Source - RNS
RNS Number : 0432M
Corsair Finance (IRELAND) DAC
07 October 2016
 

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 132

EUR 30,000,000 Notes Linked to Italian Government Bonds due 2044 (formerly known as EUR 30,000,000 Notes Linked to Spanish Government Bonds due 2041) (ISIN: XS1209171534) (the "Notes")

We refer to the Prospectus in respect of the Notes approved by the Central Bank of Ireland on 16 April 2015 (as amended) (the "Prospectus").

NOTICE IS HEREBY GIVEN that on 30 September 2016:

(i)         the title of the Notes was amended to "EUR 30,000,000 Notes Linked to Italian       Government Bonds due 2044";

(ii)        the Scheduled Maturity Date of the Notes was extended to   01 September 2044; and

(ii)        the terms and conditions of the Notes as set out in the section headed "Terms of the Notes" at pages 10 to 15 (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: 07 October 2016

For further information or enquiries, contact:

Deutsche International Corporate Services (Ireland) Limited

Attn: The Board of Directors

Telephone: +353 1 680 6000

 

 

 

ANNEX

 

Dated: 2 April 2015 as amended and restated on 26 April 2016 and further amended and restated on 30 September 2016 with effect from 30 September 2016

Second Amended and Restated Pricing Conditions

CORSAIR FINANCE (IRELAND) DESIGNATED ACTIVITY COMPANY (formerly known as Corsair Finance (Ireland) Limited)
Series 132
EUR 30,000,000
Notes Linked to Italian Government Bonds due 2044 (the "Notes")

under the
Programme for the Issuance of Notes and other Secured Obligations

PART A - CONTRACTUAL TERMS

The Notes are Regulation S Notes subject to Non-U.S. Distribution.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and are in bearer form and subject to U.S. tax law requirements, and no person has registered nor will register as a commodity pool operator of the Company under the U.S. Commodity Exchange Act of 1936 and the rules of the Commodity Futures Trading Commission thereunder. The Notes may not at any time be offered, sold or delivered in the United States or to, or for the account or benefit of, any person who is (x) a U.S. person (as defined in Regulation S under the Securities Act) or (y) not a Non-United States person (as defined in Rule 4.7 under the U.S. Commodity Exchange Act of 1936, but excluding, for the purposes of subsection (D) thereof, the exception to the extent that it would apply to persons who are not Non-United States persons). For a description of certain further restrictions on offers and sales of the Notes and distribution of the offering documentation with respect to the Notes, see the Programme Memorandum.

The Notes will not be rated.

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 THE 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. EACH PROSPECTIVE INVESTOR IN THE NOTES SHOULD HAVE SUFFICIENT FINANCIAL RESOURCES AND LIQUIDITY TO BEAR ALL OF THE RISKS OF AN INVESTMENT IN THE NOTES. 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 ASSETS AND OF THE COUNTERPARTY. INVESTORS MUST SATISFY THEMSELVES AS TO THE NATURE, IDENTITY AND CREDIT STATUS OF THE UNDERLYING OBLIGOR OF THE ORIGINAL CHARGED ASSETS AND THE COUNTERPARTY  AND THE EXTENT OF THE CREDIT EXPOSURE TAKEN.

DEFAULT OR SIMILAR EVENTS BY, OR IN RESPECT OF, THE UNDERLYING OBLIGOR OF ANY OUTSTANDING CHARGED ASSETS OR BY, OR IN RESPECT OF, THE COUNTERPARTY OR DEFAULT OR UNSCHEDULED PAYMENTS WITH RESPECT TO ANY 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 PRICING CONDITIONS DATED 2 APRIL 2015 AS AMENDED AND RESTATED ON 26 APRIL 2016, WITH EFFECT FROM 30 SEPTEMBER 2016, THE NOTEHOLDERS THEREBY RATIFY THE SELECTION OF EACH MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY, AS IDENTIFIED BELOW, AND CONFIRM 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 in effect as of the date of the Pricing Conditions dated 2 April 2015 (the "Original Pricing Conditions") in respect of the Company's Programme for the Issuance of Notes and other Secured Obligations and reproduced in the Programme Memorandum dated 22 December 2014 (the "Programme Memorandum"), and also to the terms and conditions set out below in the second amended and restated Pricing Conditions (such terms and conditions, the "Second Amended and Restated Pricing Conditions" in relation to the Notes), in each case as the same may be supplemented or varied by the provisions of any Global Note or Global Certificate (including any legend or capitalised text thereon) representing such Notes. With effect from 30 September 2016, these Second Amended and Restated Pricing Conditions shall supersede and replace the terms and conditions set out in the Amended and Restated Pricing Conditions dated 26 April 2016 and the Original Pricing Conditions. References in the Master Conditions to Pricing Conditions shall be deemed to be references to these Second Amended and Restated Pricing Conditions.

Terms defined in these Second Amended and Restated Pricing Conditions 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. In the event of any inconsistency between these Second Amended and Restated Pricing Conditions and the Master Conditions, these Second Amended and Restated Pricing Conditions shall govern.

The Confirmation in respect of the Swap Transaction was amended and restated on 30 September 2016 with effect from 30 September 2016. 

THESE SECOND AMENDED AND RESTATED PRICING CONDITIONS DO NOT CONSTITUTE FINAL TERMS FOR THE PURPOSES OF Article 5.4 of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, the "Prospectus Directive").

Company:

Corsair Finance (Ireland) Designated Activity Company (formerly known as Corsair Finance (Ireland) Limited)

Series Number:

132

Tranche Number:

1

Currency of Denomination:

Euro ("EUR")

Relevant Currency:

EUR

Aggregate Principal Amount:

EUR 30,000,000

Trade Date:

19 March 2015

Issue Date:

2 April 2015

Issue Price:

100 per cent.

Original Charged Assets:

The "Original Charged Assets" shall comprise the assets described at item (i) and (ii) below:

(i) EUR 16,800,000 principal amount of an issue by the Republic of Italy of 4.75 per cent. Buoni Poliennali del Tesoro fixed rate bonds due 2044, to be purchased on or about 30 September 2016 and identified below:

Underlying Obligor:                     The Republic of Italy

Asset:                                       EUR 16,800,000 4.75 per      cent. Buoni Poliennali del      Tesoro fixed rate bonds      due 2044

ISIN:                                         IT0004923998

Bloomberg Ticker:                      EJ6794667

Coupon:                                                4.75 per cent. per annum

Maturity:                                   01 September 2044

Currency:                                  EUR

Governing Law:                          Italian law

Business Activities:                    Sovereign

Listed on the following                Mercado Telematico delle
stock exchange:                        Obbligazioni

 

(ii) EUR 13,200,000 principal amount of an issue by the Republic of Italy of Zero Coupon Buoni Poliennali del Tesoro Principal Strip due 2044, to be purchased on or about 30 September 2016 and identified below:

Underlying Obligor:                The Republic of Italy

Asset:                                  EUR 13,200,000 Zero Coupon Buoni Poliennali del Tesoro Principal Strip due 2044

ISIN:                                    IT0004976848

Bloomberg Ticker:                 EK0225855

Coupon:                               Not Applicable

Maturity:                              01 September 2044

Currency:                             EUR

Governing Law:                     Italian law

Business Activities:               Sovereign

Listed on the following           Not listed

stock exchange:                  

Swap Agreement(s):

Yes

Credit Support Annex:

Yes.  The Credit Support Annex provides for credit support to be provided by the Company to the Counterparty and by the Counterparty to the Company.

Counterparty:

J.P. Morgan Securities plc

Dealer:

J.P. Morgan Securities plc

Initial Broker

Custodian:

J.P. Morgan Securities plc

The Bank of New York Mellon SA/NV, London Branch

Principal Paying Agent:

The Bank of New York Mellon, London Branch

Paying Agent:

The Bank of New York Mellon (Luxembourg) S.A.

Calculation Agent:

The Bank of New York Mellon, London Branch

Condition 1 (Form, Denomination and Title)

Form of Notes:

Bearer Notes

Temporary Global Note exchangeable for Permanent Global Note or Definitive Bearer Notes:

Yes, exchangeable for Permanent Global Note in the circumstances specified in the Temporary Global Note.

 

Certificates to be Issued:

Not Applicable

New Global Note:

No

Global Certificate under New Safekeeping Structure:

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)

 

Basis Period Dates:

The Specified Interest Payment Date falling on or about 30 October 2015 (the "First Basis Period Date"), the Specified Interest Payment Date falling on or about 30 July 2016 (the "Second Basis Period Date"), the Specified Interest Payment Date falling on or about 30 December 2016 (the "Third Basis Period Date"), the Specified Interest Payment Date falling on or about 30 January 2017 (the "Fourth Basis Period Date"), the Specified Interest Payment Date falling on or about 30 January 2020 (the "Fifth Basis Period Date"), and the Scheduled Maturity Date (the "Sixth Basis Period Date").

Interest Basis:

The Notes will bear interest:

(i)            during the First Basis Period at the fixed rate calculated in accordance with the provisions set out under "Fixed Rate" below;

(ii)           during the Second Basis Period at the fixed rate calculated in accordance with the provisions set out under "Fixed Rate" below;

(iii)          during the Third Basis Period at the fixed rate calculated in accordance with the provisions set out under "Fixed Rate" below;

(iv)          during the Fourth Basis Period at the fixed rate calculated in accordance with the provisions set out under "Fixed Rate" below;

(v)           during the Fifth Basis Period at the fixed rate calculated in accordance with the provisions set out under "Fixed Rate" below; and

(vi)          during the Sixth Basis Period at the variable rate calculated in accordance with the provisions set out under "Floating Rate" below.

No interest shall accrue in respect of the Notes for the period from and including the Second Basis Period Date to but excluding 30 September 2016.

Where:

"First Basis Period" means the period from and including the Interest Commencement Date to but excluding the First Basis Period Date.

"Second Basis Period" means the period from and including the First Basis Period Date to but excluding the Second Basis Period Date.

"Third Basis Period" means the period from and including 30 September 2016 to but excluding the Third Basis Period Date.

"Fourth Basis Period" means the period from and including the Third Basis Period Date to but excluding the Fourth Basis Period Date.

"Fifth Basis Period" means the period from and including the Fourth Basis Period Date to but excluding the Fifth Basis Period Date.

"Sixth Basis Period" means the period from and including the Fifth Basis Period Date to but excluding the Sixth Basis Period Date.

Fixed Rate:

Applicable, in respect of the First Basis Period, the Second Basis Period, the Third Basis Period, the Fourth Basis Period and the Fifth Basis Period.

Interest Rate:

In respect of the First Basis Period, 15.00 per cent. per annum.

In respect of the Second Basis Period, 1.20 per cent. per annum.

In respect of the Third Basis Period, 22.00 per cent. per annum.

In respect of the Fourth Basis Period, 1.20 per cent. per annum.

In respect of the Fifth Basis Period, 1.20 per cent. per annum.

Specified Interest Payment Dates:

In respect of the First Basis Period: 30 April 2015, 30 July 2015 and 30 October 2015.

In respect of the Second Basis Period: 30 January 2016, 30 April 2016 and 30 July 2016.

In respect of the Third Basis Period: 30 October 2016, 30 November 2016 and 30 December 2016.

In respect of the Fourth Basis Period: 30 January 2017.

In respect of the Fifth Basis Period: 30 January, 30 April, 30 July and 30 October in each year from and including 30 April 2017 to and including 30 January 2020.

Adjustment:

Not Applicable

Business Day Convention:

Following Business Day Convention.

Day Count Fraction:

30/360

Floating Rate:

Applicable, in respect of the Sixth Basis Period.

Specified Interest Payment Dates:

30 January, 30 April, 30 July and 30 October in each year from and including 30 April 2020 to and including 30 July 2044 and the Scheduled Maturity Date.

Interest Rate:

The Interest Rate for each Interest Period falling within the Sixth Basis Period (each a "Sixth Basis Interest Period") is the rate expressed as a percentage on a per annum basis and calculated by the Determination Agent in accordance with the formula specified below for each Sixth Basis Interest Period:

(2.15% - (1 × Floor))

subject to the Maximum Interest Rate and the Minimum Interest Rate specified below.

"Floor" means the greater of (a) 0.00 per cent.; and (b) 0.00 per cent. minus the Index Rate.

Minimum Interest Rate:

0.00 per cent. per annum.

Maximum Interest Rate:

2.15 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)

Item to be determined by reference to Index Rate:

Interest Rate in respect of each Sixth Basis Interest Period.

Determination Business Day Centre(s):

TARGET

Benchmark:

EURIBOR

Primary Source for Index Rate Quotations:

Reuters Screen EURIBOR01 Page

Designated Maturity:

3 months.

ISDA Equivalent:

EUR-EURIBOR-Reuters

Condition 10 (Redemption and Purchase)

Scheduled Maturity Date:

01 September 2044

Business Day Convention:

Following Business Day Convention.

Condition 12 (Payments and Talons)

 

Payment Business Day Centre(s):

TARGET

Other

 

Distribution Type:

Non-U.S. Distribution

Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature):

Yes; the first Talon will mature on the Specified Interest Payment Date falling on or about 30 October 2020, the second Talon will mature on the Specified Interest Payment Date falling on or about 30 January 2027, the third Talon will mature on the Specified Interest Payment Date falling on or about 30 April 2033 and the fourth Talon will mature on the Specified Interest Payment Date falling on or about 30 July 2039.

Details of any additions or variations to the Selling Restrictions:

Not Applicable

Noteholder Representative:

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 Second Amended and Restated Pricing Conditions does not form part of the Conditions.

Listing and admission to trading:

The Notes are admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Main Securities Market. No assurance can be given that such listing will be maintained.

Estimate of total expenses related to admission to trading:

EUR 1,741.20

Rating:

None

Method of issue of Notes:

J.P. Morgan Securities plc as individual Dealer at 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom.

Post-issuance Reporting:

The Company does not intend to provide any post-issuance reporting.

Authorisation:

The issue of the Notes was authorised by resolution of the board of directors of the Company passed on 30 March 2015.

Dealers' Commission(s) (Syndicated Issue):

None

Members of syndicate (Syndicated Issue):

Not Applicable

Common Code:

120917153

ISIN:

XS1209171534

Details of additional/alternative clearing systems:

Not Applicable

Intended to be held in a manner which would allow Eurosystem eligibility:

No

Whilst the designation is specified as "No" at the date of these Second Amended and Restated Pricing Conditions, should the Eurosystem eligibility criteria be amended in the future such that the Securities are capable of meeting them, the Notes may then be deposited with one of Euroclear or Clearstream, Luxembourg as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility criteria have been met.

 

 

 

 

 

 

 

 

 

 

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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