TIDM64RO
RNS Number : 2450D
Sandwell Commercial Finance No1 PLC
01 March 2022
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"). We also refer to the notice
to Noteholders published by us dated 21 December 2021 in which we
notified the Noteholders that a Note Event of Default had occurred
pursuant to Condition 9(e) (Events of Default - Class E
Noteholders), as further described below (the "November IPD Note
Event of Default"). 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 previously informed the Trustee that 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. Please now be advised that there was a shortfall of
GBP104,260.90 in the amount available to meet interest payments due
on the Class E Notes on the Payment Date falling on 11 February
2022 (the "February IPD"). This shortfall includes the sum of
GBP61,493.20 accrued from the Payment Date on 11 November 2021, and
was again a result of the circumstances described above.
3. It is expected that there will be insufficient receipts to
make payments of interest on the Class E Notes on each future
Payment Date.
4. 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 and the
February IPD, the Class E Notes were the Most Senior Class of Notes
then outstanding.
5. As the period referred to in paragraph 4 above has now
expired for payment of interest on the Class E Notes on the
February IPD, a further Note Event of Default has occurred pursuant
to Condition 9(e) (Events Of Default - Class E Noteholders) of the
Notes (the "February IPD Note Event of Default"). 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.
6. 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.
7. 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.
8. The Trustee has indicated to the Issuer that it does not
presently intend in respect of either the November IPD Note Event
of Default or the February IPD Note Event of Default 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.
9. 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
1 March 2022
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCUAVSRURUORAR
(END) Dow Jones Newswires
March 01, 2022 09:54 ET (14:54 GMT)
Sandwell 1 A (LSE:64RO)
Historical Stock Chart
From Dec 2024 to Jan 2025
Sandwell 1 A (LSE:64RO)
Historical Stock Chart
From Jan 2024 to Jan 2025
