Source - RNS
RNS Number : 6876M
Voyce Investments Plc
17 October 2016
 

ANNOUNCEMENT

For Immediate Release                                                                                                                               17 October 2016

 


Voyce Investments p.l.c.

(the "Issuer")

Amendment and Restatement of Contractual Terms

 

 

The Directors of the Issuer wish to announce that on 13 October 2016 the contractual terms of the Issuer's Series No. 2013-25 EUR 75,000,000 Floating Rate Secured Senior Notes (the "Notes") were amended and restated (in the form set out in the Schedule hereto) pursuant to a Deed of Amendment entered into between the Issuer and BNY Mellon Corporate Trustee Services Limited, as Trustee, with the consent of the holders of 100% of the Notes.

 

 

 

 

Enquiries:

 

McCann FitzGerald Listing Services Limited                                                     

Tony Spratt

                                                                                                                                             

Phone:

+353 1 607 1367

 

 

SCHEDULE

CONTRACTUAL TERMS

Contractual Terms of the Notes as amended and restated on 13 October 2016

Voyce Investments p.l.c. 

(incorporated with limited liability in Ireland with registered number 426002)

Series No. 2013-25 EUR 75,000,000 Floating Rate Secured Senior Notes (the "Notes")
issued pursuant to the
€40,000,000,000 Programme for the issue of Notes
arranged by

KBC Bank NV

 

Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

 

 

 

PART A
CONTRACTUAL TERMS AND LISTING

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 11 September 2014 which constitutes a base prospectus for the purposes of Directive 2003/71/EC, as amended (the "Prospectus Directive"). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive.  Final Terms in respect of the Notes were issued on or about the relevant Issue Date.  This document sets out the contractual terms of the Notes as amended and restated on 13 October 2016.  References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.

Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.

The terms of the Notes are as follows:

1.

Issuer:

 

Voyce Investments p.l.c.

 

 

2.

(i)            Series No:

 

2013-25

 

 

 

(ii)          Tranche Number:

 

1

 

 

 

(iii)          Date on which Notes become fungible

 

The Notes shall be consolidated, form a single series and be interchangeable for trading purposes with each tranche of notes of the series referred to at paragraph 2(i) above that are in issue on the date of the amendment and restatement of these contractual terms

 

 

 

(iv)         Status

 

Long Series
 

Senior

 

 

 

(v)          Date Board approval for       Issuance of Notes obtained:

 

Not applicable

 

 

3.

Specified Denomination(s):

 

EUR     1,000 -  See also the Tradeable Amount in Part B of these Final Terms

 

 

4.

Relevant Currency:

 

EUR

 

 

5.

Principal Amount of:

 

 

 

 

 

(i)            Series:

 

EUR 75,000,000

 

 

6.

Issue Date:

 

09 July 2013 (Tranche 1)

 

 

7.

Issue Price:

 

100 per cent

 

 

8.

Net Proceeds:

 

Aggregate initial principal amount of each Tranche less an amount  equal to Dealer's commission and expenses related to admission to trading

 

 

9.

(i) Maturity Date:

 

the Interest Payment Date next following 1 January 2040

 

 

 

(ii) Optional Maturity Date Extension

(iii) Automatic Maturity Date Extension               

 

Applicable

Not Applicable

 

10.

Form of Notes:

 

Bearer

 

 

11.

Interest Basis:

 

Floating Rate

 

 

12.

Interest Commencement Date:

 

10 May 2013

 

 

13.

Interest Cessation Date:

 

Maturity Date

 

 

14.

Redemption Amount:

 

Principal Amount

 

 

15.

Early Redemption Amount:

 

Principal Amount

 

 

16.

Call Option:

 

Applicable

 

 

17.

Put Option:

 

Applicable

 

 

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

18.

Interest Payment Date(s):

 

10 November and 10 May of each year, subject to the Business Day Convention

 

19.

Fixed Rate Note Provisions

 

Not Applicable

 

20.

Floating Rate Note Provisions

 

Applicable

 

 

(i) Primary Source for Floating Rate:

 

Reuters

 

 

(ii) Benchmark:

 

Six-month Euribor

 

 

(iii) Reference banks:

 

KBC Bank NV, The Bank of New York Mellon and two other banks selected by the Calculation Agent at its discretion

 

 

(iv) Representative Amount:

 

None Specified

 

 

(v) Specified Duration:

 

None Specified

 

 

(vi) Relevant Financial Centre:

 

None Specified

 

 

(vii) Relevant Time:

 

None Specified

 

 

(viii) Margin:

 

 

 

 

(i)           in relation to all Interest Rates

 

+0.15 per cent. per annum

 

 

(ii)         in relation to specified  Interest Accrual Periods

 

Not Applicable

 

21.

Interest Determination Date:

 

Not Applicable

 

22.

Interest Period Date(s) (if applicable):

 

Interest Payment Dates

 

23.

Minimum Interest Rate (if applicable):

 

Not Applicable

 

24.

Maximum Interest Rate (if applicable):

 

Not Applicable

 

25.

Additional Interest

 

Applicable

 

26.

Business Day Convention:

 

Preceding Business Day Convention

 

27.

Relevant Business Day:

 

TARGET Business Day Business Day

 

28.

Day Count Fraction:

 

Actual/360

 

29.

Zero Coupon Provisions

 

Not Applicable

 

PROVISIONS RELATING TO REDEMPTION

30.

Redemption at the option of the Issuer:

 

Applicable

 

 

(i)      Issuer's Option Period:

 

Until the Maturity Date

 

 

(ii)    Optional Redemption Date(s):

 

16th or last day of any month subject to the Business Day Convention

 

 

(iii)    Redemption in part or in whole:

 

In Whole

 

31.

Redemption at the option of the Noteholders or other Noteholders' Option:

 

Applicable

 

 

(i)  Noteholders' Option Period:

 

Until the Maturity Date

 

 

(ii) Option available to all Noteholders:

 

Applicable

 

GENERAL PROVISIONS APPLICABLE TO THE NOTES

32.

Calculation Agent:

 

Bank of New York Mellon pursuant to the Agency Agreement

 

33.

Exchange of Global Note for Individual Certificates at the request of the holder:

 

Not Applicable

 

34.

Payment Business Day Centre (Condition 8(h)):

 

Dublin, Brussels and London

 

35.

Exchange:

 

 

 

 

(a)     Notes to be represented on issue by:

 

Permanent Global Note

 

 

(b)    Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:

 

Not Applicable

 

 

 

(c)     Permanent Global Note exchangeable for Definitive Bearer Notes:

 

Applicable

 

 

LISTING AND ADMISSION TO TRADING APPLICATION

The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in this document.  None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.

This document is hereby executed by or on behalf of the Issuer.

Voyce Investments p.l.c. 

 

 

By:         ..................................................
                Authorised Signatory

 

PART B
OTHER INFORMATION

1

LISTING

 

 

 

(i)      Listing:

 

Irish Stock Exchange p.l.c.

 

(ii)    Admission to trading:

 

Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date

2.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

 

(i) Reasons for the offer

 

See "Use of Proceeds and Expenses" wording in Base Prospectus

 

(ii) Estimated net proceeds

 

Aggregate initial principal amount of each Tranche less an amount  equal to Dealer's commission and expenses related to admission to trading

 

(iii)   Estimate of total expenses related to admission to trading:

 

EUR  250

3.

NOTIFICATION

 

Not Applicable

4.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

 

Save as discussed in "Subscription and Sale" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

5.

YIELD (Fixed Rate Notes only)

 

Not Applicable

6.

OPERATIONAL INFORMATION

 

ISIN Code:

 

XS0950410513

 

Common Code:

 

95041051

 

CUSIP Number:

 

Not Applicable

 

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme and the relevant identification number(s):

 

Not Applicable

 

Delivery:

 

Delivery free of payment

 

Names and addresses of additional Paying Agent(s) (if any):

 

 

Not Applicable

7.

GENERAL

 

The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[●] [●], producing a sum of (for Notes not denominated in euro):

 

Not Applicable

 

Tradeable Amount:

 

EUR  1,000

8.

SPECIFIC CHARGED ASSETS

 

Not Applicable

9.

DISTRIBUTION

(i)

Method of Distribution

 

Non-syndicated

(ii)

If syndicated:

(i)  Names and addresses of Managers and underwriting commitments:

 (ii)   Date of [Subscription] Agreement:

(iii)   Stabilising Manager(s) if any:

 

 

Not Applicable

Not Applicable

Not Applicable

 

(iii)

If non-syndicated, name of Dealer:

 

KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium

(iv)

Indication of the overall amount of the underwriting commission and of the placing commission

 

EUR  1,400

(v)

U.S. selling restrictions:

 

TEFRA C

(vi)

Non-exempt Offer:

 

Not Applicable

 

10.

TERMS AND CONDITIONS OF THE OFFER

(i)

Offer Price:

 

Issue Price

(ii)

Conditions to which the offer is subject:

 

Not Applicable

(iii)

The time period, including any possible amendments, during which the offer will be open and description of the application process:

 

Not Applicable

(iv)

Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

 

Not Applicable

(v)

Details of the minimum and/or maximum amount of application:

 

Not Applicable

(vi)

Details of the method and time limits for paying up and delivering the Notes:

 

Not Applicable

(vii)

Manner in and date on which results of the offer are to be made public:

 

Not Applicable

(viii)

Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:

 

Not Applicable

(ix)

Whether tranche(s) have been reserved for certain countries:

 

Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only

(x)

If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.

 

Not Applicable

(xi)

Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

 

Not Applicable

(xii)

Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

 

Not Applicable

(xiii)

Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:

 

KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium

 

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
 
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