Arion Bank announces interim consent solicitation results

Chicago, Feb. 27 – Arion Bank hf provided interim results of its consent solicitation for its €300 million series 2021-1 tranche 1 0.05% fixed-rate covered bonds due Oct. 5, 2026 consolidated with €200 million series 2021-1 tranche 2 0.05% fixed-rate covered bonds due Oct. 5, 2026 (ISIN: XS2391348740) in an announcement.

Conditions are now favorable for the passing of the extraordinary resolution at the meeting scheduled for March 8.

Bondholders representing 80.97% of the bonds consented by the early deadline on 11 a.m. ET on Feb. 23.

The total reflects that all of the consent instructions submitted were in favor of the extraordinary resolution.

Participating bondholders are eligible to receive a payment in the amount of 0.025% of the nominal amount of covered bonds for which they submitted consent instructions.

The payment is still conditional on the instruction not being revoked, the extraordinary resolution being passed and satisfaction of the other consent conditions.

The expiration deadline for consent instructions from eligible bondholders or ineligible covered bondholder instructions is 5 a.m. ET on March 7.

Recap

As previously reported, the issuer is proposing to amend the bonds’ final terms and deed of covenant so that the bonds will no longer be rated by S&P Global Ratings and the covenants relating to credit ratings provided by S&P in respect of the bonds or the issuer will cease to apply.

The issuer noted that the bonds will continue to be rated by Moody’s Investors Service, and the covenants provided to support the rating from Moody’s and endorsed by Moody’s Deutschland GmbH will continue to apply. Also, the issuer has no obligation to maintain any credit ratings by S&P, and the proposed amendments will not change this.

The consent solicitation is open to persons who are not retail investors in either the European Economic Area or the United Kingdom.

The quorum at the meeting is one or more eligible persons representing not less than two-thirds of the outstanding nominal amount of the covered bonds. If the meeting is adjourned, the threshold will drop down to one-third of the outstanding bonds.

To pass at the meeting or any adjourned meeting, the extraordinary resolution requires a majority in favor consisting of at least 75% of the eligible persons voting at that meeting.

Based on the response by the early deadline, the first meeting is expected to be quorate.

Bank of New York Mellon, London Branch is the fiscal agent.

Barclays Bank Ireland plc (+44 20 3134 8515; eu.lm@barclays.com) is the solicitation agent.

Kroll Issuer Services Ltd. (attn.: Alessandro Zorza; +44 20 7704 0880; arionbank@is.kroll.com; https://deals.is.kroll.com/arionbank) is the tabulation agent.

Arion is a Reykjavik, Iceland-based bank.

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