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RNS Number : 9210A
Coriolanus Limited
07 August 2008
 



        Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB


7 August 2008


 

The Irish Stock Exchange

28 Anglesea Street

Dublin 2

Ireland


With a copy to:


Coriolanus Limited

5 Harbourmaster Place

Dublin 1

Ireland

(the 'Issuer')


Deutsche Trustee Company Limited

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

(the 'Trustee')


Dear Mr Pastore,

Notice of Amendment: Coriolanus Limited Series 100 EUR 64,000,000 Credit Linked Variable Rate Secured Notes due 2013 (ISIN: XS0344552442) (the 'Notes') issued under the EUR 10,000,000,000 Secured Note Programme (the 'Programme')

We refer to (i) the Notes constituted and secured by a Trust Instrument dated 20 February 2008 entered into, inter alia, between the Issuer and the Trustee and (ii) the Prospectus dated 7 March 2008 (the 'Prospectus'). The Issuer has amended the Trust Instrument, the Terms and Conditions of the Notes and the Credit Default Swap Agreement each dated 20 February 2008 by entering into a First Supplemental Trust Instrument and an Amended and Restated Credit Default Swap Confirmation, both dated 7 August 2008 having received Noteholders' consent on 7 August 2008.

The Prospectus shall be deemed to be amended with effect from 7 August 2008 by:

In all other respects the Prospectus shall remain unchanged and in full force and effect.

In our capacity as Listing Agent, we hereby give you notice of these amendments.

Any capitalised term not otherwise defined in this letter will have the meaning, if any, assigned to such term in the Trust Instrument. 


Yours sincerely,


DEUTSCHE BANK AG, LONDON BRANCH


By:                        By:


Name:                        Name:

 

  ANNEX 

AMENDED AND RESTATED CREDIT DEFAULT SWAP CONFIRMATION 

Date:    7 August 2008


To:    Coriolanus Limited


From:    Deutsche Bank AG, London Branch


Re:    First-to-Default Credit Default Swap relating to the Coriolanus Limited Series 100: EUR64,000,000 Credit Linked Variable Rate Secured Notes due 2013 (ISIN Code: XS0344552442) (the Notes).


Dear Sirs,


The purpose of this letter (this Confirmation) is to amend and restate the terms and conditions of the Credit Derivative Transaction entered into between Deutsche Bank AG, London Branch (Party A) and Coriolanus Limited (Party B) on the Trade Date specified below (the Transaction). This Confirmation constitutes a 'Confirmation' as referred to in the ISDA Master Agreement specified below and supersedes and replaces the Confirmation entered into between Party A and Party B on 20 February 2008 in respect of the Transaction. 


The definitions and provisions contained in the 2003 ISDA Credit Derivatives Definitions as supplemented by the May 2003 Supplement to the 2003 ISDA Credit Derivative Definitions each as published by the International Swaps and Derivatives Association, Inc., (together, the Credit Derivatives Definitions) and modified as set out herein, are incorporated into this Confirmation. In the event of any inconsistency between the Credit Derivatives Definitions and this Confirmation, this Confirmation will govern.


This Confirmation supplements, forms part of and is subject to the ISDA Master Agreement and schedule thereto dated as of 20 February 2008 (as the same may be amended, modified or supplemented from time to time, the Agreement) entered into between you and us by our execution of the trust instrument dated 20 February 2008 between us and certain other persons for purposes including constituting the Notes and prescribing the Conditions (as the same may be amended, modified or supplemented from time to time, the Trust Instrument). All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below.


Words and expressions defined in the Terms and Conditions of the Notes (as the same may be amended, modified or supplemented from time to time, the Conditions) shall bear the same meanings in this Confirmation and in the event of any inconsistency between words and meanings defined in the Conditions and words and expressions defined in this Confirmation, this Confirmation will govern.


Except as provided in paragraph 3 of this Confirmation, the Settlement Terms shall apply solely to one Reference Entity, which shall be the first Reference Entity with respect to which an Event Determination Date occurs or, if an Event Determination Date occurs in respect of more than one Reference Entity on the same day, the Reference Entity in respect of which the Credit Event Notice was first delivered on such day (such entity, the Affected Reference Entity). 


The Terms of the Transaction to which this Confirmation relates are as follows:


general terms:



Trade Date:

28 January 2008

Effective Date:

20 February 2008

Scheduled Termination Date:

20 March 2013

Floating Rate Payer

Coriolanus Limited (the Protection Seller)

Fixed Rate Payer:

Deutsche Bank AG, London Branch (the Protection Buyer)

Calculation Agent:

Deutsche Bank AG, London Branch

Calculation Agent City:

London

Reference Entity:

Each entity identified as such in Schedule A and, in each case, any Successor.  Each Reference Entity has been designated as a particular Entity Type in Schedule A. References in this Confirmation to Standard Terms means, in respect of a Reference Entity, the corresponding standard terms specified in Schedule B.

Reference Obligation:

The obligation identified as such in respect of a Reference Entity in Schedule A.

Reference Price:

100 per cent.

Substitution:

Not Applicable.  

All Guarantees:

Applicable.

Business Day Convention:

Modified Following.

Business Days:

London, New York and TARGET Settlement Days.

2.    FIXED PAYMENTS:


Calculation of Fixed Amounts:

For the purposes of calculating any Fixed Amount, the Fixed Rate Payer Calculation Amount shall be equal to the aggregate of the Fixed Rate Payer Calculation Amounts applicable to each day of the relevant Fixed Rate Payer Calculation Period, divided by the number of days in such Fixed Rate Payer Calculation Period.

Fixed Rate Payer Calculation Amount:

EUR64,000,000 provided however that, upon the occurrence of an Event Determination Date in respect of a Reference Entity, the Fixed Rate Payer Calculation Amount shall be deemed reduced to zero, or, as the case may be, by the aggregate Exercise Amount as of and from the last day of the immediately preceding Fixed Rate Payer Calculation Period (or, in the case of the occurrence of such Event Determination Date during the first Fixed Rate Payer Calculation Period, as of and from the day immediately preceding the first day of such Fixed Rate Payer Calculation Period).

Fixed Rate:

0.66 per cent. per annum.

Fixed Rate Payer Payment Dates:

Notwithstanding Section 2.10 of the Credit Derivatives Definitions, each Fixed Rate Payer Period End Date scheduled to fall in March, June, September and December of each year, provided that the final Fixed Rate Payer Payment Date shall fall on the final Fixed Rate Payer Period End Date, in each case subject to adjustment in accordance with the Modified Following Business Day Convention.

Fixed Rate Payer Period End Dates:

Each Interest Payment Date as specified in the Conditions, provided that:

(i) the first Fixed Rate Payer Calculation Period will start on the Effective Date and end on 20 March 2008; and

(ii) the final Fixed Rate Payer Calculation Period will end on, but exclude, the earlier to occur of (i) the Scheduled Termination Date and (ii) the Fixed Rate Period End Date immediately preceding the date on which an Event Determination Date occurs.

Fixed Rate Day Count Fraction:

Actual/360


3.    FLOATING PAYMENTS:


Floating Rate Payer Calculation Amount:

With respect to any day, EUR64,000,000 minus the aggregate of all Exercise Amounts as of 4:00p.m. Calculation Agent City time on such day.

Exercise Amount:

Where an Event Determination Date occurs and Restructuring is the only Credit Event specified in the Credit Event Notice (the Reference Entity to which such Credit Event relates, the Restructuring Reference Entity), 'Exercise Amount' shall mean the amount specified by the Notifying Party in accordance with Section 3.9 of the Credit Derivatives Definitions and the provisions contained in this Confirmation. If the Notifying Party elects to specify an Exercise Amount less than the then outstanding Floating Rate Payer Calculation Amount pursuant to Section 3.9 of the Credit Derivatives Definitions, the Notifying Party may thereafter (a) deliver further Credit Event Notices in respect of the Restructuring Reference Entity in accordance with Section 3.9 of the Credit Derivatives Definitions, and/or (b) deliver a Credit Event Notice in respect of the Restructuring Reference Entity specifying a Credit Event other than Restructuring and/or (c) deliver a Credit Event Notice in respect of any other Reference Entity specifying any Credit Event. If Restructuring is the only Credit Event specified in the Credit Event Notice in respect of such other Reference Entity, the provisions of this paragraph shall apply separately to such other Reference Entity.  If, in accordance with this paragraph, the Notifying Party delivers Credit Event Notices in respect of more than one Reference Entity, the Settlement Terms shall apply to each such Reference Entity.

With respect to (a) any Credit Event other than Restructuring or (b) any Credit Event in respect of any Reference Entity to which Section 3.9 of the Credit Derivatives Definitions shall not apply as stated in the applicable Standard Terms, the Exercise Amount shall be equal to the Floating Rate Payer Calculation Amount (and not a portion thereof).

Section 3.9(b) of the Credit Derivatives Definitions shall apply to each Credit Event Notice delivered by the Notifying Party that specifies an Exercise Amount that is less than the then outstanding Floating Rate Payer Calculation Amount, whether or not such Credit Event Notice is delivered under Section 3.9(a) of the Credit Derivatives Definitions.

Conditions to Settlement:

With respect to each Reference Obligation:

Credit Event Notice

    Notifying Party: Protection Buyer

    Notice of Publicly Available Information Applicable

The parties agree that, except as provided under 'Exercise Amount' above, the Settlement Terms shall apply in relation to the first Reference Entity in respect of which an Event Determination Date occurs (any such entity being the Affected Reference Entity as defined above).

Credit Events:

In respect of a Reference Entity, the Credit Events specified in the applicable Standard Terms.

Notice Delivery Period:

As defined in the Credit Derivatives Definitions, save that the reference to 'Effective Date' in the second line thereof shall be deemed to be deleted and replaced by a reference to 'Trade Date'. 

Obligation(s):

In respect of a Reference Entity, in accordance with Section 2.14 of the Credit Derivatives Definitions on the basis of the Obligation Category and the Obligation Characteristics specified in the applicable Standard Terms.

Excluded Obligation(s):

None

4.    SETTLEMENT TERMS:


Settlement Method:

Cash Settlement.  

ISDA Auction:

Notwithstanding the Credit Derivatives Definitions or anything else herein (subject to 'Alternative Cash Settlement' below), the Protection Buyer shall, upon the occurrence of an Event Determination Date, determine the Final Price in accordance with the below procedure. 

If, in respect of any Reference Entity for which an Event Determination Date has occurred but for which a Final Price has not yet been determined, the Protection Buyer notifies the Protection Seller that the International Swaps and Derivatives Association, Inc. or its agents will conduct an auction (or use any other published method) to determine a settlement price in respect of credit derivatives transactions referencing such Reference Entity (any such auction, an ISDA Auction):

I.     Article VII of the Credit Derivatives Definitions shall be deemed to be deleted;

II.    All the other provisions of this ' Settlement Terms' section, other than 'Settlement Currency', 'Cash Settlement Date' and 'Cash Settlement Amount,' will be deemed not to apply;

III.    the Final Price in respect of such Reference Entity shall be deemed to be the final settlement price determined pursuant to the ISDA Auction applicable to credit derivatives transactions for which the Reference Obligation under this Transaction would be considered a Deliverable Obligation (as defined in the terms applicable to the relevant ISDA Auction) and for which any Obligations that are Subordinate to the Reference Obligation under this Transaction would not be considered a Deliverable Obligation (as defined in the terms applicable to the relevant ISDA Auction); and

IV.    the Protection Seller shall, subject to Section 3.1 of the Credit Derivatives Definitions, deliver to the Protection Buyer the Collateral and the Protection Buyer shall pay to the Protection Seller an amount equal to the Credit Event Redemption Amount (as defined in the Trust Instrument) on the Cash Settlement Date. 

Alternative Cash Settlement:

In the event that no Final Price is published as a result of an ISDA Auction within 30 Business Days of the Event Determination Date or such ISDA Auction does not apply to the relevant Reference Obligation, the Calculation Agent may establish the Final Price in respect of a portfolio of obligations made up of the relevant Reference Obligation and/or any Deliverable Obligations and Article VII of the Credit Derivatives Definitions shall be deemed to be amended accordingly. 

Notwithstanding the provisions of Article VII of the Credit Derivatives Definitions, the Protection Buyer shall pay to the Protection Seller an amount equal to the Credit Event Redemption Amount (as defined in the Trust Instrument) and the Protection Seller shall deliver to the Protection Buyer the Collateral on the Cash Settlement Date.

Valuation Date:

Single Valuation Date: A date selected by the Calculation Agent no earlier than 45 Business Days and no later than 120 Business Days after the Event Determination Date.

Valuation Time:

11:00am in the principal trading market of the relevant Obligation.

Quotation Method:

Bid

Quotation Amount:

Floating Rate Payer Calculation Amount.  For the avoidance of doubt, the Quotation Amount may, following the occurrence of a Restructuring Credit Event, be the relevant Exercise Amount as determined in accordance with paragraph 3.

Dealers:

To be selected by the Calculation Agent in good faith and in a commercially reasonable manner provided that Deutsche Bank AG, London Branch shall in all cases be one of the selected Dealers.  Any firm quotation provided by Deutsche Bank AG, London Branch shall be the firm quotation that Deutsche Bank AG, London Branch would provide to a counterparty in the market, as determined in its sole and absolute discretion.

Settlement Currency:

EUR

Cash Settlement Date: 

3 Business Days after (i) the Valuation Date or (ii) if later, the date upon which the Final Price is determined.

Cash Settlement Amount:

Cash Settlement Amount shall have the meaning set out in the Credit Derivative Definitions.

Quotations:

Exclude Accrued Interest

Valuation Method:

Deliverable Obligations:

Highest

In respect of any Reference Entity, any obligation of that Reference Entity (either directly or, as provider of any Qualifying Guarantee) described by the Deliverable Obligation Category specified in Schedule B hereto and having the Deliverable Obligation Characteristics specified in Schedule B (in each case, as of the Valuation Date) and each Reference Obligation.

For the avoidance of doubt, there shall be no Physical Settlement in respect of this Transaction. Deliverable Obligations are used for valuation purposes only.

Notice and Account Details:


Contact Details for Notices:

Protection Buyer:

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London  EC2N 2DB


Attention: Correlation Trading Desk (Attn: Francis Maclean) 

tel : +44 (0) 20 7545 7800 

fax : +44 (0) 20 7545 4455


Protection Seller:

Coriolanus Limited

5 Harbourmaster Place

Dublin 1, Ireland


Attention: The Directors

Telephone: +353 1 680 6025

Facsimile: +353 1 680 6028


Copy to: 


Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB


Attention: Legal Department, Global Markets

Facsimile: +44 (0) 20 7545 8207

Account Details


Account Details of Protection Buyer:

EUR

Deutsche Bank Aktiengesellschaft, Frankfurt

SWIFT BIC Code: DEUTDEFF

Account Number: 925799900

- favour Deutsche Bank AG London

Account Details of Protection Seller:

EUR

Deutsche Bank Aktiengesellschaft, Frankfurt

SWIFT BIC Code: DEUTDEFF

Account Number: 9258153

- favour Coriolanus Limited - Series 100

Offices:


Protection Buyer:

London

Protection Seller:

Dublin


5.    SUCCESSOR PROVISIONS:


Treatment of Certain Succession Events:

Where any Reference Entity (the Surviving Reference Entity) (other than the Reference Entity that is subject to the Succession Event) would be a Successor to any other Reference Entity (the Legacy Reference Entity) pursuant to a Succession Event through the application of Section 2.2(a) of the Credit Derivatives Definitions (as amended below), and Substitution is not applicable, such Surviving Reference Entity shall be deemed a Successor to the Legacy Reference Entity. 



Amendments to Section 2.2 of the Credit Derivatives Definitions:

(1)    Section 2.2(h) of the Credit Derivatives Definitions shall be deemed to be amended as follows:

'Successor means, in relation to a Sovereign Reference Entity, any direct or indirect successor(s) to that Reference Entity irrespective of whether such successor(s) assumes any of the obligations of such Reference Entity as determined by the Calculation Agent acting in good faith and a commercially reasonable manner.'


(2)    Section 2.2(d) of the Credit Derivatives Definitions is replaced in its entirety with the following:

'(d)    Where:

(i)    a Reference Obligation has been specified with respect to a Reference Entity;

(ii)    one or more Successors to the Reference Entity have been identified; and

(iii)    any one or more Successors have not assumed the Reference Obligation,

a Substitute Reference Obligation will be determined in accordance with the provisions of Section 2.30 with respect to each such Successor.'


6. ADDITIONAL REPRESENTATIONS AND AGREEMENTS OF THE PARTIES


(A)    The Protection Buyer and the Protection Seller each represents to the other party on the Trade Date of the Transaction that:


(i)    it is entering into the Transaction evidenced hereby as principal (and not as agent or in any other capacity);


(ii)    the other party is not acting as a fiduciary for it;


(iii)    it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions based upon its own judgement and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the other party; and


(iv)    it is entering into the Transaction with a full understanding of the terms, conditions and risks thereof and it is capable of and willing to assume those risks. 


(B)    Partial Termination Upon Purchase of Notes

    If Protection Seller purchases any Notes held by Deutsche Bank AG, London Branch in accordance with Condition 8.5 of the Conditions, all or part of this Transaction will, on the date of such purchase, terminate and the obligations of the parties hereunder will terminate, in a proportion corresponding with the proportion which the aggregate Outstanding Principal Amount of the Notes so purchased bears to the aggregate Outstanding Principal Amount of all the Notes immediately prior to such purchase (the Applicable Proportion).  Such termination shall take effect through the reduction of the Floating Rate Payer Calculation Amount in the Applicable Proportion together with such other reductions and modifications as required by the Calculation Agent to give effect to the partial termination of the Transaction and no termination payment will be payable by either party in respect of such termination.

(C)    Early Redemption of the Notes

    If the Notes become subject to redemption under Condition 8.3 (Redemption for Taxation or Other Reasons), an Additional Termination Event in respect of this Transaction shall be deemed to have occurred, for the purposes of which the Protection Seller shall be the sole Affected Party.  Notwithstanding the provisions of Section 6(b) of, or the Schedule to, the Agreement, an Early Termination Date shall be deemed to be designated in respect of such Additional Termination Event as of such due date for redemption.  A termination payment may be payable in accordance with Section 6(e) of the Agreement.

7.    CONFIDENTIALITY


(a)    The Protection Buyer and the Protection Seller agree with the other that so long as either party has or may have any obligation under this Transaction, any information (Confidential Information) obtained from the other party with respect to this Transaction is subject to an obligation of confidentiality. Confidential Information shall exclude:


    (i)    information that was in the public domain before or at the date of this Transaction; and


    (ii)    information which becomes public knowledge after the date of this Transaction without any default hereunder on either party's part.


(b)    Notwithstanding anything contained herein, but subject to paragraph (c) below, it is understood that (1) either party may disclose Confidential Information (a) at the request of any regulatory, supervisory or governmental authority, institution or department having jurisdiction over the relevant party, (b) under court process or pursuant to any statutory or other legal requirement applicable to the relevant party, (c) to their respective employees, directors, affiliates, securities rating agencies, auditors or external counsel, (d) to any Noteholder or potential Noteholder or any other person, entity or authority whatsoever in connection with the issue of the Notes, including, without limitation, the offer, sale, purchase, listing, rating and redemption of any of the Notes from time to time or (e) to re-insurers or liquidity credit providers; and the Protection Buyer or the Protection Seller may disclose any Confidential Information to counterparties in hedging transactions in relation to the Reference Entities and any transferee or potential transferee of the Protection Buyer, the Protection Seller or counterparties in hedging transactions in relation to the Reference Entities, provided that prior to doing so such party shall have obtained from such entity an undertaking of confidentiality substantially similar to this paragraph 8.


(c)    Notwithstanding paragraph (b) above, it is hereby agreed that from the commencement of discussions with respect to this Transaction, either party to this Transaction (and any employee, representative, or other agent of any party to this Transaction) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. Each of the parties to this Transaction further acknowledges and agrees that: (i) the disclosure of the tax treatment or the tax structure of this Transaction is not limited in any manner by an express or implied understanding or agreement, oral or written, whether or not such understanding or agreement is legally binding; and (ii) it does not know or have reason to know that its use or disclosure of the information relating to the tax treatment or tax structure of this Transaction is limited in any other manner, such as where the transaction is claimed to be proprietary or exclusive, for the benefit of any person.


8.    THIS TRANSACTION NOT A CONTRACT OF INSURANCE

The parties confirm that this Transaction is not intended to be and does not constitute a contract of surety, insurance, guarantee or indemnity. The parties acknowledge that the payments to be made by the Protection Seller will be made independently and are not conditional upon the Protection Buyer sustaining or being exposed to risk or loss and that the rights and obligations of the parties hereunder are not dependent upon the Protection Buyer owning or having any legal, equitable or other interest in the Reference Obligations.

9.    GOVERNING LAW

This Confirmation will be governed and construed in accordance with English law.

10.     CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to this Transaction has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Transaction, but this does not affect any right or remedy of the third party which exists or is available apart from that Act.

11.    ROUNDING

All amounts payable by a party under this Transaction shall be rounded to the nearest cent (half a cent being rounded downwards).


Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us.







EXECUTION PAGE OF CREDIT DEFAULT SWAP CONFIRMATION -CORIOLANUS LIMITED SERIES 100





Yours sincerely,


DEUTSCHE BANK AG, LONDON BRANCH


By: __________________________________


Name:


Title:




By: __________________________________


Name:


Title:



CORIOLANUS LIMITED


By: _________________________


Name:


Title:




By: _________________________


Name:


Title:

  SCHEDULE A



Reference Entity

Reference Obligation

Entity Type

Republic of Italy

US465410AH18

Sovereign

Kingdom of Spain

ES0000012783

Sovereign

Ireland

XS0213301160

Sovereign

Kingdom of Belgium

BE0000295049

Sovereign

Republic of Portugal

PTOTEGOE0009

Sovereign



















SCHEDULE B


STANDARD TERMS



The Standard Terms relating to each Entity Type are set out in this Schedule B.



Credit Events

Failure to Pay

  Grace Period Extension: Not Applicable

Payment Requirement: USD1,000,000 or its equivalent in the relevant Obligation Currency as of the occurrence of the relevant Failure to Pay

Repudiation/Moratorium

Restructuring

Restructuring Maturity Limitation and Fully Transferable Obligation: Not Applicable

Modified Restructuring Maturity Limitation and Conditionally Transferable Obligation: Not Applicable

Default Requirement: USD10,000,000 or its equivalent in the relevant Obligation Currency as of the occurrence of the relevant Credit Event

Multiple Holder Obligation: Applicable

Obligation



Obligation Category:

Borrowed Money


Obligation Characteristics:

None


Exclude Accrued Interest

All Guarantees

Applicable

Deliverable Obligation


Deliverable Obligation Category:

Bond or Loan

Deliverable Obligation Characteristics:

Specified Currency: Standard Specified Currencies

Not Contingent

Assignable Loan

Consent Required Loan

Transferable

Maximum Maturity: 30 years

Not Bearer




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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