TIDM64RO
RNS Number : 3294W
Sandwell Commercial Finance No1 PLC
21 December 2021
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE
IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL OR LEGAL ADVISER
Notice of Note Event of Default
to the holders of
GBP5,000,000 Class E Mortgage Backed Floating Rate Notes due
2039
(ISIN: XS0191373926)
(the "Class E Notes" and the holders thereof, the
"Noteholders")
issued by
Sandwell Commercial Finance No. 1 plc
(the "Issuer")
We refer to the trust deed dated 19 May 2004 between the Issuer
and Citicorp Trustee Company Limited (the "Trustee") constituting
the Notes (as the same may be amended, supplemented or restated
from time to time, the "Trust Deed"). Capitalised terms used but
not otherwise defined in this Notice shall have the meanings given
to them in the Trust Deed or in the terms and conditions of the
Notes (the "Conditions") set out in the Trust Deed.
1. The Issuer has informed the Trustee that, based on
information provided to the Issuer by the Cash Manager, there was a
shortfall of GBP61,493.20 in the amount available to meet interest
payments due on the Class E Notes on the Payment Date falling on 11
November 2021 (the "November IPD"). This shortfall was a direct
result of the balance of the Class E Principal Deficiency
Sub-Ledger exceeding 50% of the Principal Amount Outstanding of the
Class E Notes, which prevented the use of Principal Receipts to
fund the Shortfall, and also prevented drawings under the Liquidity
Facility.
2. Condition 9(e) (Events Of Default - Class E Noteholders) of
the Notes specifies that, so long as no Class A Notes, Class B
Notes, Class C Notes or Class D Notes are outstanding, the failure,
for a period of seven Business Days, to make a payment of any
amount of principal or interest on, any Class E Note when the same
becomes due and payable in accordance with the Conditions shall
constitute a Note Event of Default. As at the November IPD, the
Class E Notes were the Most Senior Class of Notes then
outstanding.
3. As the period referred to in paragraph 2 above has now
expired, a Note Event of Default has occurred pursuant to Condition
9(e) (Events Of Default - Class E Noteholders) of the Notes.
Pursuant to Condition 9(e) (Events Of Default - Class E
Noteholders) of the Notes, subject to the Trustee being indemnified
and/or secured to its satisfaction, the Trustee in its absolute
discretion may and shall (i) if so requested in writing by the
holders of not less than 25 per cent. in aggregate of the Principal
Amount Outstanding of the Class E Notes then outstanding or (ii) if
so directed by or pursuant to an Extraordinary Resolution of the
holders of the Class E Notes then outstanding, give notice (a "Note
Enforcement Notice") to the Issuer declaring all the Notes to be
due and repayable. Pursuant to Clause 13 (Security Enforceable) of
the Deed of Charge, the Issuer Security shall become enforceable
upon the delivery of a Note Enforcement Notice.
4. Condition 10 (Enforcement Of Notes) of the Notes provides
further that following the service of a Note Enforcement Notice and
subject to the Trustee being indemnified and/or secured to its
satisfaction, the Trustee may at its discretion and shall if so
requested in writing by the holders of not less than 25 per cent.
in aggregate of the Principal Amount Outstanding of any Class of
Notes then outstanding or directed by an Extraordinary Resolution
of the holders of any Class of Notes then outstanding, take steps
to enforce the Issuer Security in accordance with the Trust Deed
and the Deed of Charge.
5. The Trust Deed contains provisions stating that the Trustee
shall not be under any obligation to take any action unless it
shall have been indemnified and/or secured to its satisfaction and
shall not be required to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its
duties, or in the exercise of any of its rights or powers if it has
grounds for believing that repayment of such funds or adequate
indemnity against, or security for, such risk or liability is not
reasonably assured to it.
6. The Trustee has indicated to the Issuer that it does not
presently intend to deliver a Note Enforcement Notice to the Issuer
declaring all the Notes to be due and repayable unless and until:
(i) it is so requested in writing by the holders of not less than
25 per cent. in aggregate of the Principal Amount Outstanding of
the Class E Notes outstanding or it is so directed by or pursuant
to an Extraordinary Resolution of the holders of the Class E Notes
and (ii) it is indemnified and/or secured to its satisfaction
pursuant to Condition 9(e) (Events Of Default - Class E
Noteholders) of the Notes. The Trustee has also confirmed to the
Issuer that the Trustee expresses no opinion as to the action that
Noteholders should take on the occurrence of a Note Event of
Default. Noteholders should take and rely on their own independent
legal and financial advice and may not rely on advice or
information provided to the Trustee, statements as to the legal
position included in notices issued by the Trustee relating to the
Notes or otherwise or the views of the Trustee expressed herein or
otherwise.
7. In order to facilitate communications with Noteholders and to
enable Noteholders to relay their views, directions and requests to
the Trustee in relation to the Notes, and in order to determine
whether any requests/directions have been given by the requisite
percentage of Noteholders, all Noteholders may make themselves
known to the Trustee and verify their holdings of the Notes to the
Trustee in accordance with the following procedures:
(i) send an e-mail to the Trustee at restructuringgroup@citi.com
referencing "Sandwell Commercial Finance No.1 plc" and the ISIN of
the Notes in the subject line and disclosing the identity of the
Noteholder, the nominal amount of each ISIN held by the Noteholder
and the details of the person(s) who shall represent the
Noteholder; and
(ii) Holders of Notes at a European depository should contact
their custodian and direct it to have Euroclear/Clearstream send an
MT599 SWIFT message to Citibank, N.A., London Branch as the
Principal Paying Agent, for onward transmission to the Trustee
disclosing:
1. ISIN
2. Account no.
3. Participant name
4. Nominal amount
5. Beneficial Holder Name
6. Contact details: name, telephone number and email address; and
7. Confirmation that the Noteholder's account is blocked.
For further information, please contact the Issuer at the
address set out at the end of this Notice.
This Notice is given by
SANDWELL COMMERCIAL FINANCE NO. 1 PLC
Wilmington Trust SP Services (London) Limited
Third Floor, 1 King's Arms Yard
London EC2R 7AF
21 December 2021
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END
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