Results of EGM and Notice of Redemption of Notes (6517I)

TIDM65DV

RNS Number : 6517I

CHESS Capital Securities plc

17 June 2011

 
Company name  CHESS Capital Securities plc 
Headline      Results of EGM and Notice of Redemption

RNS Number:

CHESS Capital Securities plc

17 June 2011

CHESS Capital Securities plc

Notice to holders of

EUR125,000,000 Perpetual Tier-One Pass-Through Securities

(ISIN: XS0225592145)

(the "Noteholders" and the "Notes")

Results of EGM and Notice of Redemption of Notes

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

In accordance with normal practice, the Trustee expresses no opinion on the information contained in this Notice nor does the Trustee make any representation that all relevant information has been disclosed to holders of the Notes pursuant to this Notice. The Trustee recommends that the holders of the Notes who are in any doubt as to the impact of this Notice seek their own legal, financial or other professional advice immediately on receipt of this Notice.

Terms defined in the Conditions of the Notes shall have the same meaning in this Notice unless otherwise defined in this Notice.

Reference is made to the EUR125,000,000 4.830% Step-Up Guaranteed Non-Cumulative Perpetual Capital Securities of EBS Capital No. 1 S.A. ("EBS Capital" or the "Company") issued on 12 July 2005 (the "Capital Securities").

1. Results of EGM

CHESS Capital Securities plc (the "Issuer") hereby announces that on 14 June 2011 an extraordinary general meeting ("EGM") of the shareholders of EBS Capital was held at EBS Capital's registered office in Luxembourg, 2, avenue Charles de Gaulle at 5pm.

In this regard, the Company refers to an announcement by EBS Capital made on 15 June 2011, which can be found at the following link (the "EBS Capital Announcement"):

http://www.cisx.com/listedsecuritynewsdisplay.php?newsID=176678

The EBS Capital Announcement confirms that the following resolutions (the "Resolutions") were passed at the EGM:

(a) The approval, based on and following the direction of the Minister for Finance of Ireland dated 31 May 2011 addressed to EBS Building Society ("EBS") (the Company's parent) (the "Direction"), of the amendment of the terms of the Capital Securities to reduce the "Class B 1 Liquidation Preference" and "Class B 2 Liquidation Preference" (as defined in article 39 of the Articles of Association of EBS Capital (the "Articles")) payable on each Capital Security from the amount of EUR 1,000.- to EUR 100.- and the approval of the corresponding change of the definitions of "Class B1 Liquidation Preference" and "Class B2 Liquidation Preference" in Article 39 of the Articles.

(b) The approval of the amendment of the Articles by the insertion in Article 9 of the following new sub-paragraph 9.3 providing for a call option exercisable at any time by the Company on all Capital Securities at a discounted repurchase amount of EUR 100.- per Capital Security (the "Call Option"):

New sub-paragraph 9.3:

"Notwithstanding any other conditions provided for by these Articles to the contrary concerning the repurchase at the option of the Company of the Class B1 Shares and Class B2 Shares, the Company shall have the right to at all times upon the giving of not less than 5 calendar days notice (such notice to be given by way of registered letter to each shareholder holding on record Capital Securities) to repurchase all of the Class B1 Shares or Class B2 Shares, as the case may be, on the date specified in such notice at an amount equal to EUR 100.- per share. The consent of the IFSRA (the Financial Regulatory Department of the Central Bank of Ireland formerly known as the Irish Financial Services Regulatory Authority) shall be required for the Company to exercise the call option to repurchase the Capital Securities in accordance with this Article 9.3. No amount will be payable by the Company on such repurchase by way of, or in respect of, any accrued or deferred dividend, distribution or interest. Any accrued or deferred dividend, distribution or interest which would otherwise have become due and payable at the time of repurchase will not become payable and will be cancelled at such time, no claims may be made for any amount in respect thereof and such repurchase and cancellation shall not constitute an event of default or a Class B1 Capital Deficiency Event, a Class B2 Capital Deficiency Event or Class B2 Capital Disqualification Event as applicable."

The approval of the amendment of Article 30, last paragraph, of the Articles which shall forthwith read as follows:

"No meeting of the Shareholders will be required to approve a repurchase or the exercise by the Company of the call option provided by Article 9.3."

(c) The approval in accordance with the Articles of the provision of consent by the Company (as holder of all the outstanding Class B1 PIBS and Class B2 PIBS) to EBS (the issuer of the Class B1 PIBS and the Class B2 PIBS) in respect of amendments to the Class B1 PIBS and Class B2 PIBS necessary to enable the Company to exercise the Call Option and ensure compliance with the terms of the Call Option further to the Direction on the basis of the proposed amended terms of the Class B1 PIBS and amended terms of the Class B2 PIBS.

(d) The approval of a delegation to the Board of Directors to take any measure necessary, useful or required for the purpose of carrying out or implementing the foregoing resolutions including the granting of such powers of attorney as are required or necessary, in particular but not limited to the exercise by the Board of Directors upon the Direction and subject to IFSRA consent the Call Option provided for in Article 9.3 of the Articles.

The EBS Capital Announcement confirms that pursuant to and in accordance with Article 9.3 of the Articles of EBS Capital as amended following the passing of the Resolutions, EBS Capital is exercising the Call Option. In this regard, the EBS Capital Announcement confirms EBS Capital has given notice, effective 14 June 2011, to each of the then holders of the Capital Securities (including the Company) that EBS Capital will redeem all Capital Securities on 20 June, 2011 (the "Capital Securities Redemption Date").

The EBS Capital Announcement further confirms that pursuant to Article 9.3 of the Articles of EBS Capital, each Capital Security shall be redeemed on the Capital Securities Redemption Date at an amount equal to EUR 100 per Capital Security (the "Capital Securities Redemption Price"), being an amount equal to the Class B1 Liquidation Preference and the Class B2 Liquidation Preference (each as defined in the Articles of EBS Capital, (as amended)). In accordance with Article 9.3 of the Articles of EBS Capital, no amount will be payable in respect of, any accrued or deferred dividend, distribution or interest.

2. Notice of Redemption of Notes

In accordance with Condition 7(a)(ii) of the Notes, if EBS Capital is obliged to redeem the Capital Securities and does redeem the Capital Securities, the Issuer shall redeem the Notes by cash settlement ("Cash Settlement") at the Redemption Amount on the Business Day after the relevant date set for the redemption of the Capital Securities.

In accordance with Condition 7(c) of the Notes, the Redemption Amount, in the case of a Cash Settlement, will be the Optional Redemption Price or Liquidation Distribution (as the case may be) each as defined in the Capital Securities, in either case together with a proportionate amount received by the Issuer in respect of the Capital Securities which has not otherwise been distributed as interest to the Noteholders equal to the Relevant Proportion and following deduction (if applicable) of the Redemption Costs.

Pursuant to and in accordance with Condition 7(a)(ii) of the Notes, the Issuer hereby gives notice to each Holder of Notes that the Issuer will redeem all but not some only of the Notes by Cash Settlement on 21 June, 2011 (the "Note Redemption Date") at a Redemption Amount equal to EUR 100 per principal amount outstanding of the Notes and no amount will be payable in respect of, any accrued or deferred dividend, distribution or interest on the Note Redemption Date.

This Notice shall be effective and shall constitute a notice for the purposes of Condition 14 delivered in accordance with the Conditions.

Please contact Jacqueline O'Rourke c/o TMF Management (Ireland) Limited, 53 Merrion Square, Dublin 2, Ireland, Telephone: +353 1 614 6240 if you have any queries with regard to this Notice.

This notice is given by:

CHESS Capital Securities plc

c/o TMF Management (Ireland) Limited

53 Merrion Square

Dublin 2

Ireland

Dated: 17 June 2011

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