Rothschild & Co Continuation Finance B.V. - Consent Solicitation - Launch (LIBOR)

Rothschild & Co Continuation Finance B.V. (the Issuer) announces consent solicitation in respect of its U.S.$200,000,000 primary capital undated floating rate notes, guaranteed by Rothschild & Co Continuation Limited (GB0047524268) (the Notes)

22 JUNE 2023

Full announcement including disclaimers and offer restrictions available via Luxse (Source: Rothschild & Co. Continuation Finance B.V.)

"22 June 2023. The Issuer announces today an invitation (the Consent Solicitation) to holders of its Notes to change the reference rate for the Notes from US dollar LIBOR to SOFR, as proposed by the Issuer (the Proposal) for approval by extraordinary resolution of the Noteholders (the Extraordinary Resolution) at a meeting (including any adjourned such meeting) of the Noteholders (the Meeting), and as further described below."

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"Background to the Proposal

The Issuer and the Guarantor are proposing to amend the interest basis of the Notes to transition from US dollar 6-month LIBOR to SOFR. The amendment will change the reference rate from the Interest Payment Date falling on 29 September 2023 by adopting compounded daily SOFR in arrear, without observational shift, plus a spread adjustment of 0.42826 per cent. per annum (being the ISDA fallback spread adjustment for 6-month US dollar LIBOR published by Bloomberg and fixed as of 5 March 2021). The Margin will remain unchanged at 0.25 per cent.

The proposed adoption of the SOFR Methodology is considered by the Issuer and the Guarantor as appropriate and in line with regulators recommendations and current market practice and is intended to achieve (in so far as reasonably practicable) an economically neutral outcome as at the time of the transition. The amendments are being proposed in order to eliminate risk and uncertainty for the Noteholders. The proposed methodology is also in line with the ARRC recommendations.

The Notes continue to provide valuable long-term financing for the Rothschild & Co Group and it is not in the economic interests of the Group to call the Notes. The Proposal is therefore in-line with guidance and aims to provide an economically neutral outcome for Noteholders, removing any uncertainty and risk from the cessation of US dollar LIBOR. As a successful Consent Solicitation is in the interests of all parties a Consent Fee is being offered to Eligible Noteholders that submit Consent Instructions in favour of the Extraordinary Resolution before the Expiration Deadline."

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