Luminis Finance Public Limited Company : NOTICE OF AMENDMENT

NOTICE OF AMENDMENT

 LUMINIS FINANCE PLC 

(a public limited company incorporated under the laws of Ireland with its registered office at 32 Molesworth Street, Dublin 2, Ireland, with registration number 635696)

Legal Entity Identifier (LEI): 54930067RSRCM166RP48

(the “Issuer”)

Series 2021-06 USD 25,000,000 Range Accrual Notes due 2050 (ISIN: XS2321650140) (the “Notes”)

Pursuant to a trust instrument dated 31 March 2021 between the Issuer and, inter alios, the Trustee (as amended and restated from time to time, the “Trust Instrument”), the Issuer has constituted and issued the Notes on the terms set out in the Trust Instrument. In connection with the Notes, the Issuer entered into a swap confirmation (as amended and restated from time to time, the “Swap Confirmation”) with the Swap Counterparty on 20 December 2021.

Unless otherwise specified, capitalised terms used but not defined in this Notice of Amendment shall have the meanings given to them in the Trust Instrument (which incorporates by reference the General Definitions Module, March 2021 Edition dated 1 March 2021), save to the extent supplemented or modified herein.

NOTICE IS HEREBY GIVEN that, pursuant to the Deed of Release and Amendment dated 29 June 2023 (as annexed hereto), the Issuer has effected certain amendments to (i) the Pricing Supplement set out within Schedule 1 (Pricing Supplement) of the Trust Instrument and (ii) to the Swap Confirmation. Having received the consent of the Holders of the Notes, such amendments took effect on 29 June 2023.

 

This Notice is given by the Issuer.

Dated 05 September 2023

 

For further information contact:

 

Luminis Finance PLC

32 Molesworth Street

Dublin 2

Ireland

 

For the attention of: The Directors

Telephone number: +353 1697 3200

 

 

 

 

 

Dated 29 June 2023

LUMINIS FINANCE PLC

and

BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED

and

THE BANK OF NEW YORK MELLON, LONDON BRANCH

and

THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH

and

GOLDMAN SACHS INTERNATIONAL

 

DEED OF RELEASE AND AMENDMENT

Series 2021-06 USD 25,000,000 Range Accrual Notes due 2050

(ISIN: XS2321650140)

 

This Deed is made on 29 June 2023 between:

(1) LUMINIS FINANCE PLC, incorporated with limited liability in Ireland with registration number 635696 and having its registered office at 32 Molesworth Street, Dublin 2 Ireland  in its capacity as Issuer;

(2) BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED of 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom in its capacity as Trustee;

(3) THE BANK OF NEW YORK MELLON, LONDON BRANCH of 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom in its capacity as Principal Paying Agent;

(4) THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH of Vertigo Building – Polaris, 2-4 rue Eugène Ruppert, L-2453, Luxembourg in its capacities as Custodian, Registrar, Authentication Agent and Transfer Agent; and

(5)  GOLDMAN SACHS INTERNATIONAL of Plumtree Court, 25 Shoe Lane, London EC4A 4AU, United Kingdom in its capacities as Calculation Agent, Dealer, Selling Agent, Swap Counterparty and Vendor,

all parties together, referred to as the “Parties” and relating to the Series 2021-06 USD 25,000,000 Range Accrual Notes due 2050 (the “Notes”). The amended terms of the Notes are as set out in Schedule C (Amended and Restated Pricing Supplement) to this Deed.

Whereas:

1. The Issuer has established its Limited Recourse Securities Programme (the “Programme”) for the issue of secured notes;
2. Pursuant to a trust instrument entered into between the Issuer and, inter alios, the Trustee dated 31 March 2021 (the “Original Trust Instrument”) the Issuer constituted and issued the Notes on the terms set out in the Original Trust Instrument;
3. Pursuant to a deed of amendment entered into between the Issuer and, inter alios, the Trustee dated 20 December 2021 (the “Deed of Amendment”), the Trust Instrument was amended and the Pricing Supplement scheduled to the Original Trust Instrument was amended and restated (the Original Trust Instrument as so amended and restated, the “Trust Instrument”);
4. The Trustee, acting with Holder Consent, has agreed with the Issuer to the Asset Exchange and Amendments set out in this Deed; and
5. The Parties have resolved to enter into this Deed of Release and Amendment for the purposes set out below.

It is agreed as follows:

1                    Interpretation

1.1 Definitions: Terms defined in this Deed have the meanings given to them in the Trust Instrument (which incorporates by reference the General Definitions Module dated 1 March 2021 (the “General Definitions”)). In addition, the provisions of the General Definitions relating to construction of certain references shall apply to this Deed as if set out herein. 
1.2 Additional Definitions: For the purposes of this Deed:

“Asset Exchange and Amendments” means the action and steps contemplated by Clause 2.1 (Asset Exchange and Amendments) and any other action necessary in order to give effect thereto.

“Effective Date” means 29 June 2023.

“Electronic Consent Request” means a notice delivered by the Issuer through Euroclear and Clearstream to the relevant accountholders, substantially in the form set out in Schedule A (Form of Electronic Consent Request) hereto, in which the Issuer requests Holder Consent.

“Holder Consent” means the Holders representing at least 75 per cent. of the aggregate principal amount of the Notes outstanding consenting to the Asset Exchange and Amendments which shall take effect as an Extraordinary Resolution pursuant to and in accordance with paragraphs 5(i)(iii) and 5(j) (Conduct of Business at Meetings) of Schedule 3 (Provisions for Meetings of Holders) of the Trust Terms Module, and have accordingly authorised, empowered, requested, directed, indemnified, exonerated and discharged the Trustee to enter into this Deed.

“Holder Notification” means a notice notifying the Holders of the Asset Exchange and Amendments, substantially in the form set out in Schedule B (Form of Holder Notification).

“Initial Charged Asset 1” has the meaning given to it in the Amended and Restated Pricing Supplement.

“Initial Charged Asset 2” has the meaning given to it in the Amended and Restated Pricing Supplement.

1 .3 Contracts (Rights of Third Parties) Act 1999: A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.

2. Asset Exchange and Amendments

2.1 Asset Exchange and Amendments: With effect from the Effective Date, the Parties agree that:

2.1.1 the Pricing Supplement in respect of the Notes set out within Schedule 1 of the Trust Instrument as amended and restated by the Deed of Amendment shall be further amended and restated in the form set out in Schedule C (Amended and Restated Pricing Supplement) hereto (the “Amended and Restated Pricing Supplement”);

2.1.2 the Initial Charged Asset 1 will be released from the security constituted by the Trust Instrument and the Luxembourg Pledge (without recourse to, or representation or warranty by, the Trustee) and, in exchange therefor, the Initial Charged Asset 2 shall become charged and pledged under, respectively, the Trust Instrument and the Luxembourg Pledge and accordingly shall constitute the Initial Charged Assets in relation to the Notes; and 

2.1.3 the Swap Agreement in relation to the Notes as modified and supplemented to the extent set out in the Pricing Supplement including by the Interest Rate Swap Confirmation appended in Part D (Swap Agreement Confirmation Terms) to the Pricing Supplement shall be amended and restated in the form set out in the Amended and Restated Pricing Supplement including by the Interest Rate Swap Confirmation appended in Part D (Swap Agreement Confirmation Terms) to the Amended and Restated Pricing Supplement.

2.2 Effect: The various steps contemplated by Clause 2.1 (Asset Exchange and Amendments) shall take effect on the Effective Date and the Trust Instrument shall, from the date of this Deed, be construed accordingly. Except as provided herein, the Trust Instrument remains in full force and effect and the Asset Exchange and Amendments do not affect any of the rights or obligations that have arisen from the Trust Instrument prior to the date of this Deed.

2.3 Holder Notification: The Principal Paying Agent is hereby instructed by the Issuer to notify the Holders of the Asset Exchange and Amendments by delivering the Holder Notification in accordance with Condition 15 (Notices).

2.4 Registered Global Security: The Registrar shall, on behalf of the Issuer, attach the Amended and Restated Pricing Supplement to a copy of the signed master Registered Global Security in place of the Pricing Supplement.

3                    Settlement

3.1         The Issuer shall procure that, and hereby instructs the Custodian that, the settlement of the purchase of the Initial Charged Asset 2 from the Vendor and the delivery of the Initial Charged Asset 1 to the Vendor is effected on behalf of the Issuer pursuant to, and in accordance with, the terms set out in this Clause 3 (as may be amended and/or supplemented by the Dealer and/or the Vendor, as applicable) (the “Settlement Instructions”), notwithstanding anything to the contrary in the Sale Agreement:

Purchase of Initial Charged Asset 2

(i) Delivery of Initial Charged Asset 2 to the Custodian on behalf of the Issuer:

ISIN: US46513JB593

Trade Date in respect of the restructuring: 06 June 2023

Settlement Date: 29 June 2023

Currency: United States Dollar (“USD”)

Notional Amount: USD 31,500,000

Transfer from: EC 94589

Transfer to: 27017

Transfer Basis: Delivery Free of Payment

(ii) Delivery of Initial Charged Asset 1 to the Vendor by the Custodian on behalf of the Issuer:

ISIN: US46513JB429

Trade Date in respect of the restructuring: 06 June 2023

Settlement Date: 29 June 2023

Currency: USD

Notional Amount: USD 31,500,000

Transfer from: 27017

Transfer to: EC 94589

Transfer Basis: Delivery Free of Payment

 

3.2         Notwithstanding anything to the contrary in the Sale Agreement, the consideration for the Initial Charged Asset 2 payable on the Settlement Date will be satisfied by the delivery by the Custodian on behalf of the Issuer of USD 31,500,000 principal amount of Initial Charged Asset 1 as described in the Settlement Instructions.

3.3         The Trustee hereby authorises and the Custodian hereby agrees to the Issuer’s instruction that the purchase of the Initial Charged Asset 2 from the Vendor and the delivery of the Initial Charged Asset 1 to the Vendor is effected on behalf of the Issuer pursuant to, and in accordance with, the Settlement Instructions and Clause 3.2 above.

3.4         The Issuer hereby instructs the Trustee to agree to the Asset Exchange and Amendments and to give the authorisation to the Custodian referred to in Clause 3.3.

4. Consent

4.1 Holder Consent: The Issuer has delivered, on or prior to the date hereof, the Electronic Consent Request (the voting deadline provided therein was extended pursuant to a further notice dated 27 June 2023 and thereby the Effective Date (as defined in the Electronic Consent Request) was extended to 29 June 2023) requesting Holder Consent and has received the requisite responses to authorise the Asset Exchange and Amendments.

4.2 Consent of the Trustee: Having considered the Holder Consent received, the Trustee hereby agrees to the Asset Exchange and Amendments on the basis that the Trustee has received the approval of an Extraordinary Resolution and the consent of the Swap Counterparty referred to in Clause 4.4.

4.3 Acknowledgement of other Parties: The other Parties acknowledge (i) the Asset Exchange and Amendments and (ii) that the Trustee enters into this Deed with the approval of an Extraordinary Resolution.

4.4         Consent of the Swap Counterparty: Having considered the Holder Consent received, the Swap Counterparty hereby confirms it consents to the Asset Exchange and Amendments on the basis that the Trustee has received the approval of an Extraordinary Resolution.

4.5         Confirmation of security: The Issuer acknowledges and confirms that, with effect from the Effective Date, the Initial Charged Asset 2 shall become the Initial Charged Asset subject to the security created by the Trust Instrument and the Luxembourg Pledge and, without prejudice to such confirmation but for the avoidance of doubt, hereby also charges and pledges the Initial Charged Asset 2 pursuant to this Deed.

5. Entry into the Deed

The Issuer instructs the Custodian, Registrar, Transfer Agent, Authentication Agent, Trustee and Principal Paying Agent, to enter into this Deed.

6                    Limited Recourse and Non-Petition

6.1 Each of the parties to this Deed shall have recourse in respect of any claim only to the Secured Property, subject always to the security created by and the provisions of the Trust Instrument (as amended). Subject to the Trustee (or any Holder) having realised and/or enforced, as applicable, the Secured Property, such party shall not be entitled to take any further steps against the Issuer to recover any further sums once the Secured Property and the proceeds of realisation and/or realisation thereof, as applicable, have been exhausted for whatever reason and the right to claim in respect of such sums shall be extinguished in full and no debt shall be owed by the Issuer in respect thereof.

6.2 No party shall be entitled to exercise any right of set-off, lien, consolidation of accounts or other similar rights arising by operation of law against any person entitled to receive any payment or delivery under the Notes or against the Secured Property in respect of any other Series of Securities issued by the Issuer or any other assets of the Issuer (and each such party hereby waives all such rights) or to bring, institute or join with any other person in bringing, instituting or joining any administration, bankruptcy, insolvency, liquidation, winding-up or other similar actions of the Issuer.

6.3 The obligations of the Issuer under the Trust Instrument (as amended) are solely the corporate obligations of the Issuer. No recourse for payment of any obligation of the Issuer shall be had against any stockholder, employee, officer, director, affiliate, incorporator, manager or member of the Issuer.

6.4 The provisions of this Clause 6 prevail over all other provisions included herein and shall survive the termination of the Trust Instrument (as amended).

7                    Miscellaneous

7.1 Variation: No variation of this Deed shall be effective unless in writing and signed by, or on behalf of, each party.

7.2 Waiver: No failure to exercise, nor any delay in exercising, any right, power or remedy under this Deed or by law shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies (provided by law or otherwise). Any waiver of any breach of this Deed shall not be deemed to be a waiver of any subsequent breach.

7.3 Partial Invalidity: If at any time any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will, in any way, be affected or impaired.

7.4 Counterparts: This Deed may be executed in counterparts which, when taken together, shall constitute one and the same instrument.

8                    Governing Law and Jurisdiction

8.1 Governing Law: This Deed and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

8.3 Jurisdiction: The courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with this Deed and accordingly any legal action or proceedings arising out of or in connection with this Deed (“Proceedings”) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This Clause 8.2 is made for the benefit of each of the parties other than the Issuer and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

This deed of release and amendment is executed as a deed and delivered by the Issuer and the Trustee, the Principal Paying Agent, the Transfer Agent, Authentication Agent the Custodian and the Registrar and executed as a contract under hand by the Dealer, the Calculation Agent, the Selling Agent, the Vendor and the Swap Counterparty in the manner described therein on the date stated at the beginning of this Deed.

 

 

The Issuer
EXECUTED and DELIVERED as a DEED by	)
a duly appointed attorney for and on behalf of LUMINIS FINANCE PLC	) )
	)
	)	Attorney
in the presence of:	)
Signature of Witness	)
Name of Witness	)
Address of Witness	)

 

 

The Trustee
EXECUTED as a DEED by
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED	)
Acting by two Directors	)
Director   Director	)   )

 

The Dealer, Calculation Agent, Selling Agent, Vendor and Swap Counterparty
EXECUTED as a contract under hand for and on behalf of
GOLDMAN SACHS INTERNATIONAL
By:

 

The Principal Paying Agent
EXECUTED as a DEED for and on behalf of	)
THE BANK OF NEW YORK MELLON, LONDON BRANCH	)
By:	)
	)

 

The Custodian, Registrar, Authentication Agent and Transfer Agent
EXECUTED as a DEED for and on behalf of	)
THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH	)
By:	)
	)

 

Schedule A to the Deed of Release and Amendment

Form of Electronic Consent Request

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Schedule B to the Deed of Release and Amendment

Form of Holder Notification

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Schedule C to the Deed of Release and Amendment

Amended and Restated Pricing Supplement

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