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DOLOMITE CAPITAL LIMITED - Notice Of Amendment In Respect Of Certain Trading Terms For German Financial Reference Entities - DLMC

Release Date: 25/03/2019 07:05
Code(s): DOL009 DOL012     PDF:  
 
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Notice Of Amendment In Respect Of Certain Trading Terms For German Financial Reference Entities - DLMC

DOLOMITE CAPITAL LIMITED
(incorporated with limited liability in the Cayman Islands under registration number 131853) (the Issuer)
Issuer Code: DLMC
(“the issuer” or “the company”)


NOTICE OF AMENDMENT IN RESPECT OF CERTAIN TRADING TERMS FOR GERMAN FINANCIAL
REFERENCE ENTITIES



 To:         Issuer:                  Dolomite Capital Limited                                             Fax: N/A
                                      PO BOX MP 10085
                                      3rd Floor Zephyr House
                                      122 Mary Street
                                      George Town, Grand Cayman
                                      KY1- 1009


                                      Attn: The Directors, Dolomite Capital Limited /
                                      spvgroup.cayman@apexfunds.ky


 To:         Trustee:                 HSBC Corporate Trustee Company (UK)                     Fax: +44 20 7991 4350
                                      Limited
                                      Level 27
                                      8 Canada Square
                                      London
                                      E14 5HQ

                                      Attn: CTLA Trustee Services Administration /
                                      ctla.trustee.admin@hsbc.com

 To:         Principal       Paying   HSBC Bank plc                                           Fax: +44 20 7260 8932
             Agent:                   8 Canada Square
                                      London E14 5HQ

                                      Attn: The Manager, Client Services, Paying
                                      Agency Desk, Corporate Trust and Loan Agency
                                      / ctla.payingagency@hsbc.com

 To:         Counterparty:            Merrill Lynch International                       Fax: +44 207 995 1829
                                      Merrill Lynch Financial Centre
                                      2 King Edward Street
                                      London EC1A 1HQ

                                      Attn:      Asset     Repack    Trading    /
                                      dg.asset_repack_trading@bankofamerica.com

                                                                                                       20 March 2019


Dear Sirs,




                                                           
Dolomite Capital Limited Series 13 EUR 4,000,000 Limited Recourse Floating Rate Credit Linked Secured Notes
due 2022 (XS1816338161) (the "Securities"): NOTICE OF AMENDMENT IN RESPECT OF CERTAIN
TRADING TERMS FOR GERMAN FINANCIAL REFERENCE ENTITIES

We refer to the above Securities and the ISDA Master Agreement entered into between Merrill Lynch International
(“MLI”) and Stratus Capital Public Limited Company (the “Issuer”) dated as of 16 May 2018 in relation to the Securities
(the ISDA Master Agreement), as supplemented by the credit derivative transaction (Reference: 18ML258024) (the
Transaction) evidenced by a swap confirmation (as amended and supplemented, the Swap Confirmation and, together
with the ISDA Master Agreement, the Swap Agreement). Terms not defined in this notice shall have the meaning ascribed
thereto by the Conditions of the Securities or the Swap Agreement, as applicable.

1.   Background

     On 21 July 2018, a change in German law allowed German banks to issue two types of senior unsecured debt
     obligations – senior preferred and senior non-preferred. On 26 November 2018, the Credit Steering Committee of
     the International Swaps and Derivatives Association, Inc. (ISDA) issued a statement regarding changes to the
     documentation practice for credit default swap transactions referencing German banks to allow for trading of credit
     derivative transactions on both senior preferred and senior non-preferred terms (in addition to subordinated terms).
     The statement can be found at the ISDA website (www.isda.org/2018/11/26/csc-statement-on-german-bank-cds/).

     In order for market participants to amend and update the documentation for existing credit derivatives transactions
     referencing affected Reference Entities that are currently outstanding, a market-wide protocol amendment agreement,
     the ISDA 2019 German Bank CDS was published by ISDA on 6 February 2019 (as may be amended and
     supplemented, the Protocol). The Protocol can be found at the ISDA website (www.isda.org/protocol/isda-2019-
     german-bank-cds-protocol). This amendment effected by the Protocol will not change the seniority of any affected
     credit derivative transactions but it ensures there is no documentation basis between legacy affected transactions
     (previously mapped to the "Standard European Financial Corporate" Transaction Type) and new transactions mapped
     to the "Standard European Senior Non Preferred Financial Corporate" Transaction Type once the documentation
     practice change takes effect.

     The Protocol became effective among adhering parties on 10 March 2019 (being the defined "Implementation Date"
     in the Protocol, the Protocol Implementation Date).

2.   Calculation Agent Amendment Rights

     Pursuant to: (a) Condition CL13(c) (Amendments of the Conditions in accordance with Market Convention) of the
     Conditions of the Securities; and (b) Part 5(r)) (Amendment in accordance with market convention) of the Swap
     Agreement, we, in our capacity as Calculation Agent, have determined that the amendments effected by the Protocol
     are necessary to reflect market practice for credit derivative transactions in respect of the relevant Reference Entities
     and that the Conditions of the Securities and the Swap Agreement shall therefore be amended to reflect the provisions
     of the Protocol, as if the Issuer and the Counterparty were adhering parties thereto.

     Accordingly, effective as of the Protocol Implementation Date, the Calculation Agent has determined that the
     particular amendments set forth below at Schedule 1 (Amendments) to the Protocol shall be made as if the Issuer and
     the Counterparty were each an "Adhering Party" to the Protocol and the Conditions and the Swap Confirmation shall
     be deemed to be amended accordingly.

3.   Limited recourse and non-petition

     MLI shall have recourse in respect of any claim only to the Mortgaged Property, subject always to the security created
     by and the provisions of the Trust Instrument and/or the Additional Charging Document and the provisions of this
     paragraph 8. Subject to the Trustee (or any Securityholder) having realised the Mortgaged Property, Party A shall not
     be entitled to take any further steps against Party B to recover any further sums in respect of the payment of any
     obligation of Party B once the Mortgaged Property and the proceeds of realisation thereof, as applicable, have been
     exhausted for whatever reason and the right to claim in respect of such sums shall be automatically extinguished. Any
     shortfall will be borne by Securityholders, the Trustee and Party A in accordance with the Security Ranking Basis set
     out and as defined in the Conditions (unless otherwise specified). Party A has not claimed or exercised and shall not

                                                              
    be entitled to exercise any right of set-off, counterclaim, security interest, lien, consolidation of accounts or other
    similar right arising by operation of law or otherwise against any person entitled to receive any payment under the
    Securities or against the Mortgaged Property in respect of any other Series of securities issued by Party B or any other
    assets of Party B (and Party A hereby waives all such rights) and undertakes to bring such security, and all other
    security created by the Trust Instrument and/or the Additional Charging Document, to the attention of any person
    dealing with the Mortgaged Property. Party A agrees that it shall not be entitled to petition or take any step for the
    winding-up of Party B. The obligations of Party B are solely the corporate obligations of Party B. No recourse for the
    payment of any obligation of Party B shall be had against any stockholder, employee, officer, director, affiliate,
    incorporator, manager or member of Party B provided that this shall not apply if it would be in breach of any legal or
    regulatory requirement of the applicable jurisdiction. The provisions contained in this clause shall survive any
    termination of the Agreement.


THE ABOVE AMENDMENTS ARE EFFECTIVE AS OF THE PROTOCOL IMPLEMENTATION DATE. NO
FURTHER ACTION NEEDS TO BE TAKEN BY THE ISSUER, THE COUNTERPARTY, THE TRUSTEE OR
ANY SECURITYHOLDER IN ORDER TO EFFECT THESE AMENDMENTS. PLEASE UPDATE YOUR
RECORDS ACCORDINGLY.



MERRILL LYNCH INTERNATIONAL
in our capacity as Calculation Agent




Johannesburg
22 March 2019

Debt Sponsor
The Standard Bank of South Africa Limited




                                                            

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