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Eirles Two Limited (IRSH)

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Thursday 02 April, 2015

Eirles Two Limited

Amendment Notice

RNS Number : 3796J
Eirles Two Limited
02 April 2015
 

 

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Eirles Two Limited

Series 195

EUR 500,000,000 Credit Linked Perpetual Floating Rate Secured Notes

(ISIN: XS0222588187) (the "Notes")

We refer to the Prospectus in respect of the Notes dated 22 February 2007 (the "Prospectus").

NOTICE IS HEREBY GIVEN that on 2 April 2015:

 

(A)       Paragraph 11 of the Terms of the Notes has been deleted and replaced with the following:

"11.

Maturity Date:

The date (the "Reference Entity Redemption Date") on which the Reference Entity redeems the final outstanding Reference Obligation by the exercise of its option to redeem all but not part of such Reference Obligation, or if such day is not a Business Day, the immediately succeeding Business Day.

 

 

See also sub-paragraph 13(A) below.

 

 

The Issuer shall give notice to the Noteholders in accordance with Condition 16 of the Reference Entity Redemption Date as soon as reasonably practicable after a holder of the relevant Reference Obligation(s) would have received such notice from the Reference Entity."

(B)       Paragraph 13(A) of the Terms of the Notes of the Notes has been deleted and  replaced with the following:


Redemption at Maturity:

(A)       Condition 8.1 (Final Redemption) shall be deleted and the following substituted therefor:



"(a)      Unless previously redeemed or purchased and cancelled and subject as provided in Condition 8.1(b) below and sub-paragraphs 13(B) and 13(C) below, each Note will be redeemed by the Issuer at its principal amount on the Maturity Date.



(b)       If Conditions to Settlement are satisfied during the Notice Delivery Period (such date of satisfaction, the "Credit Event Determination Date"), the Issuer shall give notice (such notice a "Settlement Notice") to the Noteholders in accordance with Condition 16 and to the Trustee and redeem all but not some only of the Notes, each Note being redeemed by the Issuer at the Credit Event Redemption Amount on the Credit Event Redemption Date (each as defined below).



The Credit Event Redemption Amount may be less than the principal amount of a Note.  Any shortfall shall be borne by the Noteholders and no liability shall attach to the Issuer.



For the purposes hereof:



"Bankruptcy" means the Reference Entity:



(a)        is dissolved (other than pursuant to a consolidation, amalgamation or merger provided that without prejudice to the foregoing, a winding-up following a dissolution (liquidation suivant dissolution) shall constitute a Bankruptcy for the purposes hereof);



(b)        becomes insolvent or is unable to pay its debts or fails or admits in writing in a judicial, regulatory or administrative proceeding or filing its inability generally to pay its debts as they become due;



(c)        makes a general assignment, arrangement or composition with or for the benefit of its creditors;



(d)        institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (ii) is not dismissed, discharged, stayed or restrained in each case within thirty calendar days of the institution or presentation thereof;



(e)        has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);



(f)         seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;



(g)        has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty calendar days thereafter; or



(h)        causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has any analogous effect to any of the events specified in clauses (a) to (g) (inclusive)



"Conditions to Settlement" means the delivery by the Calculation Agent to the Issuer of (i) a Credit Event Notice and (ii) a Notice of Publicly Available Information that is effective during the Notice Delivery Period.



"Credit Event" means one or more of Bankruptcy or Failure to Pay, as determined by the Calculation Agent.



If an occurrence would otherwise constitute a Credit Event, such occurrence will constitute a Credit Event whether or not such occurrence arises directly or indirectly from, or is subject to a defence based upon:



(a)        any lack or alleged lack of authority or capacity of the  Reference Entity to enter into any Obligation;



(b)        any actual or alleged unenforceability, illegality, impossibility or invalidity with respect to any Obligation however described;



(c)        any applicable law, order, regulation, decree or notice, however described, or the promulgation of, or any change in, the interpretation by any court, tribunal, regulatory authority or similar administrative or judicial body with competent or apparent jurisdiction of any applicable law, order, regulation, decree or notice, however described; or



(d)        the imposition of, or any change in, any exchange controls, capital restrictions or any other similar restrictions imposed by any monetary or other authority, however described.



"Credit Event Notice" means a notice from the Calculation Agent (which may be oral including by telephone) to the Issuer (which the Calculation Agent has the right but not the obligation to deliver) that describes a Credit Event that occurred at or after 12.01 a.m. Greenwich Mean Time on the Trade Date and at or prior to 11.59 p.m., Greenwich Mean Time, on the Maturity Date.



A Credit Event Notice must contain a description in reasonable detail of the facts relevant to the determination that a Credit Event has occurred.  The Credit Event that is the subject of the Credit Event Notice need not be continuing on the date the Credit Event Notice is effective.



"Credit Event Redemption Amount" means, in respect of each Note, an amount in EUR calculated by the Calculation Agent equal to:






where:



"A"       is the Nominal Amount of Notes outstanding on the Credit Event Redemption Date;



"B"       is the Final Price;



"C"       is the Reference Entity Default Unwind Costs; and



"D"       is the number of outstanding Notes on the Credit Event Redemption Date,



provided that in no event shall the Credit Event Redemption Amount be less than zero.



"Credit Event Redemption Date" means the day falling two Business Days after the calculation of the Final Price.



"Failure to Pay" means after the expiration of any applicable Grace Period (after the satisfaction of any conditions precedent to the commencement of such Grace Period), the failure by the Reference Entity to make, when and where due, any payments in an aggregate amount of not less than the Payment Requirement under one or more Obligations in accordance with the terms of such Obligations at the time of such failure.



"Final Price" means the price of the Valuation Obligation (expressed as a percentage), which shall be equal to the weighted average of the Qualifying Quotes in respect of each Valuation Date (such weighted average to be determined by reference to the Quotation Amount with respect to which each Qualifying Quote was provided). The Final Price shall be determined in accordance with the following valuation method:



(a)        at the Valuation Time on each Valuation Date up to and including the Final Valuation Date, the Calculation Agent shall attempt to obtain firm bid quotations ("Firm Bids") from at least two Quotation Dealers.



(b)        each such Firm Bid shall be sought for an amount  of the Valuation Obligation  with an outstanding principal balance (excluding accrued interest) (the "Quotation Amount") that is not higher than USD 30,000,000 (or its equivalent in another currency) nor lower than USD 1,000,000 (or its equivalent in another currency).



(c)        the highest Firm Bid obtained on each Valuation Date shall be the "Qualifying Quote" in respect of such Valuation Date.



(d)        if, on any Valuation Date, no Quotation Dealer provides a firm bid quotation, the Qualifying Quote shall be deemed to be zero.



(e)        upon the determination of the Qualifying Quote in respect of the Final Valuation Date, the Valuation Agent shall calculate the Final Price.



The Final Price will take into account contractual restrictions (whether contained in the terms of the Valuation Obligation or otherwise) to which a holder of the Valuation Obligation is subject.



"Final Valuation Date" means the Valuation Date on which the aggregate of Quotation Amounts (including the Quotation Amount in respect of which a Qualifying Quote has been obtained on such Valuation Date) is equal to or exceeds EUR 177,100,000.



"Grace Period" means:



(a)        subject to paragraph (b) below, the applicable grace period with respect to payments under the relevant Obligation under the terms of such Obligation in effect as of the later of the Trade Date and the date as of which such Obligation is issued or incurred;



(b)        if, at the later of the Trade Date and the date as of which an Obligation is issued or incurred, no grace period with respect to payments or a grace period with respect to payments of less than three Grace Period Business Days is applicable under the terms of such Obligation, a Grace Period of three Grace Period Business Days shall be deemed to apply to such Obligation; provided that, such deemed Grace Period shall expire no later than the Maturity Date.



"Grace Period Business Day" means a day on which commercial banks and foreign exchange markets are generally open to settle payments in the place or places and on the days specified for that purpose in the relevant Obligation and if a place or places are not so specified, in the jurisdiction of the Obligation Currency.



"Nominal Amount" means, in respect of a day, the aggregate principal amount of the Notes outstanding on such day.



"Notice Delivery Period" means the period from and including the Trade Date to and including the Maturity Date.



"Notice of Publicly Available Information" means a notice from the Calculation Agent (which may be oral, including by telephone) to the Issuer that cites Publicly Available Information confirming the Credit Event.



"Obligation" means:



(a)        any obligation of the Reference Entity (either directly or as a provider of a Qualifying Guarantee) determined pursuant to the method described in "Method for Determining Obligations" below; and



(b)        each Reference Obligation.



Where:



"Method for Determining Obligations".  For the purposes of paragraph (a) of this definition of "Obligation", the term "Obligation" means each obligation of the  Reference Entity described by the Obligation Category below, as of the date of the event which constitutes the Credit Event which is the subject of the Credit Event Notice.  The following terms shall have the following meanings:



"Borrowed Money" means any obligation (excluding an obligation under a revolving credit arrangement for which there are no outstanding unpaid drawings in respect of principal) for the payment or repayment of borrowed money (which term shall include, without limitation, deposits and reimbursement obligations arising from drawings pursuant to letters of credit); and



"Obligation Category" means Borrowed Money.



"Obligation Currency" means the currency or currencies in which the Obligation is denominated.



"Payment Requirement" means USD1,000,000, or its equivalent as calculated by the Calculation Agent in the relevant Obligation Currency, as of the occurrence of the relevant Failure to Pay.



"Qualifying Guarantee" means an arrangement evidenced by a written instrument pursuant to which the Reference Entity irrevocably agrees (by guarantee of payment or equivalent legal arrangement) to pay all amounts due under an obligation (the "Underlying Obligation") for which another party is the obligor (the "Underlying Obligor") and that is not at the time of the Credit Event Subordinated to any unsubordinated Borrowed Money obligation of the Underlying Obligor (with references in the definition of Subordination to the Reference Entity deemed to refer to the Underlying Obligor).  Qualifying Guarantees shall exclude any arrangement structured as a surety bond, financial guarantee insurance policy, letter of credit or equivalent legal arrangement.  The benefit of a Qualifying Guarantee must be capable of being delivered together with the delivery of the Underlying Obligation.



"Quotation Dealer" means each of Citigroup, UBS AG, Deutsche Bank AG, ABN Amro Bank N.V., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Société Générale, BNP Paribas, ING Bank N.V., JPMorgan Chase Bank, Sumitomo Mitsui Banking Corporation, Credit Agricole Indosuez, The Bank of Tokyo-Mitsubishi UFJ Ltd., Credit Suisse First Boston International, CIBC World Markets plc, Mizuho Bank Ltd and HSH Nordbank AG.  The Calculation Agent shall select the Quotation Dealers in its sole and absolute discretion.



Upon a Quotation Dealer no longer being in existence (with no successors), or not being an active dealer in the obligations of the type for which quotations are to be obtained, the Calculation Agent may substitute any other Reference Market-maker(s) for such Quotation Dealer(s).



"Reference Entity" means Orange S.A. or any other entity that assumes the liability of such entity or becomes liable in respect of such entity in respect of the Reference Obligations, provided that if more than one entity would become a Reference Entity pursuant to the foregoing provisions then the Calculation Agent shall in its sole and absolute discretion designate only one of such entities as the Reference Entity.



"Reference Entity Default Unwind Costs" has the meaning given to it in the Deposit Swap.

"Reference Market-maker" means any leading dealer in obligations of the type for which quotations are to be obtained, such dealer to be selected in the sole and absolute discretion of the Calculation Agent from among dealers of the highest credit standing which satisfy all the criteria that the Calculation Agent applies generally at the time in deciding whether to offer or to make an extension of credit and, to the extent practicable, from among such dealers having an office in the same city.



"Reference Obligations" means each of :



(a)        the EUR denominated perpetual bonds redeemable into shares issued by Orange S.A. on 3 March, 2003 (ISIN: FR0000472995) and governed by the laws of the French Republic; and



(b)        the EUR denominated perpetual bonds redeemable into shares issued by Orange S.A. on 3 March, 2003 (ISIN: FR0000472912) and governed by the laws of the French Republic,



each, a "Reference Obligation".



"Subordination" means, with respect to an obligation (the "Subordinated Obligation") and another obligation of the Reference Entity to which such obligation is being compared (the "Senior Obligation"), a contractual, trust or other similar arrangement providing that (i) upon the liquidation, dissolution, reorganisation or winding up of the Reference Entity, claims of the holders of the Senior Obligation will be satisfied prior to the claims of the holders of the Subordinated Obligation or (ii) the holders of the Subordinated Obligation will not be entitled to receive or retain payments in respect of their claims against the Reference Entity at any time that the Reference Entity is in payment arrears or is otherwise in default under the Senior Obligation.  "Subordinated" will be construed accordingly.  For purposes of determining whether Subordination exists or whether an obligation is Subordinated with respect to another obligation to another which it is being compared, the existence of preferred creditors arising by operation of law or of collateral, credit support or other credit enhancement arrangements shall not be taken into account.



"Trade Date" means 10 June 2005 in respect of the Initial Notes, 22 September 2005 in respect of the First Further Notes, 12 May 2006 in respect of the Second Further Notes and 16 January 2007 in respect of the Third Further Notes.



"Valuation Date" means any and each Business Day selected by the Calculation Agent in its sole and absolute discretion falling not less than 45 Business Days and no more than 100 Business Days following the date on which the Credit Event Notice is effective.



"Valuation Obligation" means a Reference Obligation selected by the Calculation Agent in its sole discretion.



"Valuation Time" means 10 a.m. (London time).



The determination by the Calculation Agent of any amount or of any state of affairs, circumstance, event or other matter, or the formation of any opinion or the exercise of any discretion required or permitted to be determined, formed or exercised by the Calculation Agent pursuant to this Paragraph 13(A) shall (in the absence of manifest error) be final and binding on all parties.  In performing its duties pursuant to the Notes, the Calculation Agent shall act in its sole and absolute discretion.  Any delay, deferral or forbearance by the Calculation Agent in the performance or exercise of any of its obligations or its discretion under the Notes including, without limitation, the giving of any notice by it to any person, shall not affect the validity or binding nature of any later performance or exercise of such obligation or discretion, and neither the Calculation Agent, the Trustee nor the Issuer shall, in the absence of wilful misconduct and gross negligence, bear any liability in respect of, or consequent upon, any such delay, deferral or forbearance.



 

 

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 and the Terms of the Notes shall remain in full force and effect.

This Notice is given by Eirles Two Limited.

6th Floor, Pinnacle 2

Eastpoint Business Park

Dublin 3

Ireland

 

Dated: 2 April 2015

 

 

 

 

 

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
 
 
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