Notice of Result of adjourned
Meeting
NOTICE
To the
Holders of the Outstanding
U.S.$1,500,000,000 Class A1
Notes due 2038 which, on 15 May 2019, were redenominated as GBP
Class A1 Notes, (ISIN: XS0261644941) (the
"Class A1 Notes")
£145,000,000 Class A2a Notes
due 2038 (ISIN: XS0261646136) (the "Class A2a
Notes")
€245,000,000 Class A2b Notes
due 2038 (ISIN: XS0261646565) (the "Class A2b
Notes")
U.S.$311,000,000 Class A2c
Notes due 2038 (Rule 144A Note CUSIP: 69913BAB2
/ Reg S Note
ISIN: XS0261647027)
£25,000,000 Class B1a Notes
due 2038 (ISIN: XS0261647886)
€126,000,000 Class B1b Notes
due 2038 (ISIN: XS0261648850)
£17,000,000 Class C1a Notes
due 2038 (ISIN: XS0261650161)
€106,000,000 Class C1b Notes
due 2038 (ISIN: XS0261650674)
(together, the
"Notes")
Issued by Paragon Mortgages
(No.12) plc (the
"Issuer")
Reference is made to the Notice of
Results of Meeting to the holders of the U.S.$311,000,000 Class A2c
Notes due 2038 (Rule 144A Note CUSIP: 69913BAB2 / Reg S Note ISIN:
XS0261647027), £25,000,000 Class B1a Notes due 2038 (ISIN:
XS0261647886), €126,000,000 Class B1b Notes due 2038 (ISIN:
XS0261648850), £17,000,000 Class C1a Notes due 2038 (ISIN:
XS0261650161) and €106,000,000 Class C1b Notes due 2038 (ISIN:
XS0261650674) dated 25 October 2024 (the "Notice of Results of Meeting") and the
notices of adjourned meeting to the holders of the Class A1 Notes,
Class A2a Notes and Class A2b Notes (each an "Adjourned Series") dated 25 October
2024 (each a "Notice of Adjourned
Meeting", together, the "Notices of Adjourned Meeting").
Capitalised terms used and not otherwise defined in this
announcement have the meanings given to them in the Notice of
Results of Meeting or the relevant Notice of Adjourned Meeting, as
applicable, available from the Consent Website:
https://projects.sodali.com/paragon.
NOTICE IS HEREBY GIVEN to the
holders of each series of the above Notes that, at each relevant
Adjourned Meeting of the holders of each Adjourned Series held at
or around 10:00 a.m. (London time) on 8 November 2024 at the
offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14
5JJ, United Kingdom, the Extraordinary Resolutions set out in the
relevant Notices of Adjourned Meeting previously notified to
holders of each Adjourned Series on 25 October 2024 in accordance
with the terms of the Trust Deed were duly passed for each
Adjourned Series.
IT IS NOTED THAT as the
Extraordinary Resolutions constitute a Basic Terms Modification
under the Conditions of the Notes and as the Extraordinary
Resolutions in relation to each Adjourned Series have been duly
passed, the Issuer will implement the Proposal. Accordingly, the
USD Notes and cross currency swap will be amended to effect the
Proposal, with effect from the Effective Date (being the Interest
Payment Date for the USD Notes falling in November 2024). The First
Interest Payment Date with a SOFR Reference Rate and the adjusted
margin on the USD Notes will be the Interest Payment Date falling
in February 2025.
Further information relating to the
Proposal can be obtained from the Solicitation Agent:
Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
Telephone: +44 20 7158
1719/1726
Attention: Liability Management
Team
Email: lbcmliabilitymanagement@lloydsbanking.com
Requests for documentation and
information in relation to the procedures for delivering consent
instructions should be directed to the Information and Tabulation
Agent at:
Sodali & Co
Leadenhall Building
122 Leadenhall St
City of London, EC3V 4AB
Telephone: +44 20 4513 6933 (U.K.) /
+1 203 658 9457 (U.S.)
Email: paragon@investor.sodali.com
Consent Website:
https://projects.sodali.com/paragon
PARAGON MORTGAGES (NO.12) PLC
8
November 2024
