-linked elements:
1. the Class A Notes, the Class B Notes and the Class C Notes
(the "Notes") with a floating rate of interest linked to LIBOR;
and
2. a Swap Document with a floating rate of interest linked to LIBOR,
which in each case are subject to the terms of the Transaction
Documents and the Conditions.
Proposed LIBOR Transition
NOTICE IS HEREBY GIVEN that the Issuer will shortly undertake a
consent solicitation exercise to obtain the approval of Noteholders
to certain amendments to the Transaction Documents in order to
replace references to LIBOR within the relevant Transaction
Documents to a compounded daily SONIA rate (the "LIBOR
Transition"). Due to the differences in the nature of LIBOR and
compounded daily SONIA, the replacement of LIBOR as the reference
rate for the Notes will also require implementation of adjusted
margins (the "Adjusted Margin").
The Issuer proposes calculating the Adjusted Margin by reference
to the ISDA fallback spread adjustment determined by the
International Swaps and Derivatives Association on 5 March 2021
following the announcement by the FCA regarding the end dates for
all LIBOR panels. This would result in the applicable margin for
the Notes increasing in each case by 0.4644 per cent. (being the
"Credit Adjustment Spread").
The Issuer is, together with its legal counsel, preparing the
draft amendment documentation which will be shared with Noteholders
in connection with the LIBOR Transition.
Restrictions on Amendments
Any proposed amendment to the rate of interest on the Notes from
LIBOR to SONIA (including the proposed Credit Adjustment Spread and
any consequential amendments to the Transaction Documents to give
effect thereto) will require the approval of Noteholders by way of
Extraordinary Resolutions passed by Noteholders in accordance with
the Conditions and the Trust Deed. Such amendments will also
require the approval of certain parties to those Transaction
Documents.
In accordance with normal practice, the Trustee assumes no
responsibility for this notice. The Trustee has not verified, and
expresses no opinion as to the contents of this notice, and makes
no representation that all relevant information has been disclosed,
or has been disclosed accurately, to Noteholders. Accordingly, the
Trustee urges Noteholders who are in any doubt as to the impact of
this notice to seek their own independent legal and/or financial
advice. The Swap Counterparty also assumes no responsibility for
this notice or the consequences of any amendments to the rate of
interest on the Notes or the swap transaction from LIBOR to
SONIA.
If you have any questions or require any clarification about
this notice, please contact the Issuer at
Bobakker.Elhilmi@tmf-group.com or Jakob.Boonman@tmf-group.com.
The Issuer strongly encourages all Noteholders to engage and, in
due course, vote on the LIBOR Transition. If the LIBOR Transition
is unsuccessful the Agent Bank will be required, in accordance with
Condition 6(b), to seek quotations from major banks in the London
interbank market in order to determine the Rate of Interest for the
Interest Period commencing in July 2022. The Issuer cannot provide
any assurance that major banks in the London interbank market will
provide the necessary quotations.
If the Agent Bank is not able to obtain these quotations, the
Rate of Interest shall be the sum of the relevant margin and the
rate (or as the case may be) arithmetic mean last determined in
relation to th e relevant Notes in respect of the preceding
Interest Period. It is possible therefore, that the Rate of
Interest in effect for a previous Interest Period is used , such
that the existing Rate of Interest shall apply until the Scheduled
Redemption Date.
This notice is given by the Issuer.
Dated: 24 December 2021
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END
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