BROKERCREDITSERVICE STRUCTURED PRODUCTS PLC - Consent - Launch

Brokercreditservice Structured Products PLC - Consent Offer Launch - XS1943597994, XS2028880115, XS2212035690, XS2225424303, XS2244322322, XS2267886971, XS2321680998, XS2058684619, XS2072914125, XS2091667043, XS2091672803, XS2143253495, XS2181436796, XS2194483769

03 MAY 2023

Full announcement available via Euronext

"Pursuant to the Consent Solicitation Memorandum No. 1 dated 3 May 2023 and the Consent Solicitation Memorandum No. 2 dated 3 May 2023 (each, the "Memorandum" and collectively, the "Memoranda"), the Issuer is soliciting consents of the holders of the Notes specified below (the "Notes" and the "Noteholders", respectively) to the proposals set out herein and in the relevant Memorandum (the "Proposals") to be approved by extraordinary resolutions of the Noteholders (the "Extraordinary Resolutions") adopted pursuant to the terms thereof and the provisions of Schedule 2 (Provisions for Meetings of Noteholders) of the relevant Fiscal Agency Agreement (as defined in the relevant Memorandum).

Terms defined in the Fiscal Agency Agreements or the Memoranda shall have the same meaning herein unless the context requires otherwise."

"1. Background

The geopolitical turmoil which took place over the last 12 months and the consequences thereof, including the tightening of sanctions imposed by the US, EU, UK and some of the other jurisdictions, have resulted in a material deterioration of the financial markets globally and have caused a significant disruption of the international clearing and settlement infrastructure. These measures have negatively affected international debt securities of Russian issuers or securities otherwise connected to Russia (including Russian Ruble-denominated bonds and notes such as the Notes) and have resulted in some of the holders thereof not receiving payments when due or at all for the reasons not related to the issuers.

In particular, following Euroclear and Clearstream ceasing to transmit payments to NSD in early 2022 and in light of NSD’s subsequent designation as a Sanctions Restricted Persons, the holders of debt securities cleared through NSD have witnessed payments thereto being blocked by Euroclear and Clearstream for sanctions compliance purposes.

Furthermore, on 3 February 2023, Euroclear announced1 the full withdrawal of the Russian Ruble as a settlement currency with respect to all payments processed through Euroclear, thereby preventing the Issuer from performing its payment obligations under the Notes in accordance with the original terms thereof.

Accordingly, to allow smooth payment of principal, interest and any other amounts payable under the Notes and/or the exercise of the physical settlement option (if and when applicable to the relevant Series) going forward and safeguard operational flexibility for the Issuer in servicing the Notes while ensuring that the rights of the Noteholders to receive payments and/or other assets thereunder are not prejudiced, the Issuer is hereby seeking Consent by way of the Extraordinary Resolutions for the Proposals set out immediately below."

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***PREVIOUS OFFERS CAN BE SEEN BELOW**

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Brokercreditservice Structured Products PLC - Consent Offer Results

14 MARCH 2023

Full announcement available via Luxse.

"The Issuer hereby announces that at the Meeting held on 14 March 2023 with respect to the Notes in connection with the Consent Solicitation, the necessary quorum to consider the Extraordinary Resolution was present and the requisite number of votes were cast in favour of the Extraordinary Resolution. Accordingly, the Extraordinary Resolution was duly passed by the Noteholders and became effective on 14 March 2023.

In accordance with the terms of the Extraordinary Resolution, the Issuer intends to execute the Final Terms supplement as soon as possible and proceed with payment of the February 2023 Interest Amount, using 22 February 2023 as the record date, within 10 Business Days from the Extraordinary Resolution being passed."

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Brokercreditservice Structured Products PLC - Launch of Consent Offer on XS1675776014

10 MARCH 2023

Full announcement available via Luxse.

"Background

On 3 February 2023, Euroclear announced1 the full withdrawal of the Russian Ruble as a settlement currency with respect to all payments processed through Euroclear. Promptly upon Euroclear's announcement being published, the Issuer has engaged with the relevant third parties to seek alternative options, however, due to the announcement having been made shortly before the due date for the upcoming payment under the Notes and in light of this withdrawal, the interest under the Notes due and payable on 28 February 2023 (after giving effect to the Following Business Day Convention) (the "February 2023 Interest Payment Date") (the "February 2023 Interest Amount") was not paid thereon for the reasons beyond the Issuer's control and not related to the Issuer's solvency.

Accordingly, to allow smooth payment of the February 2023 Interest Amount and any other amounts payable under the Notes going forward and ensure that the rights of the Noteholders to receive such amounts are not prejudiced, the Issuer is hereby seeking Consent by way of the Extraordinary Resolution for:

1. the implementation of the fallback currency option for making payments under the Notes;

2. the deferral of the February 2023 Interest Payment Date; and

3. the waiver of certain breaches in connection with the deferral,

each as set out in more detail in the sub-section "Summary of the Proposals" immediately below."