1.1. Ïîëíîå ôèðìåííîå íàèìåíîâàíèå ýìèòåíòà: ÁðîêåðÊðåäèòÑåðâèñ Ñòðàê÷ýðä Ïðîäàêòñ ÏèÝëÑè (BrokerCreditService Structured Products Plc);
1.2. Ñîêðàùåííîå ôèðìåííîå íàèìåíîâàíèå ýìèòåíòà: ÁðîêåðÊðåäèòÑåðâèñ Ñòðàê÷ýðä Ïðîäàêòñ ÏèÝëÑè (BrokerCreditService Structured Products Plc);
1.3. Ìåñòî íàõîæäåíèÿ Ýìèòåíòà: Àãèàñ Ôèëàêñåîñ, 182, ÁÈÇÍÅÑ-ÖÅÍÒÐ ÊÎÔÒÅÐÎÑ, îôèñ 203, 3083, Ëèìàññîë, Ðåñïóáëèêà Êèïð;
1.4 Íàëîãîâûé èäåíòèôèêàòîð ýìèòåíòà â ñòðàíå ðåãèñòðàöèè: 12158664Z
1.5. Ðåãèñòðàöèîííûé íîìåð ýìèòåíòà â ñòðàíå ðåãèñòðàöèè: 158664
1.6. Àäðåñà ñòðàíèöû â ñåòè Èíòåðíåò, èñïîëüçóåìîé äëÿ ðàñêðûòèÿ èíôîðìàöèè: http://www.e-disclosure.ru/portal/company.aspx?id=35220;
1.7. Äàòà íàñòóïëåíèÿ îñíîâàíèÿ äëÿ ðàñêðûòèÿ ñîîáùåíèÿ: 20.01.2023
2.1. Ñîîáùåíèÿ è äîêóìåíòû, ðàñêðûòûå â ñîîòâåòñòâèè ñ èíîñòðàííûì ïðàâîì è/èëè ïðàâèëàìè èíîñòðàííîé ôîíäîâîé áèðæè, íà êîòîðîé öåííûå áóìàãè ïðîøëè ïðîöåäóðó ëèñòèíãà:
Èíôîðìàöèÿ, ñîäåðæàùàÿñÿ â íàñòîÿùåì ñîîáùåíèè, ïðåäíàçíà÷åíà äëÿ êâàëèôèöèðîâàííûõ èíâåñòîðîâ
BROKERCREDITSERVICE STRUCTURED PRODUCTS PLC
Office 203, Kofteros Business Center, 182, Agias Filaxeos, 3083, Limassol
Phone: +357 257 74044
E-mail: info@bcs-sp.com
www.bcs-sp.com
From: BrokerCreditService Structured Products plc (the “Issuer”)
To: The Noteholders
Cc: Citibank, N.A., London Branch
Citgroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom
Cc: Euronext Dublin
20 January 2023
NOTICE TO NOTEHOLDERS
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR ATTENTION. This notice contains important information which should be read carefully.
The distribution of this notice may be restricted by law in certain jurisdictions and persons into whose possession this notice comes are requested to inform themselves about, and to observe, any such restrictions.
If you have sold or otherwise transferred your entire holding(s) of Notes, please forward this document immediately to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Re: Series 2020-28 RUB 100,000,000 Share Linked Notes with Snowball Digital Coupon due November 2023 (ISIN: XS2242762651) (the “Notes”) under the EUR 20,000,000,000 Euro Medium Term Note Programme (the “Programme”)
Reference is made to the Terms and Conditions of the Notes.
Capitalised terms used but not otherwise defined herein shall have the meaning given to them under the Terms and Conditions of the Notes, or if not defined therein, under the Programme.
The Issuer hereby gives notice to the Noteholders that:
(i) Prior to the open of business on 22 December 2022, pursuant to the terms of the agreement and plan of merger dated 31 October 2022 by and among Abiomed, Inc. (“Abiomed”), Johnson & Johnson (“J&J”), and Athos Merger Sub, Inc. (the “Purchaser”), as amended and supplemented from time to time, (the “Merger Agreement”), (i) 57.1 per cent. of the then-outstanding Abiomed Shares were validly tendered and not properly withdrawn in the Purchaser’s tender offer for an upfront payment of USD380.00 per share in cash and a non-tradeable contingent value right (“CVR”) entitling a holder to receive up to USD35.00 per share in cash if certain commercial and clinical milestones are achieved; and (ii) the Purchaser was merged with and into Abiomed without a vote of Abiomed stockholders as a result of which the Abiomed Shares that were not tendered in the Purchaser’s tender offer were acquired by J&J and converted into the right to receive USD380.00 per share in cash and a CVR (the “Merger”).
More information on the Merger and the Merger Agreement is available at https://www.jnj.com/johnson-johnson-completes-acquisition-of-abiomed and https://contracts.justia.com/companies/abiomed-inc-11/contract/257993/.
In anticipation of the closing of the Merger, the Abiomed Shares were halted from trading on NASDAQ immediately following the after-hours session at 8 p.m. ET on 21 December 2022 and were suspended from trading on NASDAQ on 23 December 2022.
More information on the halt and suspension from trading on NASDAQ of the Abiomed Shares can be found at http://www.nasdaqtrader.com/TraderNews.aspx?id=eca2022-460.
(ii) Consequently, the Calculation Agent determined that a Merger Event, and therefore, an Extraordinary Event (the “Extraordinary Event”) had occurred with respect to the Notes, and the Issuer requested the Calculation Agent to determine a Substitute Share for the Abiomed Shares and, in line with the Share Linked Condition 2.1(a)(ii)(F), make such other determinations and adjustments to the Terms and Conditions and/or the Final Terms of the Notes as might be necessary to account for the Extraordinary Event.
(iii) As a result, the Calculation Agent notified the Issuer that it had determined that to account for the Extraordinary Event it is appropriate that, with effect from (and including) 21 December 2022 (the “Substitution Date”) the Terms and Conditions and the Final Terms of the Notes be adjusted as follows:
a) the Abiomed Shares shall be deemed to be replaced by the common stock of Johnson & Johnson (Bloomberg: JNJ US Equity; ISIN US4781601046) (the “J&J Shares”) and all references in the Final Terms to ‘Share’ in respect of the Abiomed Shares shall be construed to refer to the J&J Shares. Information of past and future performance and volatility of the J&J Shares can be found at https://www.nasdaq.com/market-activity/stocks/jnj;
b) the Exchange in respect of the J&J Shares shall be NYSE; and
c) the Underlying Reference Strike Price in respect of the J&J Shares shall be an amount equal to USD125.07, subject to adjustment and/or correction in accordance with the Terms and Conditions of the Notes, being the amount determined by the Calculation Agent in accordance with the following formula:
A x (B/C)
where:
“A” is the Closing Price of the J&J Shares on NYSE on the Substitution Date;
“B” is the Underlying Reference Strike Price of the Abiomed Shares; and
“C” is the Closing Price of the Abiomed Shares on NASDAQ on the Substitution Date.
BrokerCreditService Structured Products plc, as Issuer
3. Ïîäïèñü
3.1. Äèðåêòîð
(íàèìåíîâàíèå äîëæíîñòè óïîëíîìî÷åííîãî ëèöà ýìèòåíòà)
Àë¸íà Èîàííó
(ïîäïèñü) (È.Î. Ôàìèëèÿ)
3.2. Äàòà 20.01.2023