Notice to Bondholders
05 February 2009 - 5:33AM
UK Regulatory
TIDM35PS
RNS Number : 8245M
Premiertel plc
04 February 2009
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF
BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK
THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES,
IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT
FINANCIAL OR LEGAL ADVISER.
IMPORTANT NOTICE TO THE HOLDERS OF THE
GBP77,500,000 Class A 5.683 per cent. Bonds due 2029
ISIN XS0180245515
(the "Class A Bonds")
GBP208,707,000 Class B 6.175 per cent. Bonds due 2032
ISIN XS0180245945
(the "Class B Bonds")
issued by
Premiertel plc
(the "Issuer")
on 25 November 2003
The "Class A Bonds" and the "Class B Bonds" are together referred to as the
"Bonds".
Capitalised terms used but not otherwise defined in this notice shall have the
meanings ascribed to them in the Terms and Conditions of the Bonds set out in
the Trust Deed (the "Trust Deed") dated 25 November 2003 and entered into
between the Issuer and LaSalle Global Trust Services Limited (formerly ABN AMRO
Trustees Limited) as trustee (the "Trustee").
Downgrading of the Liquidity Facility Provider
ABN AMRO Bank N.V. acts as liquidity facility provider (the "Liquidity Facility
Provider"), pursuant to a liquidity facility agreement dated 25 November 2003
between the Issuer, the Trustee and the Liquidity Facility Provider (the
"Liquidity Facility Agreement"). The Liquidity Facility Provider was downgraded
to "A-1" by Standard & Poor's ("S&P") on 19 December 2008 (the "ABN Downgrade").
The Issuer became aware of the ABN Downgrade on 12 January 2009.
The ABN Downgrade constituted a "Liquidity Event" under the terms of the
Liquidity Facility Agreement. Following the occurence of a Liquidity Event the
Issuer may, subject to the terms of the Liquidity Facility Agreement, request
that the Liquidity Facility Provider advance a Standby Drawing equal to the
undrawn portion of the Liquidity Facility Commitment. In response to the
occurrence of this Liquidity Event on 19 December 2008, the Issuer served a
request on the Liquidity Facility Provider for a Standby Drawing in accordance
with clause 5.2 of the Liquidity Facility Agreement. on 30 January 2009
Pursuant to clause 7.2.2 of the Liquidity Facility Agreement, the Issuer is
taking steps to identify a replacement liquidity provider which is a Qualified
Bank (as defined in the Liquidity Facility Agreement) and has the Requisite
Rating (as defined in the Liquidity Facility Agreement) and to enter into an
agreement on substantially the same terms as the Liquidity Facility Agreement
with such replacement liquidity provider. The Issuer has not yet managed to
secure a replacement liquidity provider and may not be able to do so.
The RBS Proposal
The Royal Bank of Scotland Plc ("RBS"), of which ABN AMRO Bank N.V. is a
subsidiary, has in a letter to S&P dated 12 January 2009 stated that "although
its rating is now lower than required under the transaction documents, its
rating is still consistent with what is required to support notes with a "AAA"
rating." Accordingly, RBS has proposed that:
(i) the S&P portion of the definition of "Requisite Rating" in the Liquidity
Facility Agreement be amended to "A-1" by S&P; and
(ii) the Liquidity Facility Provider continues to perform its current role,
together, the "RBS Proposals".
The Issuer intends to seek confirmation from the Rating Agencies that the making
of the RBS Proposals would not cause them to downgrade the Bonds.
Bondholder Information Conference Call
The Issuer will be convening a Bondholders' information conference call to
canvass Bondholders' views on the RBS Proposals. A notice setting out the
details of this Bondholder information conference call will be issued by the
Issuer shortly.
Neither the Issuer nor the Trustee expresses any opinion as to the merits of the
RBS Proposals. The Trustee has informed the Issuer that it has no objection to
the RBS Proposals being discussed on the Bondholder information conference call
but advises Bondholders who are in any doubt as to the impact of the RBS
Proposals, were the same to be implemented, to seek their own independent
financial advice.
Queries may be addressed to the Issuer as follows:
Premiertel plc
c/o Structured Finance Management Limited
35 Great St Helen's
London EC3A 6AP
Attention: The Directors
Telephone: 020 7398 6300
Fax: 020 7398 6325
e-mail:directors@sflimited.com
Ref: Premiertel plc
Queries may also be addressed to the Trustee as follows:
LaSalle Global Trust Services Limited
5 Canada Square
London
E14 5AQ
Attention: Premiertel plc
Telephone: 020 7174 9566 / 020 7174 9573
Fax: 020 7174 6514
e-mail: mbs.notices@lasallegts.com
Ref: Premiertel plc
This Notice is given by the Issuer.
4 February 2009
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCVZLFBKLBXBBB
Premiertel A (LSE:35PS)
Historical Stock Chart
From Nov 2024 to Dec 2024
Premiertel A (LSE:35PS)
Historical Stock Chart
From Dec 2023 to Dec 2024