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Brokercreditservice Structured Products Plc - Consent - Launch

Brokercreditservice Structured Products PLC - Consent Offer Launch


24 MAY 2023


Full announcement available via Euronext


"Pursuant to the Consent Solicitation Memorandum dated 24 May 2023 (the "Memorandum"), the Issuer (with respect to the Guaranteed Series, acting together with FG BCS Ltd (the "Guarantor")) 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 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 Memorandum)."






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"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 (with respect to the Guaranteed Series, together with the Guarantor) is hereby seeking Consent by way of the Extraordinary Resolutions for the Proposals set out immediately below."


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