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Societe Generale - Consent Solicitaiton - Results

NOTICE OF RESULTS OF CONSENT SOLICITATION -US83368JKF65/USF43628C650/US83367TBT51/USF8586CBU56


26 MAY 2023


Full announcement including disclaimers and offer restrictions available via Luxse


"Paris, France, May 26, 2023 – NOTICE IS HEREBY GIVEN to the holders of the Notes (the “Noteholders”) that the consent solicitation with respect to the modification of certain conditions of the Notes (such proposal in respect of a Series of Notes, the “Proposal”) for approval by the Noteholders (i) by written consent and (ii), to the extent required, by way of an extraordinary resolution (the extraordinary resolution in respect of a Series of Notes, an “Extraordinary Resolution”), as further described in the consent solicitation memorandum dated May 16, 2023 prepared by the Issuer (the “Consent Solicitation Memorandum”) (each such solicitation in respect of a Series of Notes, a “Consent Solicitation”) has been successful. Capitalized terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.


As of 5:00 p.m. New York time on May 25, 2023, the Issuer received, in respect of each Series of Notes, written consents in favor of the relevant Proposal from Noteholders representing a majority consisting of more than 50% in aggregate principal amount of the then outstanding Notes of such Series. Consequently, the Proposal in respect of each Series of Notes is deemed to have been approved.


As a result, the Terms and Conditions to the 2026 Notes shall be amended in order to insert a new Condition 19 (Acknowledgement of Bail-In and Write-Down or Conversion Powers) and the Terms and Conditions to the 2045 Notes shall be amended in order to insert a new Condition 18 (Acknowledgement of Bail-In and Write-Down or Conversion Powers).


The amendments to the Terms and Conditions shall be effective upon the execution of a Supplemental Agency Agreement in respect of each Series of Notes (the date of such execution, the “Amendment Date”), which is expected to take place on May 31, 2023.


The relevant Meetings for each Series of Notes will still be held, but the Extraordinary Resolution will not be considered or voted on at these Meetings."


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NOTICE OF CONSENT SOLICITATION BY WAY OF WRITTEN CONSENT AND SEPARATE MEETINGS -US83368JKF65/USF43628C650/US83367TBT51/USF8586CBU56


16 MAY 2023


Full announcement including disclaimers and offer restrictions available via Luxse



...


"BACKGROUND AND RATIONALE FOR THE PROPOSED AMENDMENTS


The Issuer has solicited written consents and convened the Meetings for the purpose of enabling the holders of the Notes to consider and resolve, if they think fit, to adopt the Proposal in relation to the relevant Notes.


Background to the proposed amendments to the Conditions


Article 55(1) of Directive 2014/59/EU, as amended (the “BRRD”), requires institutions to include “a contractual term by which the creditor or party to the agreement or instrument creating the liability recognises that the liability may be subject to the write-down and conversion powers and agrees to be bound by any reduction of the principal or outstanding amount due, conversion or cancellation that is effected by the exercise of those powers by a resolution authority” (a “Contractual Recognition of Bail-in Clause”) where (inter alia) such liability is governed by the law of a third country and is issued after the date on which the transposition of the BRRD into national law became applicable.


The Single Resolution Board (the “SRB”) — in its updated policy under the Banking Package for Minimum Requirement for Own Funds and Eligible Liabilities (“MREL”) published on May 20, 2020 and last updated on May 15, 2023 (the “MREL Policy”) — confirmed that the Article 55(1) requirement applies to Tier 2 instruments (“Tier 2 Capital”) governed by the law of a third country.


As a result of the UK’s withdrawal from the European Union and the end of the transitional period, English law has now become a third country law. On March 22, 2021, the SRB published a communication confirming that it will consider liabilities governed by English law without a Contractual Recognition of Bail-in Clause as eligible for MREL, if they were issued on or before November 15, 2018. However, this exemption is temporary and applies only until June 28, 2025. This has aligned the MREL treatment with the grandfathering provisions for regulatory capital purposes in Article 494b(2) of Regulation (EU) No 575/2013 (as amended, the “CRR”), with respect to compliance with Article 63(o) of the CRR (the “CRR Criteria” and, together with the “MREL Policy”, the “Applicable Regulations”).


Given that the 2026 Notes and the 2045 Notes were issued by the Issuer on August 19, 2016 and November 24, 2015, respectively, and that the terms and conditions of the Notes (the “Conditions”) are governed by English law (which, following the UK’s withdrawal from the European Union and the end of the transitional period, has now become a third country law), the Notes fall within the scope of the Applicable Regulations requiring the inclusion of a Contractual Recognition of Bail-in Clause.


Proposed Amendments and Rationale


Further to the SRB’s position as expressed in the updated MREL Policy and the communication of March 2021 described above, the Issuer is seeking the consent of the Noteholders of each Series to amend the relevant Conditions in order to introduce a Contractual Recognition of Bail-in Clause containing provisions that satisfy in full the requirements laid down in Article 44 (Contents of the contractual term required by Article 55(1) of Directive 2014/59/EU) of Commission Delegated Regulation (EU) 2016/1075 of March 23, 2016, as amended.


Such proposed amendments will bring the Conditions of the 2026 Notes and the 2045 Notes in line with the

Applicable Regulations.


Noteholders should note that Article 55(4) of the BRRD as transposed into French law specifies that the noninclusion of the bail-in clause in the contractual provisions governing a relevant liability shall not prevent the resolution authority from exercising the write down and conversion powers in relation to that liability.

Noteholders have already been advised that the Notes fall within the scope of bail-in under the BRRD and the implications thereof on the Notes, as explained in detail in (i) the risk factor headed “Risk Factors—Risks Relating to the Notes— French law and European legislation regarding the resolution of financial institutions may require the write-down or conversion to equity of the Notes or other resolution measures if the Issuer is deemed to meet the conditions for resolution” contained in the prospectus dated August 16, 2016 in relation to the 2026 Notes and (ii) the risk factor headed “Risk Factors—Risks Relating to the Notes—French law and European legislation regarding the resolution of financial institutions may require the write-down or conversion of the Notes to equity if the Issuer is deemed to be at the point of non-viability” contained in the prospectus dated November 18, 2015 in relation to the 2045 Notes. The proposed amendments are set out as the additional Condition 19 (Acknowledgement of Bail-In and Write- Down or Conversion Powers), in relation to the 2026 Notes, and the additional Condition 18 (Acknowledgement of Bail-In and Write-Down or Conversion Powers), in relation to the 2045 Notes, each in “Annex 2 – Amendments to the Terms and Conditions” of the Consent Solicitation Memorandum. Subject to approval of the Proposals by Noteholders of a given Series, the amendments to the relevant Conditions will be made, starting from the Amendment Date. A Supplemental Agency Agreement will also be entered into between the Issuer and the Fiscal Agent in order to document the amendments to the Conditions of each Series.


There will be no inter-conditionality among the relevant Proposals in respect of the 2026 Notes and the 2045 Notes; and the Issuer reserves the right, in its sole and absolute discretion, to implement the Proposal in respect of one Series without regard to whether the Proposal in respect of the other Series is also adopted.


The Issuer is undertaking the Consent Solicitation now in order to bring the Conditions of the Notes into compliance with the CRR Criteria for Tier 2 instruments and the MREL policy ahead of the end of thegrandfathering period on June 28, 2025."

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