Hitachi Capital America - RESULTS OF MEETINGS
Source: RNSTHIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
11 December 2020
ANNOUNCEMENT OF RESULTS OF MEETINGS
Hitachi Capital (UK) PLC
(incorporated with limited liability in England and Wales)
and
Hitachi Capital America Corp.
(incorporated with limited liability in the State of Delaware)
On 12 November 2020, Hitachi Capital (UK) PLC ("HCUK") and Hitachi Capital America Corp. ("HCA" and, together with HCUK, the "Issuers" and each an "Issuer") announced an invitation to eligible holders of their outstanding notes referred to in the Schedule to this announcement (each a "Series", each Series issued by HCUK, the "HCUK Notes", each Series issued by HCA, the "HCA Notes" and together, the "Notes") to consider and, if thought fit, approve the Proposals by means of separate Extraordinary Resolutions of the Holders of the HCUK Notes and the Holders of the HCA Notes, all as further described in the consent solicitation memorandum dated 12 November 2020 (the "Consent Solicitation Memorandum") (the "Consent Solicitation"). Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.
Results of the Meetings
The separate Meetings of the Holders of the HCUK Notes and the Holders of the HCA Notes took place earlier today.
At each Meeting a quorum was reached and the relevant Extraordinary Resolution was passed. In each case (and at each Meeting) the Eligibility Condition was satisfied.
|
Meeting of Holders of the HCUK Notes |
Meeting of Holders of the HCA Notes |
Percentage of principal amount outstanding (in respect of the HCUK Notes based on a U.S. dollar equivalent amount) in respect of which Consent Instructions or Ineligible Holder Instructions were submitted |
92.54% |
98.69% |
Percentage of votes on a poll in favour of the Extraordinary Resolution |
100% |
100% |
Instruction Fees
The relevant Issuer will pay the Instruction Fee described below to (i) each Holder who is (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise an Eligible Holder, and from whom a valid Consent Instruction in favour of the relevant Extraordinary Resolution was received by the Information and Tabulation Agent by the Early Instruction Deadline and (ii) each Ineligible Holder from whom a valid Ineligible Holder Instruction abstaining from voting in respect of the relevant Extraordinary Resolution was received by the Information and Tabulation Agent by the Early Instruction Deadline.
|
HCUK Instruction Fee |
HCA Instruction Fee |
Aggregate fee to be shared by Holders entitled to receive the Instruction Fee |
GBP 1,152,163.07 |
USD 191,500.06 |
Instruction Fee payable per Holder entitled to receive the Instruction Fee |
GBP 0.5656 per GBP 1,000 in principal amount of Notes |
USD 0.5066 per USD 1,000 in principal amount of Notes |
The exchange rates between (i) Sterling and (ii) each currency in which HCUK Notes are denominated determined by the Solicitation Agents on the Expiration Date are set out below:
Currency |
Exchange Rate to GBP |
AUD |
0.5549 |
CAD |
0.5852 |
CHF |
0.8425 |
CNY |
0.1146 |
EUR |
0.9069 |
HKD |
0.0966 |
JPY |
0.00719 |
USD |
0.7487 |
The Instruction Fee is expected to be paid on 18 December 2020 and will be paid (i) in the currency in which the relevant Notes are denominated (if applicable, on the basis of the relevant exchange rate as set out above) to eligible recipients of the Instruction Fee in respect of the HCUK Notes, and (ii) in U.S. dollars to eligible recipients of the Instruction Fee in respect of the HCA Notes.
This announcement is made by Hitachi Capital (UK) PLC (LEI: 549300P4PHVCL0EZU771) and Hitachi Capital America Corp. (LEI: SAG6K2J487EOB0C5BI47).
This announcement is released by the Issuers and contains information in relation to the Notes that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Notes. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Notice is made by Jeremy Johnson, Group Treasurer, Hitachi Capital (UK) PLC.
Further Information
Further details about the transaction can be obtained from:
The Solicitation Agents
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
United Kingdom
Telephone: +44 (0) 20 7577 4145
Email: Liability.Management@mufgsecurities.com
Attention: Liability Management Group
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 (0) 20 7678 5222
E-mail: liabilitymanagement@natwestmarkets.com
Attention: Liability Management
Information and Tabulation Agent
Morrow Sodali Ltd
E-mail: HitachiCapital@investor.morrowsodali.com
Consent Website: https://bonds.morrowsodali.com/HitachiCapital
London
Nations House, 9th floor
103 Wigmore Street
London W1U 1QS
United Kingdom
Telephone: +44 (0) 20 8089 3287
Attention: Debt Services
Hong Kong
Unit 106, Level 11
Two ChinaChem Central
26 Des Voeux Road Central
Telephone: +852 2158 8405
Attention: Debt Services
The Issuers
Hitachi Capital (UK) PLC
Hitachi Capital House
Thorpe Road
Staines-upon-Thames
Surrey TW18 3HP
United Kingdom
Fax: +44 20 8577 7775
Email: treasury@hitachicapital.co.uk and
jeremy.johnson@hitachicapital.co.uk
Attention: Company Secretary (with a copy to the Group Treasurer)
Hitachi Capital America Corp.
800 Connecticut Avenue
Norwalk
Connecticut 06854
United States of America
Fax: +1 203 956 3266
Email: ttakubo@hitachicapitalamerica.com and
msousa@hitachicapitalamerica.com
Attention: VP Treasurer (with a copy to: Treasury Specialist)
SCHEDULE
List of Notes
HCA Notes
Series No. |
Description |
ISIN |
Nominal Amount Outstanding |
522 |
USD 10,000,000 Fixed Rate Notes due 30 March 2021 |
XS1584040874 |
USD 10,000,000 |
591 |
USD 30,000,000 3.637 per cent. Fixed Rate Notes due 22 June 2021 |
XS1843234433 |
USD 30,000,000 |
597 |
USD 5,000,000 Fixed Rate Notes due 3 August 2021 |
XS1861555644 |
USD 5,000,000 |
599 |
USD 15,000,000 Fixed Rate Notes due 27 August 2021 |
XS1870312904 |
USD 15,000,000 |
600 |
USD 15,000,000 3.475 per cent. Fixed Rate Notes due 27 August 2021 |
XS1871136872 |
USD 15,000,000 |
601 |
USD 5,000,000 3.448 per cent. Fixed Rate Notes due 31 August 2021 |
XS1872356693 |
USD 5,000,000 |
598 |
USD 5,000,000 Fixed Rate Notes due 7 September 2021 |
XS1869456381 |
USD 5,000,000 |
611 |
USD 20,000,000 3.824 per cent. Fixed Rate Notes due 17 October 2021 |
XS1894626115 |
USD 20,000,000 |
509 |
USD 50,000,000 Floating Rate Notes due 25 October 2021 |
XS1506036257 |
USD 50,000,000 |
510 |
USD 5,000,000 Fixed Rate Notes due 25 October 2021 |
XS1508405112 |
USD 5,000,000 |
511 |
USD 5,000,000 Fixed Rate Notes due 26 October 2021 |
XS1506667325 |
USD 5,000,000 |
513 |
USD 10,000,000 Fixed Rate Notes due 8 November 2021 |
XS1509102932 |
USD 10,000,000 |
634 |
USD 30,000,000 Fixed Rate Notes due 15 March 2022 |
XS1963372021 |
USD 30,000,000 |
588 |
USD 10,000,000 3.533 per cent. Fixed Rate Notes due 13 June 2022 |
XS1837145389 |
USD 10,000,000 |
592 |
USD 10,000,000 3.545 per cent. Fixed Rate Notes due 27 June 2022 |
XS1846654090 |
USD 10,000,000 |
602 |
USD 5,000,000 Fixed Rate Notes due 6 September 2022 |
XS1875373638 |
USD 5,000,000 |
603 |
USD 5,000,000 Fixed Rate Notes due 7 September 2022 |
XS1876064038 |
USD 5,000,000 |
557 |
USD 4,000,000 Fixed Rate Notes due 9 November 2022 |
XS1714357149 |
USD 4,000,000 |
563 |
USD 8,000,000 3.118 per cent. Fixed Rate Notes due 2 February 2023 |
XS1761963278 |
USD 8,000,000 |
564 |
USD 5,000,000 Fixed Rate Notes due 6 February 2023 |
XS1765850489 |
USD 5,000,000 |
565 |
USD 10,000,000 Fixed Rate Notes due 6 February 2023 |
XS1766467721 |
USD 10,000,000 |
566 |
USD 7,000,000 3.17 per cent. Fixed Rate Notes due 9 February 2023 |
XS1768960863 |
USD 7,000,000 |
578 |
USD 5,000,000 3.52 per cent. Fixed Rate Notes due 9 May 2023 |
XS1819599082 |
USD 5,000,000 |
581 |
USD 20,000,000 Fixed Rate Notes due 30 May 2023 |
XS1827615243 |
USD 20,000,000 |
593 |
USD 4,000,000 Fixed Rate Notes due 18 July 2023 |
XS1856993313 |
USD 4,000,000 |
595 |
USD 10,000,000 3.571 per cent. Fixed Rate Notes due 31 July 2023 |
XS1860322335 |
USD 10,000,000 |
620 |
USD 5,000,000 Fixed Rate Notes due 20 November 2023 |
XS1912538508 |
USD 5,000,000 |
560 |
USD 5,000,000 Fixed Rate Notes due 27 November 2023 |
XS1721762323 |
USD 5,000,000 |
673 |
USD 50,000,000 1.904 per cent. Fixed Rate Notes due 12 June 2025 |
XS2186298811 |
USD 50,000,000 |
648 |
USD 15,000,000 2.535% Notes due 4 December 2025 |
XS2088657650 |
USD 15,000,000 |
HCUK Notes
Series No. |
Description |
ISIN |
Nominal Amount Outstanding |
576 |
EUR 50,000,000 0.02% Notes due 19 March 2021 |
XS1815317034 |
EUR 50,000,000 |
454 |
GBP 30,000,000 Floating Rate Notes due 1 April 2021 |
XS1048475286 |
GBP 30,000,000 |
638 |
EUR 30,000,000 Floating Rate Notes due April 2021 |
XS1975630366 |
EUR 30,000,000 |
639 |
EUR 20,000,000 Floating Rate Notes due 8 April 2021 |
XS1975974707 |
EUR 20,000,000 |
637 |
EUR 10,000,000 Floating Rate Notes due 10 April 2021 |
XS1971584419 |
EUR 10,000,000 |
573 |
CNY 80,000,000 Fixed Rate Notes due 16 April 2021 |
XS1792207927 |
CNY 80,000,000 |
496 |
USD 24,000,000 Floating Rate Note due 26 April 2021 |
XS1400223902 |
USD 24,000,000 |
497 |
USD 5,000,000 Fixed Rate Note due 26 April 2021 |
XS1400720873 |
USD 5,000,000 |
498 |
AUD 30,000,000 Fixed Rate Notes due 10 May 2021 |
XS1402209149 |
AUD 30,000,000 |
499 |
USD 5,000,000 Fixed Rate Notes due 11 May 2021 |
XS1403600825 |
USD 5,000,000 |
670 |
JPY 1,000,000,000 0.13 per cent. Notes due 21 May 2021 |
XS2170383322 |
JPY 1,000,000,000 |
580 |
GBP 120,000,000 Floating Rate Notes due 25 May 2021 |
XS1826189000 |
GBP 120,000,000 |
583 |
GBP 10,000,000 Floating Rate Notes due 11 June 2021 |
XS1834001346 |
GBP 10,000,000 |
643 |
EUR 200,000,000 Floating Rate Notes due 11 June 2021 |
XS2064448603 |
EUR 200,000,000 |
590 |
JPY 1,000,000,000 Fixed Rate Notes due 21 June 2021 |
XS1839002349 |
JPY 1,000,000,000 |
538 |
JPY 15,000,000,000 Fixed Rate Notes due 21 July 2021 |
XS1649817548 |
JPY 15,000,000,000 |
505 |
USD 26,000,000 Fixed Rate Notes due 26 August 2021 |
XS1480668257 |
USD 26,000,000 |
544 |
USD 7,000,000 Fixed Rate Notes due 13 September 2021 |
XS1681744386 |
USD 7,000,000 |
546 |
USD 20,000,000 Fixed Rate Notes due 14 September 2021 |
XS1681658115 |
USD 20,000,000 |
604 |
JPY 500,000,000 Fixed Rate Notes due 21 September 2021 |
XS1881005893 |
JPY 500,000,000 |
605 |
JPY 500,000,000 Fixed Rate Notes due 21 September 2021 |
XS1881009374 |
JPY 500,000,000 |
607 |
EUR 20,000,000 Fixed Rate Notes due 21 September 2021 |
XS1881854522 |
EUR 20,000,000 |
440 |
USD 5,000,000 Fixed Rate Notes due 24 September 2021 |
XS1112563140 |
USD 5,000,000 |
606 |
CNY 600,000,000 Fixed Rate Notes due 27 September 2021 |
XS1881014887 |
CNY 600,000,000 |
608 |
CAD 6,000,000 2.88% Notes due 27 September 2021 |
XS1881896010 |
CAD 6,000,000 |
609 |
JPY 500,000,000 Fixed Rate Notes due 5 October 2021 |
XS1886477584 |
JPY 500,000,000 |
465 |
GBP 30,000,000 Floating Rate Notes due 12 October 2021 |
XS1117528932 |
GBP 30,000,000 |
612 |
GBP 100,000,000 Floating Rate Notes due 26 October 2021 |
XS1894612248 |
GBP 100,000,000 |
644 |
CHF 5,000,000 Floating Rate Notes due 12 November 2021 |
XS2078922544 |
CHF 5,000,000 |
614 |
JPY 4,600,000,000 Fixed Rate Notes due 15 November 2021 |
XS1909073253 |
JPY 4,600,000,000 |
615 |
JPY 1,000,000,000 Fixed Rate Notes due 19 November 2021 |
XS1909193580 |
JPY 1,000,000,000 |
616 |
JPY 1,000,000,000 Fixed Rate Notes due 19 November 2021 |
XS1910115382 |
JPY 1,000,000,000 |
617 |
JPY 500,000,000 0.17% Notes due 22 November 2021 |
XS1910249827 |
JPY 500,000,000 |
618 |
JPY 1,500,000,000 0.17% Notes due 22 November 2021 |
XS1910930467 |
JPY 1,500,000,000 |
619 |
JPY 500,000,0000.180 per cent. Fixed Rate Notes due 29th November 2021 |
XS1911674221 |
JPY 500,000,000 |
623 |
JPY 1,300,000,000 Fixed Rate Notes due 30 November 2021 |
XS1920367809 |
JPY 1,300,000,000 |
655 |
EUR 25,000,000 Floating Rate Notes due 19 January 2022 |
XS2133612874 |
EUR 25,000,000 |
629 |
JPY 500,000,0000.200 per cent. Fixed Rate Notes due 30 January 2022 |
XS1937042981 |
JPY 500,000,000 |
567 |
CNY 50,000,000 Fixed Rate Notes due 22 February 2022 |
XS1785150712 |
CNY 50,000,000 |
636 |
GBP 4,100,000 1.53% Notes due 22 February 2022 |
XS1964677261 |
GBP 4,100,000 |
635 |
CAD 4,200,000 2.35% Notes due 22 February 2022 |
XS1964680133 |
CAD 4,200,000 |
654 |
GBP 100,000,000 1.228 per cent. Notes due 25 February 2022 |
XS2123086840 |
GBP 100,000,000 |
640 |
GBP 5,000,000 Floating Rate Notes due 12 April 2022 |
XS1981791244 |
GBP 5,000,000 |
524 |
HKD 150,000,000 Fixed Rate Notes due 19 April 2022 |
XS1598716493 |
HKD 150,000,000 |
473 |
GBP 30,000,000 Floating Rate Notes due 25 April 2022 |
XS1206525831 |
GBP 30,000,000 |
610 |
CNY 200,000,000 Fixed Rate Notes due 29 April 2022 |
XS1892845600 |
CNY 200,000,000 |
539 |
USD 10,000,000 Floating Rate Note due 28 July 2022 |
XS1653107646 |
USD 10,000,000 |
542 |
USD 25,000,000 Floating Rate Notes due 1 September 2022 |
XS1666258824 |
USD 25,000,000 |
541 |
HKD 200,000,000 Fixed Rate Notes due 16 September 2022 |
XS1665379167 |
HKD 200,000,000 |
458 |
USD 10,000,000 Fixed Rate Notes due 22 September 2022 |
XS1687477643 |
USD 10,000,000 |
552 |
EUR 5,000,000 Fixed Rate Notes due 11 October 2022 |
XS1697023494 |
EUR 5,000,000 |
621 |
USD 20,000,000 Floating Rate Notes due 23 November 2022 |
XS1912835201 |
USD 20,000,000 |
646 |
EUR 350,000,000 0.125% Senior Notes due 29 November 2022 |
XS2083299284 |
EUR 350,000,000 |
656 |
HKD 160,000,000 Fixed Rate Notes due 20 February 2023 |
XS2137299777 |
HKD 160,000,000 |
571 |
AUD 18,000,000 Fixed Rate Notes due 13 April 2023 |
XS1790985474 |
AUD 18,000,000 |
657 |
JPY 5,200,000,000 Fixed Rate Notes due 24 April 2023 |
XS2158696794 |
JPY 5,200,000,000 |
658 |
JPY 6,300,000,000 Fixed Rate Notes due 24 April 2023 |
XS2158696877 |
JPY 6,300,000,000 |
577 |
EUR 15,000,000 Fixed Rate Notes due 8 May 2023 |
XS1814990104 |
EUR 15,000,000 |
641 |
CNY 100,000,000 Fixed Rate Notes due 8 May 2023 |
XS1989215998 |
CNY 100,000,000 |
663 |
JPY 13,200,000,000 Fixed Rate Notes due 8 May 2023 |
XS2167192983 |
JPY 13,200,000,000 |
660 |
USD 10,000,000 Fixed Rate Notes due 11 May 2023 |
XS2163336089 |
USD 10,000,000 |
664 |
JPY 4,500,000,000 0.700 per cent. Fixed Rate Notes due 11 May 2023 |
XS2167940282 |
JPY 4,500,000,000 |
665 |
GBP 5,000,000 Floating Rate Notes due 11 May 2023 |
XS2168040157 |
GBP 5,000,000 |
666 |
JPY 1,300,000,000 0.75 per cent. Notes due 19 May 2023 |
XS2168085764 |
JPY 1,300,000,000 |
667 |
JPY 4,800,000,000 0.70 per cent. Notes due 19 May 2023 |
XS2170186410 |
JPY 4,800,000,000 |
668 |
JPY 2,000,000,000 Fixed Rate Notes due 19 June 2023 |
XS2170385020 |
JPY 2,000,000,000 |
669 |
JPY 1,000,000,000 Fixed Rate Notes due 19 June 2023 |
XS2170385376 |
JPY 1,000,000,000 |
672 |
JPY 15,000,000,000 Fixed Rate Notes due 19 June 2023 |
XS2176896780 |
JPY 15,000,000,000 |
671 |
JPY 6,800,000,000 0.70 per cent. Notes due 21 June 2023 |
XS2170383835 |
JPY 6,800,000,000 |
613 |
EUR 5,000,000 Fixed Rate Notes due 19 October 2023 |
XS1894843561 |
EUR 5,000,000 |
659 |
JPY 1,500,000,000 Fixed Rate Notes due 30 April 2025 |
XS2162003573 |
JPY 1,500,000,000 |
661 |
USD 20,000,000 Floating Rate Notes due April 2025 |
XS2166048657 |
USD 20,000,000 |
662 |
JPY 2,000,000,000 0.51% Fixed Rate Notes due 12 May 2025 |
XS2166095492 |
JPY 2,000,000,000 |
504 |
AUD 50,000,000 Fixed Rate Notes due 21 July 2026 |
XS1460776252 |
AUD 50,000,000 |
553 |
EUR 10,000,000 Fixed Rate Notes due 12 October 2027 |
XS1702849099 |
EUR 10,000,000 |
627 |
USD 130,000,000 Fixed Rate Notes due 24 January 2029 |
XS1936844320 |
USD 130,000,000 |
630 |
EUR 10,000,000 Fixed Rate Notes due 7 February 2029 |
XS1951430054 |
EUR 10,000,000 |
631 |
EUR 20,000,000 Fixed Rate Notes due February 2029 |
XS1952149059 |
EUR 20,000,000 |
632 |
EUR 10,000,000 Fixed Rate Notes due 26 February 2029 |
XS1953838049 |
EUR 10,000,000 |
645 |
AUD 25,000,000 Fixed Rate Notes due October 2029 |
XS2077741622 |
AUD 25,000,000 |
649 |
AUD 20,000,000 Fixed Rate Notes due 28 November 2029 |
XS2094570160 |
AUD 20,000,000 |
The Solicitation Agents and the Information and Tabulation Agent do not take responsibility for the contents of this announcement and none of the Issuers, the Guarantor, the New Guarantor, the Solicitation Agents, the Information and Tabulation Agent, or any of their respective directors, employees or affiliates make any representation or recommendation whatsoever regarding the Consent Solicitation.
Distribution Restrictions
No action has been or will be taken in any jurisdiction by the Issuers, the Guarantor, the New Guarantor, the Solicitation Agents or the Information and Tabulation Agent in relation to the Consent Solicitation that would permit a public offering of securities.
Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes, the HC Guarantee and the New Guarantee have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.
For the purposes of this announcement and the Consent Solicitation Memorandum, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
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