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Invesco Mezzano B.V. (IRSH)

Invesco Mezzano B.V.

Notice to Noteholders
RNS Number : 7878X
Invesco Mezzano B.V.
13 February 2013
 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.  IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS IMMEDIATELY.

The date of this notice is 13 February 2013

INVESCO MEZZANO B.V.

(the Issuer)

€254,500,000 Class A Senior Floating Rate Notes due 2024

(represented by (i) a Regulation S Global Certificate (Common Code:  032449859 ISIN: XS0324498590), (ii) a Rule 144A Global Certificate (CUSIP:  61757CAA8 ISIN: US61757CAA80) and (iii) Regulation D Definitive Certificates (CUSIP:  61757CAB6 ISIN: US61757CAB63))

€10,500,000 Class B Deferrable Interest Floating Rate Notes due 2024

(represented by (i) a Regulation S Global Certificate (Common Code:  032449930 ISIN: XS0324499309), (ii) a Rule 144A Global Certificate (CUSIP:  61757CAC4 ISIN: US61757CAC47) and (iii) Regulation D Definitive Certificates (CUSIP:  61757CAD2 ISIN: US61757CAD20))

€19,250,000 Class C Deferrable Interest Floating Rate Notes due 2024

(represented by (i) a Regulation S Global Certificate (Common Code:  032450024 ISIN: XS0324500247), (ii) a Rule 144A Global Certificate (CUSIP:  61757CAE0 ISIN: US61757CAE03) and (iii) Regulation D Definitive Certificates (CUSIP:  61757CAF7 ISIN: US61757CAF77))

€10,000,000 Class D Deferrable Interest Floating Rate Notes due 2024

(represented by (i) a Regulation S Global Certificate (Common Code: 032450075 ISIN: XS0324500759), (ii) a Rule 144A Global Certificate (CUSIP:  61757CAG5 ISIN: US61757CAG50) and (iii) Regulation D Definitive Certificates (CUSIP:  61757CAH3 ISIN: US61757CAH34))

€16,750,000 Class E Deferrable Interest Floating Rate Notes due 2024

(represented by (i) a Regulation S Global Certificate (Common Code:  032450164 ISIN: XS0324501641), (ii) a Rule 144A Global Certificate (CUSIP:  61757CAJ9 ISIN: US61757CAJ99) and (iii) Regulation D Definitive Certificates (CUSIP:  61757CAK6 ISIN: US61757CAK62))

€39,450,000 Subordinated Notes due 2024

(represented by (i) a Regulation S Global Certificate (Common Code: 032450245 ISIN: XS0324502458), (ii) a Rule 144A Global Certificate (CUSIP:  61757CAL4 ISIN: US61757CAL46) and (iii) Regulation D Definitive Certificates (CUSIP:  61757CAM2 ISIN: US61757CAM29)

(the Notes)

On 21 June 2012, Moody's Investor Services (Moody's) downgraded the long-term rating of Deutsche Bank AG (DB) from "Aa3" to "A2" (the Downgrade Event) and affirmed its short-term rating as "P-1".

Under the Conditions of the Notes (the Conditions) found in the Trust Deed dated 30 October 2007 (as amended and/or restated from time to time) (the Trust Deed) and the agency agreement dated 30 October 2007 (as amended and/or restated from time to time) (the Agency Agreement)), Deutsche Bank AG, London Branch as Account Bank and Principal Paying Agent is obliged to maintain, inter alia, a long-term rating of at least "A1" by Moody's (the Required Rating).

Noteholders should be aware that both the current short-term and long-term ratings of DB are in line with Moody's current published criteria for supporting Aaa-rated transactions as set out in the publications entitled "The Temporary Use of Cash in Structured Finance Transactions: Eligible Investment Guidelines - Rating Implementation Guidance" dated 9 December 2008 and "The Temporary Use of Cash in Structured Finance Transactions: Eligible Investment and Bank Guidelines - Request for Comment" dated 2 July 2012.

Each Rating Agency has been notified of the modifications to be implemented by the Amendment Deed (as described below) and has made no objection to the same. Moody's has provided Rating Agency Confirmation that the Downgrade Event and the related modifications (as described below) will not result in a reduction or withdrawal of the current ratings of the Notes. In addition, Standard and Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. confirmed (in its press release dated 19 June 2012) that its ratings on structured finance transactions would not be affected by other rating agencies' downgrades of financial institutions which act as counterparties on those transactions. Accordingly, it is the Trustee's belief that the modifications to be implemented by the Amendment Deed (as described below) will not result in the reduction or withdrawal of the current ratings of the Notes.

On the basis of the Rating Agency Confirmation and considering that the proposed amendments would not be materially prejudicial to the interests of any Class of Noteholders or any other Secured Party, pursuant to an amendment deed among, inter alios, the Issuer and the Trustee dated 14 December 2012 (the Amendment Deed), the Trustee has  conditionally exercised its discretion to (i) consent to the modification of the Conditions and Agency Agreement in accordance with Clause 25 of the Trust Deed such that the long-term Required Rating applicable to DB in its capacity as Account Bank and Custodian has been modified from "A1" to "A2" by Moody's and (ii) waive any related technical breach of the Conditions and the Agency Agreement arising on or prior to such modification becoming effective.

Unless a significant proportion of Noteholders (by value) object to the modifications and waivers made under the Amendment Deed within 30 calendar days of the date of this notice, the modifications and waivers will remain in place and the Required Rating of DB as Account Bank and Principal Paying Agent will have been lowered from "A1" to "A2" by Moody's. Noteholders who wish to obtain further information in relation to the modifications outlined above and effected pursuant to the Amendment Deed should contact the Trustee by email or by post using the relevant address specified below and provide proof of their beneficial holding in the Notes within 30 calendar days from and including the date of this notice. Copies of the Amendment Deed are available for inspection by Noteholders at the address of the Trustee and at the registered office of the Issuer, in each case, as specified below.

All words and expressions used in this notice and not defined herein shall have the meaning given to such terms in the Conditions.

DEUTSCHE TRUSTEE COMPANY LIMITED

INVESCO MEZZANO B.V.

Trustee

Deutsche Trustee Company Limited

Winchester House

1 Great Winchester Street
London EC2N 2DB

Attention: Managing Director (TSS - ASFS)

Email: asfs_trustee@list.db.com

 

 

Issuer

Invesco Mezzano B.V.

Frederik Roeskestraat 123 1HG

1076 EE Amsterdam

The Netherlands

 

 

 

 

 

 

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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