IMPORTANT NOTICE
You must read this notice before continuing: This notice applies to the
attached memorandum (this "Consent Solicitation Memorandum"), whether received
by e-mail, accessed from an internet page or otherwise received as a result of
electronic communication, and you are advised to read this notice carefully
before reading, accessing or making any other use of this Consent Solicitation
Memorandum. In reading, accessing or making any other use of this Consent
Solicitation Memorandum, you agree to be bound by the following terms and
conditions and each of the restrictions set out in this Consent Solicitation
Memorandum, including any modifications to them from time to time, each time
you receive any information from the Tabulation Agent, the Issuer, the
Liquidity Facility Provider, the Paying Agents or the Trustee as a result of
such access.
Confirmation of your representation:
YOU ARE REMINDED THAT YOU HAVE BEEN SENT THIS CONSENT SOLICITATION MEMORANDUM
ON THE BASIS THAT (I) YOU ARE A HOLDER OR A CUSTODIAN OR INTERMEDIARY ACTING ON
BEHALF OF A BENEFICIAL HOLDER OR A BENEFICIAL OWNER OF THE CLASS B1c £
45,500,000 MORTGAGE BACKED FLOATING RATE NOTES DUE 2043 (THE "CLASS B1c NOTES
"), THE CLASS C1c £26,250,000 MORTGAGE BACKED FLOATING RATE NOTES DUE 2043 (THE
"CLASS C1c NOTES"), THE CLASS D1c £22,750,000 MORTGAGE BACKED FLOATING RATE
NOTES DUE 2043 (THE "CLASS D1c NOTES"), THE CLASS E £3,500,000 MORTGAGE BACKED
FLOATING RATE NOTES DUE 2043 (THE "CLASS E NOTES", AND TOGETHER WITH THE CLASS
B1c NOTES, THE CLASS C1c NOTES AND THE CLASS D1c NOTES, THE "EXISTING NOTES")
EACH ISSUED BY SOUTHERN PACIFIC SECURITIES 05-1 PLC, (II) YOU ARE A PERSON TO
WHOM IT IS LAWFUL TO SEND THIS CONSENT SOLICITATION MEMORANDUM UNDER ALL
APPLICABLE LAWS, AND (III) YOU CONSENT TO DELIVERY BY ELECTRONIC TRANSMISSION.
This Consent Solicitation Memorandum has been sent to you in an electronic
form. You are reminded that documents transmitted via this medium may be
altered or changed during the process of transmission and consequently none of
the Trustee, the Principal Paying Agent, the U.S Paying Agent, the Tabulation
Agent, the Issuer, the Liquidity Facility Provider or any person who controls
or is a director, officer, employee or agent of any of the Trustee, the
Principal Paying Agent, the U.S Paying Agent, the Tabulation Agent, the Issuer,
the Liquidity Facility Provider or any affiliate of any such person accepts any
liability or responsibility whatsoever in respect of any difference between
this Consent Solicitation Memorandum and the hard copy version available for
inspection at the office of the Issuer.
You are reminded that this Consent Solicitation Memorandum has been delivered
to you on the basis that you are a person into whose possession this Consent
Solicitation Memorandum may be lawfully delivered in accordance with the laws
of the jurisdiction in which you are located and you may not nor are you
authorised to deliver this Consent Solicitation Memorandum to any other person
except to purchasers/transferees to whom the Existing Notes have been sold/
transferred and provided that such delivery is lawful.
Nothing in this electronic transmission constitutes an offer to buy or the
solicitation of an offer to sell any securities in any jurisdiction.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you are recommended
to seek your own financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or other financial, legal or tax adviser
authorised under the Financial Services and Markets Act 2000 (if you are in the
United Kingdom), or from another appropriately authorised independent financial
adviser (if you are not) and such other professional advice from your own
professional advisors as you deem necessary.
If you have recently sold or otherwise transferred your entire holding(s) of
Existing Notes referred to below, you should immediately forward this document
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.
The distribution of this Consent Solicitation Memorandum in certain
jurisdictions may be restricted by law and persons into whose possession this
Consent Solicitation Memorandum comes are requested to inform themselves about,
and to observe, any such restrictions.
Southern Pacific Securities 05-1 PLC
(a public company with limited liability incorporated in England and Wales with
registered number 5276563)
(the "Issuer")
Class B1c £45,500,000 Mortgage Backed Floating Rate Notes due 2043
ISIN: XS0212691660, US84359WAE03, CUSIP: 84359WAE0
Class C1c £26,250,000 Mortgage Backed Floating Rate Notes due 2043
ISIN: XS0212691744, US84359WAF77, CUSIP: 84359WAF7
Class D1c £22,750,000 Mortgage Backed Floating Rate Notes due 2043
ISIN: XS0212692122, US84359WAG50, CUSIP: 84359WAG5
Class E £3,500,000 Mortgage Backed Floating Rate Notes due 2043
ISIN: XS0212692478
(together, the "Existing Notes")
CONSENT SOLICITATION MEMORANDUM
in relation to
a proposal for amendments to the Liquidity Facility Agreement signed by, among
others, the Issuer dated 23 February 2005 (as amended, amended and restated,
varied or novated from time to time) (the "Liquidity Facility Agreement")
Capitalised terms used but not defined in this Consent Solicitation Memorandum
(see Section 6 (Definitions)) shall, unless the context otherwise requires,
have the meanings set out in:
i. the master definitions schedule signed by, amongst others, the Issuer dated
23 February 2005 (the "Master Definitions Schedule");
ii. the trust deed signed by, amongst others, the Issuer dated 23 February 2005
(the "Trust Deed");
iii. the terms and conditions of the Notes as set out in Schedule 2 Part 5 to
the Trust Deed (the "Terms and Conditions"); and/or
iv. the Liquidity Facility Agreement,
as the case may be.
The Issuer has been requested by Lloyds Bank plc (the "Liquidity Facility
Provider"), at the Liquidity Facility Provider's cost, to put to the holders of
the Existing Notes (the "Noteholders" or "Existing Noteholders") a request to
agree to certain amendments to the Liquidity Facility Agreement (the "Proposed
Amendments"). The Proposed Amendments are summarised in Section 1 (Proposed
Amendments) below.
The Proposed Amendments are set out in full in the Amendment Deed, copies of
which are available from the Issuer. Noteholders are encouraged to read the
Amendment Deed.
A notice to the Existing Noteholders convening meetings (the "Meetings Notice")
to be held at the offices of Reed Smith LLP, The Broadgate Tower, 20 Primrose
Street, London EC2A 2RS on 5 December 2014 is set out in Section 5 (Form of
Meetings Notice and Extraordinary Resolution). The Meetings Notice was
published in accordance with the Terms and Conditions on the date of this
Consent Solicitation Memorandum.
The Meetings Notice sets out the Extraordinary Resolution which will be
proposed at the Meetings in relation to the Proposed Amendments and the
procedure for voting at the Meetings.
A description of the action to be taken by Noteholders in connection with the
Proposed Amendments is set out in Section 3 (Voting and Meetings) and Section 5
(Form of Meetings Notice and Extraordinary Resolution) below.
In accordance with normal practice, the Tabulation Agent, the Trustee, the
Issuer, the Cash/Bond Administrator and the Paying Agents (and their respective
advisors) have not been involved in the formulation of the Proposed Amendments
and express no views or opinions on the merits of the Proposed Amendments or
the Extraordinary Resolution. Neither the Trustee nor the Issuer has any
objection to the Proposed Amendments and the Extraordinary Resolution being put
to Noteholders for their consideration. The Trustee, the Issuer, the Cash/Bond
Administrator, the Tabulation Agent and the Paying Agents (and their respective
advisors) are not responsible for the accuracy, sufficiency, relevance,
completeness, validity, correctness or otherwise of the statements made in this
Consent Solicitation Memorandum or otherwise disclosed or to be disclosed to
Noteholders and in particular relating to costs, savings or expenses of the
Issuer in connection with the Proposed Amendments and the Extraordinary
Resolution and make no representation that all relevant information has been
disclosed to the Noteholders in or pursuant to this Consent Solicitation
Memorandum and the Meetings Notice. None of the Issuer, the Cash/Bond
Administrator or the Trustee (or any of their respective advisors) accepts any
liability in relation to the Proposed Amendments or the matters set out in this
Consent Solicitation Memorandum.
Noteholders should take their own independent advice on the merits and on the
consequences of voting in favour of the Proposed Amendments. A discussion of
certain factors, which should be considered in connection with the delivery of
voting instructions, is set out under "Special Considerations" in Section 4
below.
If Noteholders have any questions regarding the Proposed Amendments or voting
in relation to the Extraordinary Resolution, they should contact the Tabulation
Agent, the contact details for which are below.
Lucid Issuer Services Limited
Contact: Victor Parzyjagla
Telephone: +44 (0) 20 7704 0880
Email: sps@lucid-is.com
THIS DOCUMENT CONTAINS IMPORTANT INFORMATION WHICH EACH NOTEHOLDER SHOULD READ
BEFORE MAKING A DECISION WITH RESPECT TO THE PROPOSED AMENDMENTS.
THIS DOCUMENT HAS NOT BEEN FILED WITH OR REVIEWED BY ANY SECURITIES COMMISSION
OR REGULATORY AUTHORITY, NOR HAS ANY COMMISSION OR AUTHORITY PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.
IN PARTICULAR, YOUR ATTENTION IS DRAWN TO SECTION 4 (SPECIAL CONSIDERATIONS)
WHICH SETS OUT A DISCUSSION OF CERTAIN IMPORTANT FACTORS WHICH SHOULD BE
CONSIDERED IN CONNECTION WITH THE DELIVERY OF VOTING INSTRUCTIONS. IF YOU ARE
IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR OWN
INDEPENDENT PROFESSIONAL FINANCIAL OR LEGAL OR TAX ADVISER IMMEDIATELY.
NOTEHOLDERS SHOULD REACH AN INDEPENDENT DECISION ON THE PROPOSED AMENDMENTS SET
OUT IN THIS CONSENT SOLICITATION MEMORANDUM. NOTHING IN THIS CONSENT
SOLICITATION MEMORANDUM OR ANYTHING COMMUNICATED TO THE NOTEHOLDERS BY OR ON
BEHALF OF THE TABULATION AGENT, THE ISSUER, THE PAYING AGENTS, THE LIQUIDITY
FACILITY PROVIDER OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE DIRECTORS OR
EMPLOYEES IN CONNECTION WITH THE PROPOSED AMENDMENTS IS INTENDED TO CONSTITUTE
OR SHOULD BE CONSTRUED AS ADVICE ON THE MERITS OF THE PROPOSED AMENDMENTS OR
THE EXERCISE OF ANY RIGHTS ATTACHING TO THE EXISTING NOTES.
THE PROPOSED AMENDMENTS ARE NOT BEING MADE TO NOTEHOLDERS IN ANY JURISDICTION
IN WHICH SUCH PROPOSED AMENDMENTS WOULD NOT BE IN COMPLIANCE WITH THE
SECURITIES LAWS OF SUCH JURISDICTION. THE ISSUER HAS NOT RETAINED ANY
REPRESENTATIVE TO ACT ON BEHALF OF NOTEHOLDERS IN CONNECTION WITH THE PROPOSED
AMENDMENTS.
The date of this Consent Solicitation Memorandum is 10 November 2014
TABLE OF CONTENTS
Section 1 Proposed Amendments
Section 2 Expected Timetable of Events
Section 3 Voting and Meeting
Section 4 Special Considerations
Section 5 Form of Meetings Notice and Extraordinary Resolution
Section 6 Definitions
SECTION 1 - PROPOSED AMENDMENTS
1.EXECUTIVE SUMMARY FOR NOTEHOLDERS
* The Liquidity Facility Provider has requested that the Issuer propose this
opportunity to the Existing Noteholders for them to direct the Issuer and
the Trustee to amend the Liquidity Facility Agreement to reduce the costs
currently paid by the Issuer to the Liquidity Facility Provider under the
Liquidity Facility Agreement, as explained below.
* The Liquidity Facility Provider is of the opinion that the costs saving
will result in additional revenue being available to the Issuer to make
payments to Noteholders and that this may benefit this transaction by
improving interest coverage and reducing any need in the future to draw on
the Liquidity Facility.
* The Liquidity Facility Provider notes that the Liquidity Facility Agreement
provides for a commitment fee and interest on the Stand-by Drawing based on
the amount available or the amount drawn of the Commitment. The commitment
fee is 101.48 bp per annum, which includes increased costs relating to
Basel II and ILAS rules in respect of the Available Commitment. The
Liquidity Facility Provider notes that the commitment fee may rise further
in the future should regulatory requirements impose higher costs on the
provision of the Liquidity Facility. In the opinion of the Liquidity
Facility Provider, the potential for further rises in the cost of the
Liquidity Facility strengthens the case for resizing the Commitment to an
appropriate level.
* In the event that the Extraordinary Resolution is duly passed at each
Meeting and the Proposed Amendments are effected, the Liquidity Facility
Provider has agreed to pay a Consent Fee to each Approving Noteholder as
further described below.
* The Consent Fee in respect of the Proposed Amendments is a percentage,
depending on the Class of Notes as set out in the table below, of the
Principal Amount Outstanding of the Notes held by the Approving Noteholder
on the date of the Meeting in respect of which that Approving Noteholder
has voted in favour of the Extraordinary Resolution.
Class Fee Rate
B 0.30%
C 0.40%
D 0.50%
E 0.60%
* The rate of the Consent Fee has been calculated to reflect a significant
share of the savings that the Liquidity Facility Provider estimates it may
make following implementation of the Proposed Amendments. The distribution
of the Consent Fee between the different Classes of Notes has been
structured so as to reflect the equal voting weight of each Class of Note
and the amount of Notes currently outstanding within each Class of Note.
a. Re-sizing of Liquidity Facility
+ The Liquidity Facility Provider notes that the Commitment under the
Liquidity Facility was sized at £46,900,000, subject to being decreased
where the Commitment is in excess of 8 per cent. of the Sterling
Equivalent Principal Amount Outstanding of the Notes on an Interest
Payment Date, subject to certain conditions. The Commitment has not
been reduced since the Closing Date to reflect the amortisation of the
Notes because the conditions to reducing the Commitment are not
satisfied.
+ The commitment fee is 101.48 bp per annum, which includes increased
costs relating to Basel II and ILAS rules in respect of the Available
Commitment. The Liquidity Facility Provider notes that the commitment
fee may rise further in the future should regulatory requirements
impose higher costs on the provision of the Liquidity Facility.
+ The Proposed Amendments in this Consent Solicitation Memorandum are (1)
to reduce the size of the Commitment (or the size of any Stand-by
Drawing, as the case may be) to a dynamic level of 12 per cent. of the
aggregate Sterling Equivalent Principal Amount Outstanding of the Notes
and (2) to remove the current conditions to reducing the Commitment.
The Liquidity Facility Provider is of the opinion that this size of
Commitment will give a significant cushion over the 8 per cent. level
which would be effective if the transaction met all the relevant
conditions.
+ The Liquidity Facility Provider estimates that setting the Commitment
(or any Stand-by Drawing, as the case may be) to a dynamic level of 12
per cent. of the aggregate Sterling Equivalent Principal Amount
Outstanding of the Notes would save the Issuer approximately £382,000
in the first year in fees payable to the Liquidity Facility Provider
(based on a 3M LIBOR rate of 52 bp and that the return to the Issuer on
the deposit is 3M LIBOR -40 bp and no Advances being drawn by the
Issuer pursuant to the Liquidity Facility Agreement).
b. Certain considerations
o Neither the Liquidity Facility Provider nor the Issuer has
undertaken any formal process with the Rating Agencies to confirm
the effect of implementation of the Proposed Amendments on the
ratings of the Notes and no Rating Agency Confirmations have been
obtained. However, the Liquidity Facility Provider reserves the
right to confirm with any Rating Agency the effect of
implementation of the Proposed Amendments on the ratings of the
Notes and to obtain a Rating Agency Confirmation from any Rating
Agency at any time. Should a Rating Agency Confirmation be
provided, the Noteholders will be notified accordingly. Noteholders
should form their own judgement as to the merits of the Proposed
Amendments and the effect on their holdings of the Notes.
Noteholders should further have regard to Section 4 (Special
Considerations), in particular, and the other provisions of this
Consent Solicitation Memorandum, when considering the Proposed
Amendments.
o The Liquidity Facility Provider notes that equivalent amendments
have been effected in respect of the liquidity facility agreements
entered into by Preferred Residential Securities 05-1 PLC and
Preferred Residential Securities 06-1 PLC. On 30 May 2014, S&P
upgraded its credit rating on the class D1c notes and affirmed its
ratings on the remainder of the notes issued by Preferred
Residential Securities 05-1 PLC. On 30 September 2014, S&P upgraded
its credit rating on the class D1a and class D1c notes and affirmed
its ratings on the remainder of the notes issued by Preferred
Residential Securities 06-1 PLC. In the relevant publications
(Ratings Raised On U.K. RMBS Transaction Preferred Residential
Securities 05-1's Class D1c Notes; Other Classes Affirmed and
Rating Actions Taken in U.K. RMBS Transaction Preferred Residential
Securities 06-1 Following Restructure), S&P noted respectively that
the amendment to the liquidity facility agreement "reduced the
costs of the liquidity facility for the issuer and had a positive
effect on our cash flow analysis" and referred to the fact that
"the reduction in liquidity facility costs, have improved our cash
flow results for those classes of notes".
2.BACKGROUND
On the Closing Date, the Issuer entered into the Liquidity Facility
Agreement with Barclays Bank PLC as liquidity facility provider.
Barclays Bank PLC transferred all of its rights and obligations
under the Liquidity Facility Agreement to Lloyds Bank PLC ("Lloyds
") pursuant to a master novation and transfer agreement dated 19
September 2007 between, amongst others, the Issuer and Lloyds (the
"Master Novation and Transfer Agreement"). The Issuer and Lloyds,
among others, entered into a master deed of amendment dated 28
November 2007 (the "Master Amendment Deed") and an amendment deed
dated 4 November 2010 (the "Further Amendment Deed") which, in each
case, amended the terms of the Liquidity Facility Agreement dated
23 February 2005.
The Liquidity Facility Provider notes that the Liquidity Facility
Agreement contemplates the decrease of the Commitment to reflect
the amortisation of the Notes, which is the subject of the Proposed
Amendments. Under Clause 12.2 of the Liquidity Facility Agreement,
the Commitment is decreased on each Interest Payment Date to the
greater of (a) an amount equal to 8 per cent. of the Sterling
Equivalent Principal Amount Outstanding of the Notes and (b) £
2,500,000, provided that certain conditions specified in the
Liquidity Facility Agreement do not apply (as set out below).
The Liquidity Facility Provider has requested that the Issuer
present to the Existing Noteholders the Proposed Amendments, as
described more fully below, to re-size the Commitment and reduce
the amount of any Stand-by Drawing to reflect the reduction in the
Sterling Equivalent Principal Amount Outstanding of the Notes since
the Closing Date. See Section 4 "Re-sizing Of Liquidity Facility"
below.
3.PAYMENT OF CONSENT FEE
In the event that the Extraordinary Resolution is duly passed at
each Meeting and the Proposed Amendments are effected, a consent
fee will be paid to each Noteholder who (a) delivers (and does not
revoke) prior to the Final Voting Deadline a voting instruction to
vote in favour of the Extraordinary Resolution or (b) votes in
favour of the Extraordinary Resolution at the relevant Meeting
(each, an "Approving Noteholder").
The Consent Fee payable to each Approving Noteholder shall be, in
respect of the Proposed Amendments, a percentage, depending on the
Class of Notes as set out in the table below, of the Principal
Amount Outstanding of the Notes held by the Approving Noteholder on
the date of the Meeting in respect of which that Approving
Noteholder has voted in favour of the Extraordinary Resolution.
Class Fee Rate
B 0.30%
C 0.40%
D 0.50%
E 0.60%
Noteholders may vote in favour of or against the Extraordinary
Resolution, but only the Approving Noteholders shall be entitled to
receive the Consent Fee.
The Consent Fee will be payable by Lloyds pursuant to and in
accordance with the Deed Poll. Neither the Issuer nor the Trustee
are in any way responsible or liable for the payment of the Consent
Fee and no action may be taken against either the Issuer or the
Trustee in connection with the non-payment of such Consent Fee.
The Consent Fee will be payable by or on behalf of Lloyds promptly
after the date the Proposed Amendments are effected on the
following basis.
When determining the amount of the Consent Fee payable and to whom
it shall be paid, Lloyds shall rely, without liability, on a report
provided to it by the Report Agent. Subject to its receipt of this
final report and the Proposed Amendments being effected, Lloyds
shall promptly pay the applicable Consent Fee to each Approving
Noteholder via the Clearing Systems, or in the case of the 144A
Notes, to the relevant account, in each case in accordance with
this final report.
In acting as Report Agent, the Report Agent acts solely as the
agent of Lloyds and does not assume any obligations towards or
relationship of agency or trust for or with any of the Noteholders.
It should be noted that from a practical perspective, the Consent
Fee payable to an Approving Noteholder in respect of each Note held
by it will be calculated as the product of (a) the aggregate
principal amount on issue of the Note held and voted in favour of
the Extraordinary Resolution by such Approving Noteholder and (b)
the applicable Pool Factor at the date of the relevant Meeting.
Any Consent Fee payable pursuant to the Deed Poll shall be made in
the currency of the relevant Note held by the relevant Approving
Noteholder. If any Consent Fee payable is not of an amount which is
a whole multiple of the smallest unit of the relevant currency in
which such payment is to be made, such payment will be rounded down
to the nearest unit.
4.RE-SIZING OF LIQUIDITY FACILITY
The Available Commitment under the Liquidity Facility Agreement was
sized on the Closing Date at £46,900,000, subject to being
decreased where the Commitment is in excess of 8 per cent. of the
Sterling Equivalent Principal Amount Outstanding of the Notes on an
Interest Payment Date, subject to certain conditions as described
below.
Under Clause 12.2 of the Liquidity Facility Agreement, the
Commitment is decreased on each Interest Payment Date to the
greater of (a) an amount equal to 8 per cent. of the Sterling
Equivalent Principal Amount Outstanding of the Notes and (b) £
2,500,000 provided that no reduction will occur if any of the
following conditions (the "Commitment Reduction Conditions") apply
as set out in sub-clause 12.2(b)(i)to 12.2(b)(iv) of the Liquidity
Facility Agreement as follows:
"(b)(i) after applying the Available Revenue Fund on the relevant
Interest Payment Date, the Reserve Fund is less than the Reserve
Fund Required Amount or the Principal Deficiency is greater than
zero;
(b)(ii) the aggregate value of the principal losses in respect of
the Mortgage Pool (whether or not such losses form part of the
Principal Deficiency at such time) as at the immediately preceding
Determination Date is greater than 1.5 per cent. of the aggregate
Sterling Equivalent Principal Amount Outstanding of the Notes on
the Closing Date;
(b)(iii) as at the immediately preceding Interest Payment Date the
aggregate Balance of Loans in respect of which any payment is 90
days or more in arrears is higher than 5 per cent. of the aggregate
Balance of all Loans in the Mortgage Pool as at the immediately
preceding Interest Payment Date; or
(b)(iv) either the Mortgage Administrator or the Cash/Bond
Administrator is in default of their respective obligations under
the Mortgage Administration Agreement or the Cash/Bond
Administration Agreement, as applicable."
The Sterling Equivalent Principal Amount Outstanding of the Notes
has reduced significantly since the Closing Date as illustrated in
the table below (using figures from the September 2014 Quarterly
Report):
Class of Notes Sterling Equivalent Sterling
Principal Amount Equivalent P
Outstanding on rincipal Amount
Closing Outstanding
10 September 2014
Class A1a £105.2m £0
Class A1c £160.9m £0
Class A2a £105.2m £0
Class A2c £230.9m £0
Class B1c £45.5m £6.4m
Class C1c £26.3m £26.3m
Class D1c £22.8m £22.8m
Class E £3.5m £3.5m
However, notwithstanding the significant reduction in the Sterling
Equivalent Principal Amount Outstanding of the Notes, the size of
the Commitment under the Liquidity Facility Agreement has not
reduced since the Closing Date. The reason for this is that the
Commitment Reduction Conditions in sub-clause 12.2(b)(ii) and (b)
(iii) of the Liquidity Facility Agreement apply. The aggregate
value of the principal losses experienced in the Mortgage Pool as
at the Determination Date immediately preceding this Consent
Solicitation Memorandum is 2.76 per cent., which is greater than
the trigger level of 1.5 per cent. and the aggregate Balance of
Loans in respect of which payment is 90 days or more in arrears is
43.49 per cent. of the aggregate Balance of all Loans in the
Mortgage Pool as at the Interest Payment Date immediately preceding
this Consent Solicitation Memorandum, which is greater than the
trigger level of 5 per cent.
As noted above, the amounts payable by the Issuer to the Liquidity
Facility Provider are calculated by reference to the Available
Commitment and, where a Stand-by Drawing has been made by reference
to the amount of the Stand-by Drawing. Therefore, if the size of
the Commitment (and consequently the Available Commitment) or the
amount of the Stand-by Drawing, as the case may be, is static and
does not reduce in line with the amortisation of the Notes which it
supports, then the Issuer's expenditure on amounts payable to the
Liquidity Facility Provider is higher than it would otherwise be if
the Commitment, the Available Commitment or the amount of the
Stand-by Drawing reduced proportionately with the Notes.
The Liquidity Facility Provider is of the opinion that:
i. the Sterling Equivalent Principal Amount Outstanding of the
Notes has reduced significantly since the Closing Date (as
outlined above) and yet the amount of the Commitment (and
consequently the Available Commitment) and Stand-by Drawing
under the Liquidity Facility has not reduced proportionately;
and
ii. there are significant increased costs payable by the Issuer to
the Liquidity Facility Provider in priority to Noteholders as a
result of the Commitment (and consequently the Available
Commitment) or the Stand-by Drawing, as the case may be, not
reducing proportionately in line with the reduction in the
Sterling Equivalent Principal Amount Outstanding of the Notes.
As a consequence, the Liquidity Facility Provider has requested
that the Issuer propose the Proposed Amendments to the holders of
the Existing Notes, which will be the subject of the Extraordinary
Resolution.
The Proposed Amendments would be documented and effected by
execution of the Amendment Deed. The form of Amendment Deed is
available from the offices of the Issuer and will be tabled at each
of the Meetings. It sets out the Proposed Amendments in full.
Noteholders are advised to read the Amendment Deed. Below is a
summary of the material aspects of the proposed changes set out in
the Amendment Deed:
a. amendment to Clause 12.2 (Cancellation) of the Liquidity
Facility Agreement to delete the Commitment Reduction Conditions
so that at all times the Commitmnet is decreased on each Interest
Payment Date by reference to the Sterling Equivalent Principle
Amount Outstanding of the Notes (subject to a floor of £2,500,000);
b. amendment to Clause 12.2 (Cancellation) of the Liquidity
Facility Agreement to increase the size of the Commitment from
8 per cent. to 12 per cent. of the Sterling Equivalent
Principal Amount Outstanding of the Notes (subject to a floor
of £2,500,000);
c. amendment to Clause 12.2 (Cancellation) of the Liquidity
Facility Agreement so that the amount of any Stand-by Drawing
is decreased on each Interest Payment Date to the greater of
(a) an amount equal to 12 per cent. of the Sterling Equivalent
Principal Amount Outstanding of the Notes and (b) £2,500,000;
and
d. amendment to Clause 11.3 (Repayment) (and a corresponding
amendment to Clause 11.4 (Repayment)) of the Liquidity Facility
Agreement to insert a provision that any Stand-by Drawing will
be repaid in part in accordance with the provisions of the
Liquidity Facility Agreement so that the size of any Stand-by
Drawing is reduced in accordance with Clause 12 (Cancellation).
As a result of the above Proposed Amendments, the Liquidity
Facility Provider estimates that the Commitment (and consequently
the Available Commitment) would reduce from £46,900,000 to
approximately £6,945,838. This would, in the Liquidity Facility
Provider's view, result in a decrease in the amount of fees payable
by the Issuer to the Liquidity Facility Provider (and thus an
increase in the amount of Available Revenue Funds available to the
Issuer for the payment of other amounts payable pursuant to the
applicable Priority of Payments) of approximately £408,000 in the
first year, on the basis that no other Advances have been drawn.
5.RATINGS
The Proposed Amendments have not been discussed with the Rating
Agencies and no Rating Agency Confirmations have been provided with
respect to the Proposed Amendments. However, the Liquidity Facility
Provider reserves the right to discuss the Proposed Amendments with
any Rating Agency and to seek a Rating Agency Confirmation from any
Rating Agency at any time. Should a Rating Agency Confirmation be
provided, the Noteholders will be notified accordingly. See
"Special Considerations" in Section 4, below.
6.IMPLEMENTATION OF PROPOSED AMENDMENTS
If the Extraordinary Resolution is duly passed, the Amendment Deed
will be entered into on the day of the Meeting or adjourned Meeting
at which the Extraordinary Resolution is passed or as soon as
practicable thereafter.
The Proposed Amendments will take effect on the date the Amendment
Deed becomes effective. However, given the fact that the Proposed
Amendment Date is to fall after the Determination Date relating to
the Interest Payment Date falling in December 2014, as a practical
matter, it will not be possible for the Cash/Bond Administrator to
reflect the associated reduction in the amounts payable to the
Liquidity Facility Provider on the Interest Payment Date falling in
December 2014. However, any additional amounts paid to the
Liquidity Facility Provider on the Interest Payment Date falling in
December 2014 as a consequence of the above will be taken into
account by the Cash/Bond Administrator when determining the amounts
payable to the Liquidity Facility Provider on the Interest Payment
Date falling in March 2015.
SECTION 2 - EXPECTED TIMETABLE OF EVENTS
Noteholders holding Notes in a Clearing System should note the
particular practice and policy of the relevant Clearing System. The
deadlines set by each Clearing System may be earlier than the
relevant deadlines specified in this Consent Solicitation
Memorandum.
Date Event
7 November 2014 1. In respect of Existing Notes held in
DTC, the Record Date. The date fixed by
As at 10:00 pm the Issuer as the date of the
(London time) 11:00 determination of DTC Participants
pm (CET) and 5:00pm entitled to participate in the
(New York time) Meetings.
10 November 2014 2. Notices of the Meetings to be delivered
to Euroclear and Clearstream,
(at least 24 clear Luxembourg and DTC for communication to
days before direct participants.
Meetings)
Announcement of Proposed Amendments,
with Consent Solicitation Memorandum
attached, via an RIS notice
3. Final form Amendment Deed, Deed Poll,
Liquidity Facility Agreement (and
Master Novation and Transfer Agreement,
Master Amendment Deed and Further
Amendment Deed), Trust Deed, Master
Definitions Schedule and this Consent
Solicitation Memorandum to be available
for inspection, as indicated, at the
offices of the Issuer.
4. From this date, Noteholders:
i. may arrange for Notes held by
Clearstream, Luxembourg and/or
Euroclear in their accounts to be
blocked in such accounts and held
to the order and under the control
of the Principal Paying Agent in
order to obtain voting certificates
or give voting instructions to the
Tabulation Agent; and
ii. holding Notes through DTC may
arrange for a form of proxy to be
delivered on their behalf to the
Tabulation Agent by the DTC
participant through whom they held
their Notes as of the Record Date.
On 3 December 2014 5. Final Voting Deadline. Final time by
which Noteholders must have arranged:
(as at such time as
is 48 hours prior to
the relevant
Meeting)
i. to request a voting certificate
from the Principal Paying Agent
(which will be available for
collection at the Meeting) to
attend or appoint a proxy to attend
and vote at the Meeting in person;
ii. for receipt by the Tabulation Agent
of a voting instruction in
accordance with the procedures of
Clearstream, Luxembourg and/or
Euroclear; or
iii. for forms of proxy submitted by
DTC Participants on behalf of the
DTC Noteholders to be delivered to
the Tabulation Agent.
Noteholder Meetings 6. Meetings of the Existing Noteholders
held on 5 December held on 5 December 2014 in accordance
2014 with the following timetable:
Meeting of the Existing Class B
Noteholders at 10:30 am London time/11:
30 am CET/5:30 am New York time.
Meeting of the Existing Class C
Noteholders at 10:35 am London time/11:
35 am CET/5:35 am New York time, or if
later immediately after the Meeting of
the Class B Noteholders has been
concluded or adjourned.
Meeting of the Existing Class D
Noteholders at 10:40 am London time/11:
40 am CET/5:40 am New York time, or if
later immediately after the Meeting of
the Class C Noteholders has been
concluded or adjourned.
Meeting of the Existing Class E
Noteholders at 10:45 am London time/11:
45 am CXET/5:45 am New York time, or if
later immediately after the Meeting of
the Class D Noteholders has been
concluded or adjourned.
As soon as 7. Announcement and publication of the
reasonably results of the Meetings by the Issuer
practicable after
the Meetings but no Delivery of notice of such results
later than 14 days to Euroclear and Clearstream, Luxembourg
after the Meetings and DTC for comunication to direct
participants and via RIS and Reuters.
If the Extraordinary Resolution is passed at all of the Meetings:
8 December 2014 8. Proposed Amendment Date
The Consent Fee will be payable by or on
behalf of the Liquidity Facility Provider
promptly after the date the relevant
Proposed Amendments are effected.
If a quorum is not achieved at a Meeting, an adjourned Meeting of
Noteholders will be held at such times as will be notified to the
relevant Noteholders in the notices of such adjourned Meeting.
Any adjourned Meeting will be held in accordance with the terms
of the Trust Deed.
All references in this Consent Solicitation Memorandum to times are
to London time, unless otherwise stated. The above times and dates
are indicative only and will depend, among other matters, on timely
receipt of voting instructions (and non-revocation thereof) and the
passing of the Extraordinary Resolution, and are subject to the
earlier deadlines of the relevant Clearing System and other
intermediaries (if any). The Issuer (acting in conjunction with the
Liquidity Facility Provider), reserves the right to make changes to
all relevant time limits as set out in this Consent Solicitation
Memorandum, subject to the requirements set out in Section 3
(Voting and Meeting).
SECTION 3 - VOTING AND MEETING
The following is a summary of the arrangements which have been made
for the purpose of Existing Noteholders voting in respect of the
Extraordinary Resolution to be proposed at the Meetings as set out
above. These arrangements satisfy the requirements of the
provisions contained in the Trust Deed relating to the Meetings of
Noteholders convened for the purpose of passing Extraordinary
Resolution. Full details of these arrangements are set out in
Schedule 3 (Provisions for Meetings of Noteholders) to the Trust
Deed, a copy of which is available for inspection at the offices of
the Issuer.
Each Class of the Existing Notes is in registered form and
represented by a global note (i) registered in the name of a
nominee for The Bank of New York Mellon, London Branch as common
depositary for Euroclear Bank S.A./N.V. ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"),
or (ii) other than the Existing Class E Notes, deposited with a
custodian for The Depository Trust Company ("DTC") and, together
with Euroclear and Clearstream, Luxembourg, the "Clearing Systems"
and each a "Clearing System" and registered in the name of DTC or
its nominee.
Any Existing Noteholder who wishes to vote in respect of the
Extraordinary Resolution should: (i) in the case of a beneficial
owner whose Notes are held in book-entry form by a custodian,
request such beneficial owner's custodian to vote on the relevant
Extraordinary Resolution(s) in accordance with the procedures set
out below or (ii) in the case of an Existing Noteholder whose Notes
are held in book-entry form directly in the relevant Clearing
System, vote on the relevant Extraordinary Resolution(s) in
accordance with the procedures set out below.
Existing Noteholders should note that the timings and procedures
set out below reflect the requirements for Noteholder meetings set
out in Schedule 3 (Provisions for Meetings of Noteholders) to the
Trust Deed, but that the Clearing Systems may have their own
additional requirements as to timings and procedures for voting on
the Extraordinary Resolution. Accordingly, any Existing Noteholders
wishing to vote in respect of the Extraordinary Resolution are
strongly urged either to contact their custodian (in the case of a
beneficial owner whose Existing Notes are held in book-entry form
by a custodian) or the relevant Clearing System (in the case of a
Noteholder whose Notes are held in book-entry form directly in the
relevant Clearing System) as soon as possible.
A. For Notes held through Euroclear or Clearstream, Luxembourg:
This paragraph A (For Notes held through Euroclear or Clearstream,
Luxembourg:) only applies to Notes held through Euroclear or
Clearstream, Luxembourg.
For the purposes of Notes held through Euroclear or Clearstream,
Luxembourg, a "Noteholder" shall mean each person who is for the
time being shown in the records of Euroclear or Clearstream,
Luxembourg as the holder of a particular principal amount of the
Notes. Each person who is the beneficial owner (a "Beneficial
Owner") of a particular principal amount of the Notes through a
Noteholder should note that such person is not considered to be a
Noteholder for the purposes of Notes held through Euroclear or
Clearstream, Luxembourg and will only be entitled to attend and
vote at a Meeting or to appoint a proxy to do so by instructing the
relevant Noteholder to follow the procedures set out below.
A Noteholder wishing to attend the Meeting in person must produce
at the Meeting a valid voting certificate issued by a Paying Agent
relating to the Note(s) in respect of which he wishes to vote.
A Noteholder not wishing to attend and vote at the Meeting in
person may either deliver his valid voting certificate(s) to the
person whom he wishes to attend on his behalf or give a voting
instruction (by giving his voting instructions to Clearstream,
Luxembourg and/or Euroclear) instructing a Paying Agent to appoint
a proxy to attend and vote at the Meeting in accordance with his
instructions. Any such appointment shall be made pursuant to a
block voting instruction.
A Noteholder must request the relevant Clearing System to block the
Notes in his own account and to hold the same to the order or under
the control of a Paying Agent not later than 48 hours before the
time appointed for holding the Meeting in order to obtain voting
certificates or give voting instructions in respect of the relative
Meeting. Notes so blocked will not be released until the earlier
of:
a. the conclusion of the Meeting (or, if applicable, any
adjournment of such Meeting); and
(b)
(i) in respect of (a) voting certificate(s), the surrender to a
Paying Agent of such voting certificate(s) and notification by the
relevant Paying Agent to the relevant Clearing System of such
surrender or the compliance in such other manner with the rules of
the relevant clearing system; or
(ii) in respect of voting instructions, not less than 48 hours
before the time for which the Meeting (or, if applicable, any
adjournment of such Meeting) is convened, the notification in
writing of any revocation or amendment of a Noteholder's previous
instructions to the Paying Agent and the same then being notified
in writing by the Paying Agent to the Issuer at least 24 hours
before the time appointed for holding the Meeting (or, if
applicable, any adjournment of such Meeting) and such Notes ceasing
in accordance with the procedures of the relevant Clearing System
and with the agreement of such Paying Agent to be held to its order
or under its control.
B. For Notes held through DTC:
This paragraph B (For Notes held through DTC:) only applies to
Notes held through DTC.
For the purposes of Notes held through DTC, each direct participant
in DTC holding a principal amount of the Notes, as reflected in the
records of DTC, as at the close of business in New York on 7
November 2014 (the "Record Date") will be considered to be a
Noteholder upon DTC granting an omnibus proxy authorising DTC
direct participants to vote at the relevant Meeting (by delivering
a form of proxy).
The Record Date has been fixed as the date for the determination of
Noteholders entitled to vote at the Meetings. The delivery of a
form of proxy, as defined and described below, will not affect a
Noteholder's right to sell or transfer any Notes, and a sale or
transfer of any Notes after the Record Date will not have the
effect of revoking any form of proxy properly delivered by a
Noteholder. Therefore, each properly delivered form of proxy will
remain valid notwithstanding any sale or transfer of any Notes to
which such form of proxy relates.
A DTC direct participant, duly authorised by an omnibus proxy from
DTC, may, by an instrument in writing in the English language (a "
form of proxy") in the form available from the office of the
Tabulation Agent specified below signed by such DTC direct
participant, or, in the case of a corporation, executed under its
common seal or signed on its behalf by an attorney or a duly
authorised officer of the corporation and delivered to the
specified office of the Tabulation Agent no later than 48 hours
before the time fixed for the relevant Meeting, appoint any person
(a "proxy") to act on his or its behalf in connection with any
Meeting (and any adjourned such Meeting).
A proxy so appointed shall so long as such appointment remains in
force be deemed, for all purposes in connection with the relevant
Meeting (or any adjourned such Meeting) to be the holder of the
Notes to which such appointment relates and the relevant Noteholder
shall be deemed for such purposes not to be the holder.
Only Noteholders (i.e. DTC direct participants) may deliver a form
of proxy. A beneficial owner of an interest in Notes held through a
DTC direct participant must direct such DTC direct participant to
deliver a form of proxy on its behalf.
Any DTC direct participant who intends to deliver one or more
properly completed forms of proxy should deliver the same by
registered mail, hand delivery, overnight courier or by e-mail or
facsimile (with an original delivered subsequently) to the
Tabulation Agent at its address, e-mail address or facsimile number
set forth below. Such forms of proxy must be received by the
Tabulation Agent no later than 48 hours before the time fixed for
the relevant Meeting.
The ownership of Notes held through DTC by DTC direct participants
shall be established by a DTC security position listing provided by
DTC as of the Record Date.
C. General provisions relating to the Meetings:
The quorum required at each Meeting is one or more persons present
holding voting certificates or being proxies and representing in
the aggregate over 50 per cent. of the aggregate Sterling
Equivalent Principal Amount Outstanding of the Notes of the
relevant Class for the time being outstanding.
If a quorum is not present at any Meeting within 15 minutes or such
longer period not exceeding 30 minutes as the Chairman may decide
from the time fixed for the relevant Meeting, such Meeting will be
adjourned in accordance with the provisions of the Trust Deed and
the Extraordinary Resolutions shall be considered at the adjourned
Meeting (notice of which will be given to the Noteholders of the
relevant Class). At any adjourned meeting, the quorum required is
one or more persons present holding voting certificates or being
proxies (whatever the aggregate Sterling Equivalent Principal
Amount Outstanding of the Notes of such Class so represented by
them). Noteholders should note that voting certificates obtained
and proxies appointed in respect of a Meeting shall remain valid
for the relevant adjourned Meeting unless validly revoked.
Every question submitted to each Meeting will be decided in the
first instance by a show of hands unless a poll is duly demanded
(before or on the declaration of the result on the show of hands)
by the Chairman of such Meeting, the Issuer, the Trustee or by any
person present holding a voting certificate or being a proxy
(whatever the principal amount of Notes of the relevant Class so
held or represented by him). On a show of hands every person who is
present in person and produces a voting certificate or is a proxy
shall have one vote. On a poll every person who is so present in
person and produces a voting certificate or is a proxy shall have
one vote in respect of each £1.00 in Principal Amount Outstanding
of the Notes represented or held by him.
In the case of equality of votes, the Chairman of the Meeting
shall, both on a show of hands and on a poll, have a casting vote.
To be passed, the Extraordinary Resolution requires a majority in
favour consisting of not less than 75 per cent. of the persons
voting at the Meeting upon a show of hands or, if a poll is duly
demanded, by a majority consisting of not less than 75 per cent. of
the votes cast on such poll, as the case may be.
If an Extraordinary Resolution is duly passed by the holders of the
relevant Class of Existing Notes, it will be binding on all
Existing Noteholders of such Class, including those Existing
Noteholders who did not attend the relevant Meeting or who attended
or were represented and who voted against such Extraordinary
Resolution.
Without prejudice to the obligations of proxies named in any block
voting instruction, any person entitled to more than one vote need
not use all such votes or cast all such votes in the same way.
Noteholders who hold their notes through the Clearing Systems
should contact the relevant Clearing System with any questions and
requests for assistance in relation to the voting process
(including the blocking of Notes).
Noteholders who hold their notes through an intermediary should
contact such intermediary with any questions and requests for
assistance in relation to the voting process.
Please refer to Section 5 (Form of Meeting Notice and of
Extraordinary Resolutions) for full details of the Meetings, voting
and quorum requirements. In accordance with the provisions of the
Trust Deed, copies of Meeting Notices have been delivered to
Euroclear and Clearstream, Luxembourg for dissemination to
Noteholders.
Implementation
If the Extraordinary Resolution is duly passed, the Proposed
Amendments are expected to be implemented shortly thereafter.
The Issuer urges the Existing Noteholders to consider the Proposed
Amendments carefully and to ensure they comply with the timetable
requirements (set out in Section 2 (Expected Timetable of Events))
in order to ensure they are able to participate in, or be
represented at, the Meetings and to have their votes cast in
relation to the Extraordinary Resolution.
SECTION 4 - SPECIAL CONSIDERATIONS
The following is an overview of certain of the risks associated
with the Proposed Amendments about which the Noteholders should be
aware. The Issuer represents that the overview of certain risks
included in this section is not intended to be exhaustive as to all
matters about which Noteholders should be aware. All of these
factors are contingencies which may or may not occur and the Issuer
is not in a position to express a view on the likelihood of any
such contingency occurring. Before making a decision with respect
to the Proposed Amendments, Noteholders should carefully consider,
in addition to the information contain in this Consent Solicitation
Memorandum the risk factors and other considerations set out in the
Offering Circular issued by the Issuer in connection with the Notes
on 15 February 2005, and the following:
Noteholders bound by the Extraordinary Resolution
If the requisite number of Noteholders (present in person or
represented) at a Meeting vote in favour of the Extraordinary
Resolution and the Extraordinary Resolution is passed, the
Extraordinary Resolution will be binding on all Noteholders of the
relevant Class whether or not such Noteholder was present at the
relevant Meeting and/or whether or not such Noteholder voted in
respect of, or in favour of, the Extraordinary Resolution.
Conditionality
Existing Class B Noteholders should note that, notwithstanding the
fact that the Extraordinary Resolution may be passed by the
requisite majority of holders of the Existing Class B Notes, the
signing of the Amendment Deed, as applicable, is conditional upon
the requisite majority of holders of each of the Existing Class C
Notes, the Existing Class D Notes and the Existing Class E Notes
voting in favour of an Extraordinary Resolution on identical terms
(mutatis mutandis), as applicable or the Trustee determining in
each case that the relevant modifications will not be materially
prejudicial to the interests of the holder of any such Class of
Notes.
Existing Class C Noteholders should note that, notwithstanding the
fact that the Extraordinary Resolution may be passed by the
requisite majority of holders of the Existing Class C Notes, the
signing of the Amendment Deed, as applicable, is conditional upon
the requisite majority of holders of each of the Existing Class B
Notes, the Existing Class D Notes and the Existing Class E Notes
voting in favour of an Extraordinary Resolution on identical terms
(mutatis mutandis), as applicable or the Trustee determining in
each case that the relevant modifications will not be materially
prejudicial to the interests of the holder of any such Class of
Notes.
Existing Class D Noteholders should note that, notwithstanding the
fact that the Extraordinary Resolution may be passed by the
requisite majority of holders of the Existing Class D Notes, the
signing of the Amendment Deed, as applicable, is conditional upon
the requisite majority of holders of each of the Existing Class B
Notes, the Existing Class C Notes and the Existing Class E Notes
voting in favour of an Extraordinary Resolution on identical terms
(mutatis mutandis), as applicable or the Trustee determining in
each case that the relevant modifications will not be materially
prejudicial to the interests of the holder of any such Class of
Notes.
Existing Class E Noteholders should note that, notwithstanding the
fact that the Extraordinary Resolution may be passed by the
requisite majority of holders of the Existing Class E Notes, the
signing of the Amendment Deed, as applicable, is conditional upon
the requisite majority of holders of each of the Existing Class B
Notes, the Existing Class C Notes and the Existing Class D Notes
voting in favour of an Extraordinary Resolution on identical terms
(mutatis mutandis), as applicable or the Trustee determining in
each case that the relevant modifications will not be materially
prejudicial to the interests of the holder of any such Class of
Notes.
No Rating Agency Confirmations
None of the Issuer, the Trustee, the Liquidity Facility Provider,
the Paying Agents or the Tabulation Agent have undertaken a formal
process to confirm with any Rating Agency the effect of
implementation of the Proposed Amendments on the ratings of the
Notes and no Rating Agency Confirmations have been obtained.
However, the Liquidity Facility Provider reserves the right to
confirm with any Rating Agency the effect of implementation of
either of the Proposed Amendments on the ratings of the Notes and
to obtain a Rating Agency Confirmation from any Rating Agency at
any time. Should a Rating Agency Confirmation be provided, the
Noteholders will be notified accordingly. Noteholders should
however form their own judgement as to the merits of the Proposed
Amendments, the sensitivity of the ratings of the Notes to the
Proposed Amendments and the effect on their holdings of the Notes.
Trustee Discretion
Please note that although the Trustee may have certain discretions
under the Trust Deed to provide its consent to any proposed
modification(s) to the Documents on the basis that such proposed
modification(s) will not be materially prejudicial to the interests
of the holder of any Class of Notes, there is no obligation on the
Trustee to exercise any such discretion and the Trustee may not
exercise any such discretion. Noteholders are therefore urged to
exercise their right to vote.
Blocking of Notes
When considering whether to submit voting instructions or request a
voting certificate in order to vote at the Meeting, Noteholders
whose Notes are represented by a Global Note and who hold their
Notes through Euroclear or Clearstream, Luxembourg, should take
into account that restrictions on the transfer of Notes by
Noteholders will apply from the time the voting instructions are
submitted or the voting certificate is requested. Such Noteholders,
by delivering voting instructions or requesting a voting
certificate in respect of any Notes, will agree that their Notes
will be blocked in the relevant Clearing System with effect from
and including the date on which the relevant instruction or request
is received by the relevant Clearing System and will remain blocked
until the earliest of:
a. the conclusion of the relevant Meeting (or, if adjourned, of
the adjourned Meeting); and
b. the date on which the voting instructions are validly revoked
or the relevant voting certificates are surrendered.
Such Noteholders should also note that their Notes will remain
blocked in the relevant Clearing System pending payment of any
Consent Fee payable to them.
Taxation
This Consent Solicitation Memorandum does not address any tax
consequences of the Proposed Amendments or the payment of the
Consent Fee, whether or not the Proposed Amendments are
implemented. Noteholders who are in any doubt as to the tax
position, should consult their own independent tax advisers
regarding any tax implications by reference to their own particular
or individual circumstances.
Responsibility for Complying with the Voting Procedures
Noteholders are responsible for complying with all of the
procedures for submitting voting instructions or obtaining a voting
certificate. None of the Liquidity Facility Provider, the Issuer,
the Tabulation Agent, the Paying Agents or the Trustee assumes any
responsibility for informing Noteholders of any irregularity with
respect to any submission of voting instructions or any request for
a voting certificate.
Interpretation Final
All questions as to the form of documents, and establishing the
validity and eligibility (including time of receipt) of voting
instructions and matters relating to the revocation or amendment of
voting instructions will be determined by the Issuer subject, in
the case of matters prescribed by the Meetings Provisions, to the
approval of the Trustee, whose determination shall be final and
binding. The Issuer also reserves the right, subject, in the case
of matters prescribed by the Meetings Provisions, to the approval
of the Trustee, to waive any and all defects or irregularities in
the giving of particular voting instructions.
No alternative, conditional or contingent giving of voting
instructions will be accepted. Unless waived by the Issuer (acting
in conjunction with the Trustee, as described in the paragraph
above), any defects or irregularities in connection with giving of
voting instructions must be cured within such time as is permitted
by the Meetings Provisions. None of the Tabulation Agent, the
Paying Agents, the Issuer, the Trustee or any other person will be
under any duty to give notification of any defects or
irregularities in such voting instructions nor will such entities
incur any liability for failure to give such notification. Giving
of such voting instructions will not be deemed to have been made
until such defects or irregularities have been cured or waived.
Responsibility to Consult Advisors
Noteholders should consult their own tax, accounting, financial and
legal advisors regarding the consequences (tax, accounting or
otherwise) of participating in the Proposed Amendments and the
receipt by them of the Consent Fee.
Implementation
Until the Issuer announces in accordance with the terms of the
Trust Deed that the Extraordinary Resolution has been passed and
that the Amendment Deed has been executed, no assurance can be
given that the Proposed Amendments will be implemented.
Required Approvals
In order for the Proposed Amendments to be implemented, the Issuer
will require the approval of the Trustee who will only give its
consent to the Proposed Amendments if the Proposed Amendments are
approved by the Extraordinary Resolution of the Existing B
Noteholders, the Existing C Noteholders, the Existing D Noteholders
and the Existing E Noteholders.
The Extraordinary Resolution is to be proposed for consideration at
the Meetings of the Existing Noteholders. If successfully passed,
the Trustee will then be in the position to give its consent, which
will allow the Issuer to implement the Proposed Amendments.
SECTION 5 - FORM OF MEETINGS NOTICE AND EXTRAORDINARY RESOLUTION
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE
REGISTERED AND BENEFICIAL OWNERS OF THE EXISTING NOTES (AS DEFINED
BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS
NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER
If you are in any doubt as to the action you should take, you are
recommended to seek your own financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or other
financial, legal or tax adviser authorised under the Financial
Services and Markets Act 2000 (if you are in the United Kingdom),
or from another appropriately authorised independent financial
adviser (if you are not) and such other professional advice from
your own professional advisors as you deem necessary.
If you have recently sold or otherwise transferred your entire
holding(s) of Existing Notes referred to below, you should
immediately forward this document 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.
THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A
SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR ANY
SECURITIES OF THE ISSUER OR ANY OTHER ENTITY.
SOUTHERN PACIFIC SECURITIES 05-1 PLC
(the "Issuer")
NOTICE OF MEETINGS
FIRST MEETING
A Meeting of the holders of the
Class B1c £45,500,000 Mortgage Backed Floating Rate Notes due 2043
ISIN: XS0212691660, US84359WAE03, CUSIP: 84359WAE0
(the "Existing Class B Noteholders" and the "Existing Class B Notes
" respectively)
presently outstanding
SECOND MEETING
A Meeting of the holders of the
Class C1c £26,250,000 Mortgage Backed Floating Rate Notes due 2043
ISIN: XS0212691744, US84359WAF77, CUSIP: 84359WAF7
(the "Existing Class C Noteholders" and the "Existing Class C Notes
" respectively)
presently outstanding
THIRD MEETING
A Meeting of the holders of the
Class D1c £22,750,000 Mortgage Backed Floating Rate Notes due 2043
ISIN: XS0212692122, US84359WAG50, CUSIP: 84359WAG5
(the "Existing Class D Noteholders" and the "Existing Class D Notes
" respectively)
presently outstanding
FOURTH MEETING
A Meeting of the holders of the
Class E £3,500,000 Mortgage Backed Floating Rate Notes due 2043
ISIN: XS0212692478
(the "Existing Class E Noteholders" and the "Existing Class E Notes
" respectively)
presently outstanding
(together, the Existing Class B Noteholders, the Existing Class C
Noteholders, the Existing Class D Noteholders and the Existing
Class E Noteholders are referred to as the "Existing Noteholders"
and separately each a "Class of Existing Noteholders"; together,
the Existing Class B Notes, the Existing Class C Notes, the
Existing Class D Notes and the Existing Class E Notes are referred
to as the "Existing Notes")
NOTICE IS HEREBY GIVEN that a separate Meeting (each, a "Meeting")
at the offices of Reed Smith LLP, The Broadgate Tower, 20 Primrose
Street, London EC2A 2RS of the holders of:
# all the Existing Class B Notes is hereby convened by the Issuer
on 5 December 2014 at 10:30 am (London time), 11:30 am (CET)
and 5:30 am (New York time) for the purpose of considering and,
if thought fit, passing the Extraordinary Resolutions set out
below;
# all the Existing Class C Notes is hereby convened by the Issuer
on 5 December 2014 at 10:35 am (London time), 11:35 am (CET)
and 5:35 am (New York time) immediately after the Meeting of
the Existing Class B Noteholders has been concluded or
adjourned, for the purpose of considering and, if thought fit,
passing the Extraordinary Resolutions set out below;
# all the Existing Class D Notes is hereby convened by the Issuer
on 5 December 2014 at 10:40 am (London time), 11:40am (CET) and
5:40 am (New York time) immediately after the Meeting of the
Existing Class C Noteholders has been concluded or adjourned,
for the purpose of considering and, if thought fit, passing the
Extraordinary Resolutions set out below;
# all the Existing Class E Notes is hereby convened by the Issuer
on 5 December 2014 at 10:45 am (London time), 11:45am (CET) and
5:45 am (New York time) immediately after the Meeting of the
Existing Class D Noteholders has been concluded or adjourned,
for the purpose of considering and, if thought fit, passing the
Extraordinary Resolutions set out below,
in accordance with the provisions of the trust deed dated 23
February 2005 as amended, restated and supplemented from time to
time (the "Trust Deed") made between the Issuer and Capita IRG
Trustees Limited (the "Trustee") and constituting the Existing
Notes. The proposed amendments to be made to the documents as
described in this Meetings Notice are together referred to as the "
Proposed Amendments".
This Consent Solicitation Memorandum dated 10 November 2014
relating to the Proposed Amendments (the "Consent Solicitation
Memorandum"), a copy of which is available as indicated below,
explains the background to and reasons for, gives full details of,
and invites Existing Noteholders to approve, the Proposed
Amendments.
Capitalised terms in this Meetings Notice shall, except where the
context otherwise requires or save where otherwise defined herein,
bear the meanings ascribed to them in the Consent Solicitation
Memorandum. The Consent Solicitation Memorandum and the draft
Amendment Deed are available for inspection during normal business
hours on any day (excluding Saturdays, Sundays and public holidays
in England) at the offices of the Issuer, 4th Floor, 40 Dukes
Place, London EC3A 7NH.
FORM OF EXTRAORDINARY RESOLUTION
The Extraordinary Resolution will be proposed at separate Meetings
to the holders of (i) the Existing Class B Notes, (ii) the Existing
Class C Notes, (iii) the Existing Class D Notes and (iv) the
Existing Class E Notes mutatis mutandis and is in the following
terms (with only such changes as are required to reflect the
holding of separate Meetings of each such Class of Existing
Noteholders):
"THAT this Meeting of the holders of the Existing Class [B/C/D/E]
Mortgage Backed Floating Rate Notes presently outstanding (the "
Existing Notes") of Southern Pacific Securities 05-1 PLC (the "
Issuer"), constituted by a Trust Deed dated 23 February 2005 as
amended, restated and supplemented from time to time (the "Trust
Deed") made between the Issuer and Capita IRG Trustees Limited)
(the "Trustee") as trustee for the holders of the Existing Notes
(the "Existing Noteholders") HEREBY RESOLVES as an Extraordinary
Resolution:
a. (subject to paragraph (l) below) to approve, authorise, consent,
saction and assent to the Proposed Amendments (as defined in the
Consent Solicitation Memorandum dated 10 November 2014 issued by the
Issuer (the "Consent Solicitation Memorandum") and its implementation;
b. (subject to paragraph (l) below) that each of the Issuer, the
Trustee, Acenden Limited and Lloyds Bank plc as Liquidity
Facility Provider is hereby authorised, sanctioned, requested,
directed, empowered and instructed to:
i. implement the Proposed Amendments described in Section 1,
part 4 (Re-sizing of Liquidity Facility) of the Consent
Solicitation Memorandum (the "Proposed Amendments") and as
set out in the Amendment Deed;
ii. enter into the Amendment Deed to effect the Proposed
Amendments; and
iii. concur in, and execute and do, all such other deeds,
instruments, ancillary documents, acts and things and take
such steps as may be necessary and desirable to carry out
and give effect to the Amendment Deed, the Proposed
Amendments and this Extraordinary Resolution,
in the case of the Amendment Deed, in substantially the same form
as the draft Amendment Deed produced to this Meeting and signed by
the chairman of this Meeting for the purpose of identification,
with such non-material amendments (if any) as may be requested by
the Issuer and approved by the Trustee or required by the Trustee,
in each case, in its sole discretion;
c. (subject to paragraph (l) below) that the Issuer and the
Trustee and each other party thereto is authorised, sanctioned,
requested, directed, empowered and instructed to comply with
its obligations under the Liquidity Facility Agreement (as
modified by the Amendment Deed);
d. (subject to paragraph (l) below) that the amendments set out in
the Amendment Deed are authorised and approved and the Issuer,
the Trustee and the other parties thereto are authorised,
sanctioned, requested, directed, empowered and instructed, to
the extent legally possible, to undertake the implementation of
the Amendment Deed on and subject to the conditions set out
therein;
e. to sanction every abrogation, modification, compromise or
arrangement in respect of the rights of the Trustee or the
Existing Noteholders appertaining to the Existing Notes against
the Issuer, whether or not such rights arise under the Trust
Deed or any other Transaction Document, involved in or
resulting from or to be effected by, the modifications referred
to in paragraphs (a) to (d) of this Extraordinary Resolution
and their implementation or this Extraordinary Resolution;
f. to waive any and all requirements, restrictions or conditions
precedent set forth in the Transaction Documents on any person
in respect of implementing the Amendment Deed and the Proposed
Amendments or this Extraordinary Resolution;
g. (subject to paragraph (l) below) that the Trustee is hereby
authorised, sanctioned, requested, directed, empowered and
instructed to enter into the Amendment Deed to effect a:
i. waiver of all breaches or proposed breaches by the Issuer
of the provisions of the Transaction Documents or the
Conditions that may occur in connection with entering into
the Amendment Deed and performing its obligations
contemplated thereby or otherwise taking any steps referred
to in paragraphs (b) and (c) above; and
ii. determination that any actions taken by the Issuer pursuant
to or in connection with the Amendment Deed or in
connection with its obligations thereunder or otherwise
taking any steps referred to in paragraphs (b) and (c)
above which constitute an Event of Default or Potential
Event of Default in respect of the Notes shall not be
treated as such;
h. to discharge and exonerate the Issuer from all liability for
which it may have become or may become responsible under any
Transaction Document or the Existing Notes in respect of any
requirements, restrictions or conditions precedent set forth in
the Transaction Documents or the Existing Notes in connection
with the Amendment Deed and the Proposed Amendments or this
Extraordinary Resolution or implementation thereof;
i. to discharge and exonerate the Trustee and the Issuer from any
responsibility or liability for which it may have become or may
become responsible under the Trust Deed, the Deed of Charge,
the Existing Notes or any Transaction Document or any document
related thereto in respect of any act or omission in connection
with the passing of this Extraordinary Resolution or the
executing of any deeds, agreements, documents or instruments,
the performance of any acts, matters or things done to carry
out and give effect to the matters contemplated in the
Amendment Deed, the Proposed Amendments, the Consent
Solicitation Memorandum or this Extraordinary Resolution;
j. to acknowledge and agree that Rating Agency Confirmations will
not be obtained;
k. to sanction the passing of the Extraordinary Resolution by the
holders of the Existing [B/C/D/E] Notes as set out in the Meetings
Notice of the Existing [B/C/D/E] Noteholders dated the same date as
the notice convening this Meeting; and
l. that the signing of the Amendment Deed shall be in all respects
conditional on the requisite majority of holders of each of the
Existing Class [B/C/D/E] Notes, the Existing [B/C/D/E] Notes and
the Existing Class [B/C/D/E] Notes voting in favour of the
Extraordinary Resolution in the same form (mutatis mutandis) to be
proposed at separate Meetings of such holders convened by the
Issuer on or around 5 December 2014 or at any adjournment thereof,
or in each case the Trustee determining that the relevant
modifications will not be materially prejudicial to the interests
of the holders of any such Classes of Notes.
Capitalised terms in this Extraordinary Resolution shall, except
where the context otherwise requires or save where otherwise
defined herein, bear the meanings ascribed to them in the Consent
Solicitation Memorandum or the Master Definitions Schedule."
1.DOCUMENTS AVAILABLE FOR INSPECTION
Hard copies of the following documents will be available for
inspection by the Existing Noteholders (subject to the
identification requirements) during normal business hours on any
day (excluding Saturdays, Sundays and public holidays in England)
at the offices of the Issuer, 4th Floor, 40 Dukes Place, London
EC3A 7NH up to and including the date of the Meeting and at the
Meeting:
i. a final form of the Amendment Deed;
ii. for reference purposes, the Deed Poll;
iii. for reference purposes, the Liquidity Facility Agreement;
iv. for reference purposes, the Master Novation and Transfer
Agreement;
v. for reference purposes, the Master Amendment Deed;
vi. for reference purposes, the Further Amendment Deed;
vii. for reference purposes, the Trust Deed;
viii. for reference purposes, the Master Definitions Schedule; and
ix. the Consent Solicitation Memorandum.
Such documents will not be available for photocopying or any other
form of reproduction at any time and copies will not be permitted
to leave the room containing such copies.
2.GENERAL
2.1 The attention of Existing Noteholders is particularly drawn
to the quorum required for the Meetings and for adjourned
Meetings which is set out in “Voting and Quorum” below.
Having regard to such requirements, Existing Noteholders are
strongly urged either to request the necessary voting certificate
required in order to attend the Meeting or to take steps to appoint
a proxy to vote on their behalf at the Meeting, as referred to below,
as soon as possible.
2.2 Lucid Issuer Services Limited as tabulation agent (the “Tabulation Agent”),
the Trustee, the Issuer and the Paying Agents (and their respective advisors)
have not been involved in the formulation or verification of the Proposed
Amendments and express no views or opinions on the merits of the Proposed
Amendments or the Extraordinary Resolution. Neither the Issuer nor the
Trustee has any objection to the presentation of the Proposed Amendments
and the Extraordinary Resolution being put to Existing Noteholders for
their consideration. The Trustee, the Issuer, the Tabulation Agent and
the Paying Agents (and their respective advisors) are not responsible
for the accuracy, sufficiency, relevance, completeness, validity,
correctness or otherwise of the statements made in this Consent Solicitation
Memorandum or otherwise disclosed or to be disclosed to Existing Noteholders
in connection with the Proposed Amendments and the Extraordinary Resolution
and make no representation that all relevant information has been disclosed
to the Existing Noteholders in or pursuant to this Consent Solicitation
Memorandum and this Meetings Notice. None of the Issuer, Paying Agents,
the Trustee or the Tabulation Agent (or any of their respective advisors)
accepts any liability in relation to the Proposed Amendments or the matters
set out in the Consent Solicitation Memorandum.
2.3 Existing Noteholders should take their own independent advice on the
merits and on the consequences of voting in favour of the Proposed
Amendments. A discussion of certain factors, which should be considered
in connection with the delivery of voting instructions, is set out under
"Special Consideration" in Section 4 of the Consent Solicitation Memorandum.
3.VOTING AND QUORUM
3.1 The following is a summary of the arrangements which have been made
for the purpose of Existing Noteholders voting in respect of the
Extraordinary Resolution to be proposed at the Meetings as set out
above. These arrangements satisfy the requirements of the provisions
contained in the Trust Deed relating to the Meetings of Existing
Noteholders convened for the purpose of passing Extraordinary Resolution.
Full details of these arrangements are set out in Schedule 3
(Provisions for Meetings of Noteholders) to the Trust Deed a copy
of which is available for inspection at the offices of the Issuer.
3.2 Copies of the Trust Deed are available for inspection during normal
business hours on any day (excluding Saturdays, Sundays and public
holidays in England) at the offices of the Issuer, 4th Floor,
40 Dukes Place, London EC3A 7NH up to and including the date of
the Meeting and at the Meeting.
3.3 Each Class of the Existing Notes is in registered form and represented
by a global note (i) registered in the name of a nominee for The Bank
of New York Mellon, London Branch as common depositary for Euroclear
Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
(“Clearstream, Luxembourg”), or (ii) other than the Existing Class E Notes,
deposited with a custodian for The Depository Trust Company (“DTC”) and,
together with Euroclear and Clearstream, Luxembourg, the “Clearing Systems”
and each a “Clearing System” and registered in the name of DTC or its nominee.
Any Existing Noteholder who wishes to vote in respect of the
Extraordinary Resolution should: (i) in the case of a beneficial
owner whose Notes are held in book-entry form by a custodian,
request such beneficial owner's custodian to vote on the relevant
Extraordinary Resolution(s) in accordance with the procedures set
out below or (ii) in the case of an Existing Noteholder whose Notes
are held in book-entry form directly in the relevant Clearing
System, vote on the relevant Extraordinary Resolution(s) in
accordance with the procedures set out below.
Existing Noteholders should note that the timings and procedures
set out below reflect the requirements for Noteholder meetings set
out in Schedule 3 (Provisions for Meetings of Noteholders) to the
Trust Deed, but that the Clearing Systems may have their own
additional requirements as to timings and procedures for voting on
the Extraordinary Resolution. Accordingly, any Existing Noteholders
wishing to vote in respect of the Extraordinary Resolution are
strongly urged either to contact their custodian (in the case of a
beneficial owner whose Existing Notes are held in book-entry form
by a custodian) or the relevant Clearing System (in the case of a
Noteholder whose Notes are held in book-entry form directly in the
relevant Clearing System) as soon as possible.
3.4 For Notes held through Euroclear or Clearstream, Luxembourg:
This paragraph 3.4 (For Notes held through Euroclear or
Clearstream, Luxembourg:) only applies to Notes held through
Euroclear or Clearstream, Luxembourg.
For the purposes of Notes held through Euroclear or Clearstream,
Luxembourg, a "Noteholder" shall mean each person who is for the
time being shown in the records of Euroclear or Clearstream,
Luxembourg as the holder of a particular principal amount of the
Notes. Each person who is the beneficial owner (a "Beneficial
Owner") of a particular principal amount of the Notes through a
Noteholder should note that such person is not considered to be a
Noteholder for the purposes of Notes held through Euroclear or
Clearstream, Luxembourg and will only be entitled to attend and
vote at a Meeting or to appoint a proxy to do so by instructing the
relevant Noteholder to follow the procedures set out below.
A Noteholder wishing to attend the Meeting in person must produce
at the Meeting a valid voting certificate issued by a Paying Agent
relating to the Note(s) in respect of which he wishes to vote.
A Noteholder not wishing to attend and vote at the Meeting in
person may either deliver his valid voting certificate(s) to the
person whom he wishes to attend on his behalf or give a voting
instruction (by giving his voting instructions to Clearstream,
Luxembourg and/or Euroclear) instructing a Paying Agent to appoint
a proxy to attend and vote at the Meeting in accordance with his
instructions. Any such appointment shall be made pursuant to a
block voting instruction.
A Noteholder must request the relevant Clearing System to block the
Notes in his own account and to hold the same to the order or under
the control of a Paying Agent not later than 48 hours before the
time appointed for holding the Meeting in order to obtain voting
certificates or give voting instructions in respect of the relative
Meeting. Notes so blocked will not be released until the earlier
of:
a. the conclusion of the Meeting (or, if applicable, any
adjournment of such Meeting); and
b.
i. in respect of (a) voting certificate(s), the surrender
to a Paying Agent of such voting certificate(s) and
notification by the relevant Paying Agent to the
relevant Clearing System of such surrender or the
compliance in such other manner with the rules of the
relevant clearing system; or
ii. in respect of voting instructions, not less than 48
hours before the time for which the Meeting (or, if
applicable, any adjournment of such Meeting) is
convened, the notification in writing of any revocation
or amendment of a Noteholder's previous instructions
to the Paying Agent and the same then being notified
in writing by the Paying Agent to the Issuer at least
24 hours before the time appointed for holding the Meeting
(or, if applicable, any adjournment of such Meeting) and
such Notes ceasing in accordance with the procedures of
the relevant Clearing System and with the agreement of such
Paying Agent to be held to its order or under its control.
3.5 For Notes held through DTC:
This paragraph 3.5 (For Notes held through DTC:) only applies to
Notes held through DTC.
For the purposes of Notes held through DTC, each direct participant
in DTC holding a principal amount of the Notes, as reflected in the
records of DTC, as at the close of business in New York on 7
November 2014 (the "Record Date") will be considered to be a
Noteholder upon DTC granting an omnibus proxy authorising DTC
direct participants to vote at the relevant Meeting (by delivering
a form of proxy).
The Record Date has been fixed as the date for the determination of
Noteholders entitled to vote at the Meetings. The delivery of a
form of proxy, as defined and described below, will not affect a
Noteholder's right to sell or transfer any Notes, and a sale or
transfer of any Notes after the Record Date will not have the
effect of revoking any form of proxy properly delivered by a
Noteholder. Therefore, each properly delivered form of proxy will
remain valid notwithstanding any sale or transfer of any Notes to
which such form of proxy relates.
A DTC direct participant, duly authorised by an omnibus proxy from
DTC, may, by an instrument in writing in the English language (a "
form of proxy") in the form available from the office of the
Tabulation Agent specified below signed by such DTC direct
participant, or, in the case of a corporation, executed under its
common seal or signed on its behalf by an attorney or a duly
authorised officer of the corporation and delivered to the
specified office of the Tabulation Agent no later than 48 hours
before the time fixed for the relevant Meeting, appoint any person
(a "proxy") to act on his or its behalf in connection with any
Meeting (and any adjourned such Meeting).
A proxy so appointed shall so long as such appointment remains in
force be deemed, for all purposes in connection with the relevant
Meeting (or any adjourned such Meeting) to be the holder of the
Notes to which such appointment relates and the relevant Noteholder
shall be deemed for such purposes not to be the holder.
Only Noteholders (i.e. DTC direct participants) may deliver a form
of proxy. A beneficial owner of an interest in Notes held through a
DTC direct participant must direct such DTC direct participant to
deliver a form of proxy on its behalf.
Any DTC direct participant who intends to deliver one or more
properly completed forms of proxy should deliver the same by
registered mail, hand delivery, overnight courier or by e-mail or
facsimile (with an original delivered subsequently) to the
Tabulation Agent at its address, e-mail address or facsimile number
set forth below. Such forms of proxy must be received by the
Tabulation Agent no later than 48 hours before the time fixed for
the relevant Meeting.
The ownership of Notes held through DTC by DTC direct participants
shall be established by a DTC security position listing provided by
DTC as of the Record Date.
3.6. General provisions relating to the Meetings:
The quorum required at each Meeting is one or more persons present
holding voting certificates or being proxies and representing in
the aggregate over 50 per cent. of the aggregate Sterling
Equivalent Principal Amount Outstanding of the Notes of the
relevant Class for the time being outstanding.
If a quorum is not present at any Meeting within 15 minutes or such
longer period not exceeding 30 minutes as the Chairman may decide
from the time fixed for the relevant Meeting, such Meeting will be
adjourned in accordance with the provisions of the Trust Deed and
the Extraordinary Resolutions shall be considered at the adjourned
Meeting (notice of which will be given to the Noteholders of the
relevant Class). At any adjourned meeting, the quorum required is
one or more persons present holding voting certificates or being
proxies (whatever the aggregate Sterling Equivalent Principal
Amount Outstanding of the Notes of such Class so represented by
them). Noteholders should note that voting certificates obtained
and proxies appointed in respect of a Meeting shall remain valid
for the relevant adjourned Meeting unless validly revoked.
Every question submitted to each Meeting will be decided in the
first instance by a show of hands unless a poll is duly demanded
(before or on the declaration of the result on the show of hands)
by the Chairman of such Meeting, the Issuer, the Trustee or by any
person present holding a voting certificate or being a proxy
(whatever the principal amount of Notes of the relevant Class so
held or represented by him). On a show of hands every person who is
present in person and produces a voting certificate or is a proxy
shall have one vote. On a poll every person who is so present in
person and produces a voting certificate or is a proxy shall have
one vote in respect of each £1.00 in Principal Amount Outstanding
of the Notes represented or held by him.
In the case of equality of votes, the Chairman of the Meeting
shall, both on a show of hands and on a poll, have a casting vote.
To be passed, the Extraordinary Resolution requires a majority in
favour consisting of not less than 75 per cent. of the persons
voting at the Meeting upon a show of hands or, if a poll is duly
demanded, by a majority consisting of not less than 75 per cent. of
the votes cast on such poll, as the case may be.
If an Extraordinary Resolution is duly passed by the holders of the
relevant Class of Existing Notes, it will be binding on all
Existing Noteholders of such Class, including those Existing
Noteholders who did not attend the relevant Meeting or who attended
or were represented and who voted against such Extraordinary
Resolution.
Without prejudice to the obligations of proxies named in any block
voting instruction, any person entitled to more than one vote need
not use all such votes or cast all such votes in the same way.
Noteholders who hold their notes through the Clearing Systems
should contact the relevant Clearing System with any questions and
requests for assistance in relation to the voting process
(including the blocking of Notes).
Noteholders who hold their notes through an intermediary should
contact such intermediary with any questions and requests for
assistance in relation to the voting process.
All Existing Noteholders will be notified of the result of voting
on the Extraordinary Resolution in accordance with the Trust Deed
promptly once such result is known (and in any event within 14 days
of the Meeting).
The attention of the Existing Noteholders is particularly drawn to
the quorum required for the Meeting as set out above.
Having regard to such requirements, the Existing Noteholders are
requested to take steps to be represented at the Meeting, as
referred to above, as soon as possible or to make arrangements to
attend in person.
This Meetings Notice, and any non-contractual obligation arising
out of or in connection with it, is governed by English law.
The Paying Agents/Tabulation Agent with respect to the Existing
Notes are as follows:
Principal Paying Agent U.S Paying Agent
The Bank of New York Mellon, The Bank of New York Mellon
London Branch
One Canada Square 101 Barclay Street
London E14 5AL New York
Contact: Corporate Trust USA 10286
Administration Contact: Corporate Trust
(Structured Finance) Administration
Fax: +44 (0) 20 7964 6399 Fax: +1 212 815 5915
Tabulation Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Contact: Victor Parzyjagla
Telephone: +44 (0) 20 7704 0880
Email: sps@lucid-is.com
Fax: +44 (0) 20 7067 9098
This notice is given by the Issuer.
10 November 2014
SECTION 6 - Definitions
Capitalised terms used but not defined in this Consent Solicitation
Memorandum shall, unless the context otherwise requires, have the
meanings set out in the Master Definitions Schedule, the Trust Deed
and/or the Terms and Conditions.
"144A Notes" means the Class B1c Notes represented by the B1c
Rule 144A Global Note, the Class C1c Notes represented by the
Class C1c Rule 144A Global Note and the Class D1c Notes
represented by the Class D1c Rule 144A Global Note, as
applicable.
"Amendment Deed" means the deed of amendment to the Liquidity
Facility Agreement implementing the Proposed Amendments.
"Approving Noteholder" has the meaning set out in Section 1, part 3
hereof.
"Class" means the Existing Class B Notes, the Existing Class C
Notes, the Existing Class D Notes or the Existing Class E Notes.
"Clearing Systems" means Euroclear Bank S.A./N.V. and
Clearstream Banking, société anonyme, Luxembourg and DTC.
"Consent Fee" means in respect of the Proposed Amendments, a
percentage, depending on the Class of Notes as set out in the table
below, of the Principal Amount Outstanding of the Notes held by the
Approving Noteholder on the date of the Meeting in respect of which
that Approving Noteholder has voted in favour of the Extraordinary
Resolution.
Class Fee Rate
B 0.30%
C 0.40%
D 0.50%
E 0.60%
"Deed Poll" means the deed poll entered into by Lloyds on or
about the date hereof in favour of each Approving Noteholder.
"DTC Noteholders" means any holder of Notes directly or
indirectly in DTC.
"DTC Participant" means those direct participants referred to
in the omnibus proxy issued by DTC.
"DTC Notes" means any Note registered in the name of DTC or its
nominee.
"Existing Class B Notes" means the Class B Notes.
"Existing Class C Notes" means the Class C Notes.
"Existing Class D Notes" means the Class D Notes.
"Existing Class E Notes" means the Class E Notes.
"Extraordinary Resolution" means the extraordinary resolution
to approve the Proposed Amendments and its implementation to be
proposed and considered at the Meetings, as set out in "Form of
Meetings Notice and Extraordinary Resolution".
"Final Voting Deadline" means such time on 3 December 2014 as is 48
hours prior to the relevant Meeting or, if the Meeting is
adjourned, such time on such date as is 48 hours prior to any
adjourned Meeting.
"Meetings" means the meetings of Noteholders to be held on 5
December 2014 to consider and, if thought fit, pass the
Extraordinary Resolution in respect of the Proposed Amendments
and their implementation or any adjourned such meeting (and
each individually, a "Meeting").
"Meetings Provisions" means the provisions for meetings of
Noteholders set out in Schedule 3 (Provisions for Meetings of
Noteholders) to the Trust Deed.
"Pool Factor" means, in respect of a Note, the fraction
expressed as a decimal to the tenth point of which the
numerator is the Principal Amount Outstanding of such Note and
the denominator is the principal amount of that Note on issue
expressed as an entire integer, as determined by the Cash/Bond
Administrator.
"Proposed Amendment Date" means, if the Extraordinary
Resolution is duly passed by the relevant Noteholders, the
Business Day following the Meeting or adjourned Meeting at
which the Extraordinary Resolution is passed.
"Proposed Amendments" means the Proposed Amendments described in
Section 1, part 4 (Re-sizing of Liquidity Facility) of this Consent
Solicitation Memorandum as set out in the Amendment Deed.
"Report Agent" means Lucid Issuer Services Limited.
"Tabulation Agent" means Lucid Issuer Services Limited.
Issuer
Southern Pacific Securities 05-1 PLC
4th Floor
40 Dukes Place
London
EC3A 7NH
TABULATION AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
