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Notice re: Bear Stearns Warrant & Certificate Prog

27th Feb 2009 16:08

RNS Number : 0563O
JPMorgan Chase & Co
27 February 2009
 



NOTICE OF THE SUBSTITUTION OF AN ISSUER 

The Bear Stearns Companies LLC (formerly known as The Bear Stearns Companies Inc.)

Bear Stearns Bank plc

Bear Stearns Global Asset Holdings, Ltd.

Warrant and Certificate Programme

To the holders (the "Holders") of each series of warrants and certificates outstanding on the date of this notice (the "Securities") issued by Bear Stearns Global Asset Holdings, Ltd.  (the "Original Issuer") pursuant to:

(i) the terms of the applicable Relevant Securities Agreement (as defined in the Schedule hereto); and 

(ii) the Warrant Programme of The Bear Stearns Companies LLC (formerly known as The Bear Stearns Companies Inc. and referred to in this notice as "TBSCL") and Bear Stearns Bank plc ("BS Bank") (the "Warrant Programme"), or the Warrant and Certificate Programme of TBSCL, BS Bank and the Original Issuer (the "Warrant and Certificate Programme"), as the case may be (the Warrant Programme and the Warrant and Certificate Programme together shall be referred to herein as the "Programme"):

Pursuant to the terms and conditions of each series of Securities, BS Bank (the "Substitute Issuer") has agreed, at the request of the Original Issuer, to enter into a Deed Poll to be dated on or around 02 March 2009 pursuant to which the Substitute Issuer shall assume all of the rights and obligations of the Original Issuer ("Issuer Substitution") under, pursuant to or, as the case may be, in respect of each series of Securities issued by the Original Issuer.

The Original Issuer hereby gives notice of the Issuer Substitution to the Holders, which shall take effect on or around 02 March 2009.

The Deed Poll shall, upon execution, be available for viewing at the offices of the Principal Security Agent specified below.

The Original Issuer hereby gives notice to the Holders that the terms and conditions of each series of Securities shall be amended pursuant to the provisions of a letter agreement to be dated on or around 02 March 2009 such that the requirement upon the Issuer to provide prior notice to Holders in respect of a substitution of Issuer shall be removed. The letter agreement shall, upon execution, be available for viewing at the offices of the Principal Security Agent specified below.

Principal Security AgentThe Bank of New York MellonOne Canada SquareLondon E14 5ALUnited Kingdom

Dated: 27 February 2009

 

SCHEDULE
Each of the following agreements shall be a "Relevant Securities Agreement" for the purposes of this notice:
(i) the Master Warrant Agreement dated 13 February 1998 between, inter alios, TBSCL, BS Bank and Bear, Stearns International Limited ("Calculation Agent");
(ii) the amended and restated Master Warrant Agreement dated 16 December 1999, between, inter alios, TBSCL, BS Bank and the Calculation Agent;
(iii) the first supplemental Master Warrant Agreement dated 6 July 2001, between, inter alios, TBSCL, BS Bank and the Calculation Agent;
(iv) the second supplemental Master Warrant Agreement dated 14 August 2002, between, inter alios, TBSCL, BS Bank and the Calculation Agent;
(v) the third supplemental Master Warrant Agreement dated 3 March 2004, between, inter alios, TBSCL, BS Bank and the Calculation Agent;
(vi) the fourth supplemental Master Warrant Agreement dated 24 March 2005, between, inter alios, TBSCL, BS Bank and the Calculation Agent;
(vii) the amended and restated Master Securities Agreement dated 16 May 2006, between, inter alios, TBSCL, BS Bank, the Original Issuer and the Calculation Agent; and
(viii) the amended and restated Master Securities Agreement dated 21 May 2007, between, inter alios, TBSCL, BS Bank, the Original Issuer and the Calculation Agent;
each executed in connection with the Programme.
This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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