Notice re: Bear Stearns Warrant & Certificate Prog
February 27 2009 - 11:08AM
UK Regulatory
TIDMJPM TIDM73MF TIDM31PJ TIDM33VH
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 Agent
The Bank of New York Mellon
One Canada
Square
London E14 5AL
United 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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