TIDM79IU
RNS Number : 5762I
Gatwick Funding Limited
13 August 2021
Gatwick Funding Limited
13 August 2021
Issuer: Gatwick Funding Limited
13 August 2021
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF
DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018
Gatwick Funding Limited
(incorporated with limited liability in Jersey with registered
number 107376)
announces a consent solicitation
Gatwick Funding Limited (the "Issuer") today announced a consent
solicitation (the "Consent Solicitation") in respect of the
following series of its bonds (the "Bonds"):
(i) GBP300,000,000 6.125 per cent. Notes due 2 Mar. 2028
(Scheduled Redemption Date: 2 Mar. 2026) (ISIN: XS0596919299);
(ii) GBP300,000,000 6.5 per cent. Notes due 2 Mar. 2043
(Scheduled Redemption Date: 2 Mar. 2041) (ISIN: XS0596919539);
(iii) GBP300,000,000 5.25 per cent. Notes due 23 Jan. 2026
(Scheduled Redemption Date: 23 Jan. 2024) (ISIN: XS0733794407);
(iv) GBP300,000,000 2.500 per cent. Notes due 15 Apr. 2032
(Scheduled Redemption Date: 15 Apr. 2030) (ISIN: XS2332199830);
(v) GBP300,000,000 5.75 per cent. Notes due 23 Jan. 2039
(Scheduled Redemption Date: 23 Jan. 2037) (ISIN: XS0733786130);
(vi) GBP350,000,000 4.625 per cent. Notes due 27 Mar. 2036
(Scheduled Redemption Date: 27 Mar. 2034) (ISIN: XS1047788523);
(vii) GBP300,000,000 2.625 per cent. Notes due 7 Oct. 2048
(Scheduled Redemption Date: 7 Oct. 2046) (ISIN: XS1502174581);
(viii) GBP350,000,000 3.125 per cent. Notes due 28 Sep. 2041
(Scheduled Redemption Date: 28 Sep. 2039) (ISIN: XS1691441924);
(ix) GBP300,000,000 3.25 per cent. Notes due 26 Feb. 2050
(Scheduled Redemption Date: 26 Feb. 2048) (ISIN: XS1781266793);
and
(x) GBP300,000,000 2.875 per cent. Notes due 5 Jul. 2051
(Scheduled Redemption Date: 5 Jul. 2049) (ISIN: XS2022203801).
Capitalised terms used in this announcement and not defined
herein have the meanings given to such terms in the solicitation
memorandum dated 13 August 2021 (the "Solicitation Memorandum").
This announcement does not contain the full terms and conditions of
the Consent Solicitation, which are contained in the Solicitation
Memorandum. Subject to the restrictions described under
"Solicitation and Distribution Restrictions" below, Bondholders may
obtain a copy of the Solicitation Memorandum from the Tabulation
Agent, the contact details for which are set out below.
Purpose of this Announcement
The purpose of this announcement is to:
(a) provide information on the STID Proposal which is the
subject of the Consent Solicitation, for which see "The STID
Proposal" and "Comfort Package" below; and
(b) provide details on Gatwick Airport's financial and
operational performance (including forecasts and projections), for
which see "Background" below and the compliance certificate and
investor report for the six months ended 30 June 2021 and the
quarterly information package for the three months ended 30 June
2021, in each case published on 13 August 2021, which can be found
here
https://www.gatwickairport.com/business-community/about-gatwick/investor-relations/other-financial-documents.
Background
In August 2020, in response to the impacts the COVID-19 pandemic
had on the operations at Gatwick Airport (along with the air travel
sector more generally), Gatwick Airport Limited (the "Borrower")
requested a number of short term waivers, approvals and amendments
to the Finance Documents (the "2020 Consent"), to ensure the
Borrower was able to fully implement the management's recovery
plans. All such requests were duly approved by the Borrower
Security Trustee following a creditor voting process.
The Borrower was able to take actions to ensure the business is
well positioned to recover from the pandemic. Notwithstanding this,
the continued impacts of the COVID-19 pandemic have continued to be
felt during the first half of 2021. Despite the Borrower's strong
financial position and the anticipated recovery in travel, there is
continued short term pressure on covenants, and as a consequence
the Borrower is requesting extensions of the prior waivers,
approvals and amendments.
There is currently improved visibility over trading conditions
in the short to medium term, and a forecast recovery in passenger
numbers from 2022 through to 2024. The vaccination programmes in
the UK and Gatwick Airport's key destinations are very advanced and
significant pent up demand has been observed when key markets for
Gatwick have reopened.
As at 30 June 2021, the Security Group had total liquidity of
GBP779 million, comprised of cash and cash equivalents of GBP624
million and access to an undrawn, committed GBP150 million
liquidity facility and a GBP5 million overdraft.
The Security Group has proactively managed its cash position by
making operating expenditure savings of GBP140 million in the 2020
financial year compared with the 2019 financial year and reducing
its capital expenditure run rate to under GBP3 million per month
(compared to approximately GBP20 million per month prior to the
outbreak of the COVID-19 pandemic). In 2021, the Security Group
also received a capital injection of GBP370 million.
Gatwick and its shareholders continue to target the maintenance
of investment grade credit ratings, with a long term target of
strong investment grade ratings (BBB+/Baa1/BBB+) for the Bonds.
The STID Proposal
The 2020 Consent included a waiver of any Default in respect of
the financial ratios which may arise in respect of the Calculation
Dates falling on 31 December 2020 and 30 June 2021. The continued
reduced EBITDA of the Borrower during 2021 is expected to have a
significant continuing impact on the financial ratios calculated in
accordance with the CTA, and thus an extension of this waiver to
the Calculation Dates falling on 31 December 2021 and 30 June 2022
is requested.
The Borrower's leverage covenant is calculated by dividing net
debt by RAB, which is calculated based on Transfer RAB. Transfer
RAB is equal to the average of the Relevant EBITDA for the last
three years multiplied by 11.1x. An average of the last three
years' Relevant EBITDA (as opposed to the last year's Relevant
EBITDA) was used to ensure that the Transfer RAB (and therefore the
implied borrowing base of the business) was less volatile, and not
driven solely by outperformance (or underperformance) in a given
year. However, given the severe and exceptional impact of COVID-19
on the Relevant EBITDA for 2020 and 2021, the Transfer RAB will be
materially changed, and this impact will persist until at least
December 2024.
The 2020 Consent included an amendment to the calculation of
Transfer RAB for the Calculation Dates from (and including)
December 2021 to (and including) June 2023, such that the amount to
be included in the calculation as Relevant EBITDA for each calendar
quarter in the period of 12 months commencing on 1 April 2020 was
replaced with an average of the respective quarterly Relevant
EBITDA in 2017, 2018 and 2019. Given the continued impact of
COVID-19 on the Relevant EBITDA during 2021, the Borrower is now
seeking a further amendment to the calculation of Transfer RAB to
apply from (and excluding) 30 June 2022 to (and including) 30 June
2024, such that the amount to be included in the calculation as
Relevant EBITDA for each calendar quarter in the period of 12
months commencing on 1 April 2021 is replaced with an average of
the respective quarterly Relevant EBITDA in 2017, 2018 and 2019.
These averages have been calculated and are set out in paragraph
3(b) of the STID Proposal.
The 2020 Consent included a waiver of certain other technical
Defaults which may arise from actions taken by any Governmental
Agency relating directly to the COVID-19 pandemic and which result
in a full or partial closure of, or a full or partial suspension of
operations at, Gatwick Airport. The Borrower is seeking to extend
this waiver, although currently no such Defaults are expected.
These are set out in paragraph 3(c) of the STID Proposal.
The 2020 Consent included approval to issue up to GBP300,000,000
of unsecured commercial paper under the Bank of England Covid
Corporate Financing Facility ("CCFF") programme. The Borrower
currently has GBP275 million outstanding under the CCFF which is
due for repayment in March 2022. The Borrower believes it would be
prudent to ensure it is able to explore a variety of options to
replace this debt (including through any replacement to the CCFF
that may be offered in the future). The Borrower is therefore
requesting approval pursuant to paragraph (a)(iv) of the definition
of "Permitted Financial Indebtedness" in the MDA to permit the
incurrence of unsecured Financial Indebtedness of up to
GBP300,000,000 (less the amount of any outstanding CCFF Debt,
unless amounts are raised solely to repay such CCFF Debt). In line
with the current position for the Borrower's outstanding CCFF Debt,
any CCFF Replacement Debt (as defined below) shall not be included
within the calculation of the Senior RAR. Furthermore, no
distributions shall be permitted whilst any CCFF Replacement Debt
is outstanding.
The 2020 Consent included a waiver of the consequences of the
occurrence of a Trigger Event pursuant to paragraphs 2.1 (Further
Information and Remedial Plan), 4 (Independent Review) and 5
(Consultation with Regulator) of Part 2 (Trigger Event
Consequences) of Schedule 3 (Trigger Events) to the CTA, where a
Trigger Event arises under paragraph 1 (Financial Ratios) of Part 1
(Trigger Events) of Schedule 3 (Trigger Events) to the CTA in
respect of a Calculation Date up to and including 30 June 2021, or
that otherwise relates directly to the COVID-19 pandemic (with such
waiver ceasing to apply on and from 31 December 2021 if the
relevant Trigger Event is continuing on such date). The
requirements to be waived provide for the right of the Borrower
Security Trustee to request information and receive a remedial
plan, commission an Independent Review, and to participate in any
discussions with the Regulator. The Borrower is requesting an
extension of such waiver, to waive the consequences of the
occurrence of a Trigger Event pursuant to the above-mentioned
paragraphs of Part 1 (Trigger Events) of Schedule 3 (Trigger
Events) to the CTA in respect of a Calculation Date up to and
including 30 June 2022, or that otherwise relates directly to the
COVID-19 pandemic (with such waiver ceasing to apply on and from 31
December 2022 if the relevant Trigger Event is continuing on such
date).
Comfort Package
The Borrower proposes that if the provisions set out above are
waived, approved and/or amended (as applicable), the Borrower will
provide the Borrower Secured Creditors and the Issuer Secured
Creditors (by publication on the Designated Website) a quarterly
information package in respect of quarter end dates from 30
September 2021 to 30 June 2022 inclusive, to include traffic
updates, financial ratios and six month liquidity forecasts, as
have been provided up to 30 June 2021 pursuant to the conditions of
the 2020 Consent.
In line with the 2020 Consent, if any six month liquidity
forecast shows that Available Cash minus Required Expenditure (each
as defined in the STID Proposal) is less than GBP225,000,000, the
Borrower will be required to provide a remedial plan outlining how
it intends to address the issue, and monthly updates to both the
plan and the liquidity forecast until the issue is resolved. If
Available Cash minus Required Expenditure is less than
GBP150,000,000, any failure to provide the remedial plan or
undertake the actions set out in such plan within the time periods
specified in the plan will result in a Loan Event of Default.
Finally, the Borrower proposes that, conditional upon the
requested consents being provided, further restrictions on
Restricted Payments shall apply, such that no Restricted Payments
shall be made prior to the Calculation Date falling on 31 December
2022 (extended from 31 December 2021 which was agreed in the 2020
Consent), and any Restricted Payments made in the period prior to
the next Calculation Date falling after 30 June 2024 (extended from
30 June 2023 which was agreed in the 2020 Consent) shall be subject
to a tighter Senior RAR test (0.60 for Calculation Dates up to and
including June 2023 (extended from June 2022 which was agreed in
the 2020 Consent), and thereafter 0.65, on an adjusted basis),
meeting the current Senior RAR threshold of 0.70 on an unadjusted
basis, and a six month liquidity test, and may not be made if
amounts are outstanding in respect of any CCFF Debt or CCFF
Replacement Debt (as mentioned above).
The Borrower considers this package of waivers, approvals and
amendments, together with the related undertakings from the
Obligors, will allow the Borrower to continue to implement the
management's recovery plans, and therefore asks for due
consideration of the proposals.
For detailed information on the STID Proposal see the form of
the STID Proposal (appended at Schedule 2 to the Solicitation
Memorandum) and an investor presentation prepared in connection
with the Consent Solicitation which is available to Bondholders via
NetRoadshow at
https://www.netroadshow.com/nrs/home/#!/?show=e0c49dd1 or by
visiting www.netroadshow.com and entering the entry code:
Gatwick2021 (not case-sensitive).
Expected Timetable
The times and dates below (other than the Expiration Time) are
indicative only. Accordingly, the actual timetable may differ
significantly from the expected timetable set out below.
All references to times are to London time unless otherwise
stated, and any announcements or notifications to be made to
Bondholders arising out of or in connection with the STID Proposal
will be made as soon as is reasonably practicable after the event
giving rise to the announcement or notification by the Issuer in
accordance with the provisions of the Bond Trust Deed and the
Bonds.
All notices to Bondholders will be given by delivery through the
Clearing Systems.
Event Date
Announcement and delivery of the STID Proposal. 13 August 2021
Solicitation Memorandum and draft amendment
documentation in respect of each of the CTA
and the MDA to be made available at the specified
office of the Tabulation Agent (copies of
which are obtainable by Bondholders upon
request, free of charge).
Expiration Time 4.00 p.m. (London
Latest time and date for receipt of valid time)
Electronic Voting Instructions by the Tabulation on 3 September
Agent through the Clearing Systems. 2021
STID Voting Deadline 7 September 2021
Announcement of results of the STID Proposal 8 September 2021
or earlier, subject
to the STID Proposal,
should the Borrower
Security Trustee
have received votes
in favour of the
STID Proposal from
75% of Participating
QBS Creditors
If the STID Proposal is approved and the
Borrower Security Trustee has announced such
approval
Payment of the Instruction Fee to those holders On the Payment
who are eligible for payment in accordance Date which is expected
with the conditions set out in the Solicitation to be on or about
Memorandum. the fifth Business
Day following the
announcement of
the results of
the STID Proposal,
if the STID Proposal
is approved.
If the Amendment Conditions are satisfied
Execution of amendment documentation in respect On the Amendment
of each of the CTA and the MDA and implementation Date - currently
of the STID Proposal expected to occur
within five Business
Days of the STID
Voting Deadline
(but, in any event,
to be implemented
at a time which
is at Gatwick Airport
Limited's sole
and absolute discretion).
Bondholders or Beneficial Owners are advised to check with the
bank, securities broker, trust company, custodian, Clearing System
or other intermediary through which they hold their Bonds whether
such intermediary applies different deadlines for any of the events
specified above, and then to adhere to such deadlines if such
deadlines are prior to the deadlines set out above.
All of the above dates are subject to earlier deadlines that may
be set by the Clearing Systems or any intermediary.
Instruction Fee
Subject to the conditions set out in the Solicitation
Memorandum, including the approval of the STID Proposal by the
requisite proportion of the Participating QBS Creditors and the
announcement by the Borrower Security Trustee of such approval,
holders of the Bonds who have delivered a valid Electronic Voting
Instruction in respect of the STID Proposal which has been received
by the Tabulation Agent at or prior to the Expiration Time, which
has not been validly withdrawn following the Expiration Time and
which remains in full force and effect until the announcement of
the results of the STID Proposal, will be entitled to receive a fee
equal to 0.05 per cent. of the Principal Amount Outstanding of such
Bonds which are the subject of the relevant Electronic Voting
Instruction (the "Instruction Fee"). The Instruction Fee will be
paid on the Payment Date via the relevant Clearing System for
payment to the cash account of an eligible holder of Bonds in such
Clearing System.
Creditor Support
Special Committee of the Investment Association
The STID Proposal set out in the Solicitation Memorandum has
been considered by a special committee consisting of certain
Bondholders and convened by The Investment Association at the
request of the Issuer. The members of the special committee, who
hold in aggregate approximately 40.48 per cent. in Principal Amount
Outstanding of the Bonds have examined the STID Proposal. They have
informed the Issuer that they find the STID Proposal acceptable
and, subject to client and other approvals, they intend to vote in
favour of the STID Proposal in respect of their holdings of
Bonds.
As such, Bondholders should bear in mind that while the
Bondholders that participated in the special committee are asked to
confirm, after due enquiry, the amount of their holdings they will
be able to commit to vote in favour of the STID Proposal, any
indication given by such a Bondholder of its intention to vote is
not binding on the relevant Bondholder.
The special committee has advised the Issuer that this
recommendation relates only to the STID Proposal set out in the
Solicitation Memorandum and not to any future offers or proposals
which the Issuer may make.
Other Qualifying Borrower Secured Creditors
The Borrower has undertaken pre-engagement regarding the STID
Proposal with the lenders on the Borrower's Revolving Credit
Facility, and the required number of banks have indicated that,
subject to final approvals, they intend to vote in favour of the
STID Proposal with votes representing GBP300 million of Qualifying
Borrower Debt.
Overall Creditor Support
Taking into account the position above in relation to the review
by a special committee of The Investment Association and the
support from other lenders and investors of the Issuer, as of the
date of the Solicitation Memorandum, approximately 45.73 per cent.
of the aggregate principal amount of Qualifying Borrower Debt
(including the Bonds) have indicated that subject to client, final
and other approvals, they intend to vote in favour of the STID
Proposal.
Amendment Conditions
Implementation of the STID Proposal is conditional on:
(a) the approval of the STID Proposal; and
(b) the announcement by the Borrower Security Trustee of the
approval of the STID Proposal; and
(c) the delivery to the Borrower Security Trustee of a legal
opinion of Clifford Chance LLP as to matters of capacity and
enforceability of the Amendment Document,
(the "Amendment Conditions"). The Issuer will announce
satisfaction of the Amendment Conditions as soon as practicable
thereafter.
It is intended that the STID Proposal will be implemented within
five Business Days of the STID Voting Deadline, however the timing
for the implementation of the STID Proposal is at the Borrower's
sole and absolute discretion.
General
Subject to applicable law and as provided herein, the relevant
Issuer may, in its sole discretion, amend the terms of (save for
the Expiration Time), terminate or withdraw the Consent
Solicitation at any time up to the Solicitation Amendment
Deadline.
Bondholders are advised to check with the bank, securities
broker, trust company, custodian, Clearing System or other
intermediary through which they hold their Bonds whether such
intermediary will apply different deadlines for participation to
those set out in the Solicitation Memorandum and, if so, should
adhere to such deadlines if such deadlines are prior to the
deadlines set out in the Solicitation Memorandum.
In relation to the delivery of Electronic Voting Instructions,
in each case, through the Clearing Systems, Bondholders holding
Bonds in Euroclear or Clearstream, Luxembourg should note the
particular practice of the relevant Clearing System, including any
earlier deadlines set by such Clearing System.
Only direct accountholders in Euroclear or Clearstream,
Luxembourg may deliver Electronic Voting Instructions. Bondholders
who are not direct accountholders in Euroclear or Clearstream,
Luxembourg should arrange for the accountholder through which they
hold their Bonds to deliver an Electronic Voting Instruction on
their behalf to the relevant Clearing System as more particularly
described in the Solicitation Memorandum. The deadlines specified
by the relevant Clearing System may be earlier than the Expiration
Time.
Bondholders are advised to read the Solicitation Memorandum
carefully for full details of, and information on the procedures
for participating in, the Consent Solicitation.
Further Information
For general assistance and queries relating to the STID Proposal
please contact the Solicitation Agents at:
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Tel: +44 (0)203 134 8515
Email: eu.lm@barclays.com
Attention: Liability Management Group
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Tel: +44 (0) 20 7678 5222
Email: liabilitymanagement@natwestmarkets.com
Attention: Liability Management
For questions or requests for assistance in connection with the
delivery of Electronic Voting Instructions please contact the
Tabulation Agent at:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Tel: +44 207 704 0880
E-mail: gatwick@lucid-is.com
Attention: Arlind Bytyqi / Mu-yen Lo
Disclaimer
This announcement must be read in conjunction with the
Solicitation Memorandum. The Solicitation Memorandum contains
important information which should be read carefully before any
decision is made with respect to the Consent Solicitation. If any
Bondholder is in doubt as to the action it should take, it is
recommended to seek its own financial, legal or other 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 (if in
the United Kingdom) or other appropriately authorised financial
adviser. Any individual or company whose 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. None of the Solicitation Agents, the
Tabulation Agent, the Security Trustee or the Bond Trustee accepts
any responsibility for the contents of this announcement.
Market Abuse Regulation
This announcement is released by the Issuer and contains
information in relation to the Bonds that qualified as inside
information for the purposes of the Market Abuse Regulation (EU)
596/2014 as it forms part of domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA")
("MAR"), encompassing information relating to the Bonds. For the
purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055 as it forms part of domestic law of the United
Kingdom by virtue of the EUWA, this Notice is made by Philip Iley,
a Director of the Issuer.
Solicitation and Distribution Restrictions
Any materials relating to the Consent Solicitation do not
constitute, and may not be used in connection with, any form of
offer or solicitation in any place where such offers or
solicitations are not permitted by law. If a jurisdiction requires
that the Consent Solicitation be made by a licensed broker or
dealer and any Solicitation Agent or any of their respective
affiliates is such a licensed broker or dealer in that
jurisdiction, the Consent Solicitation shall be deemed to be made
by such Solicitation Agent(s) or such affiliate(s), as the case may
be, on behalf of the Issuer and in such jurisdiction where it is so
licensed and the Consent Solicitation is not being made in any such
jurisdiction where the Solicitation Agents or one of their
respective affiliates is not so licensed.
The distribution of the Solicitation Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession the Solicitation Memorandum comes are required by the
Issuer, the Obligors, the Solicitation Agents and the Tabulation
Agent to inform themselves about, and to observe, any such
restrictions.
The Solicitation Memorandum contains important information which
should be read carefully before any decision is made with respect
to the Consent Solicitation. If any Bondholder is in any doubt as
to the action it should take, it is recommended to seek its own
financial, legal or other 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, the "FSMA")
(if in the United Kingdom) or other appropriately authorised
independent professional adviser. Any individual or company whose
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 communication by the Issuer of the Solicitation Memorandum
and any other documents or materials relating to the Consent
Solicitation is not being made, and such documents and/or materials
have not been approved, by an authorised person for the purposes of
section 21 of the FSMA. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. Such documents and/or
materials are only directed at and may only be communicated to (1)
any person within Article 43(2) of the (Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005), which includes
a creditor or member of the Issuer, and (2) to any other persons to
whom these documents and/or materials may lawfully be communicated
in circumstances where section 21(1) of the FSMA does not
apply.
IMPORTANT - PROHIBITION RELATING TO EEA RETAIL INVESTORS: The
Consent Solicitation is not intended to be made to and should not
be made to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID
II"); (ii) a customer within the meaning of Directive (EU) 2016/97,
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of EU MiFID II; or (iii) not
a qualified investor as defined in Regulation (EU) 2017/1129.
Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended or superseded, the "EU PRIIPs
Regulation") had been prepared in relation to the Bonds and
therefore certain actions in relation to the Bonds involving any
retail investor in the EEA may be unlawful under the EU PRIIPs
Regulation.
IMPORTANT - PROHIBITION RELATING TO UK RETAIL INVESTORS: The
Consent Solicitation is not intended to be made to and should not
be made to any retail investor in the United Kingdom (the "UK").
For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2
of Regulation (EU) No 2017/565 as it forms part of domestic law of
the UK by virtue of the EUWA; (ii) a customer within the meaning of
the provisions of the FSMA and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law of the UK by virtue of the EUWA; or (iii) not a
qualified investor as defined in Regulation (EU) 2017/1129 as it
forms part of domestic law of the UK by virtue of the EUWA.
Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended or superseded, the "UK PRIIPs
Regulation") had been prepared in relation to the Bonds and
therefore certain actions in relation to the Bonds involving any
retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
END
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END
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