TIDM64RO
RNS Number : 7187Q
Sandwell Commercial Finance No1 PLC
22 February 2023
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 previous
notices to Noteholders published by us on the dates set out in the
Annex to this Notice in which we notified the Noteholders of the
occurrence of Note Events of Default pursuant to Condition 9(e)
(Events of Default - Class E Noteholders), as further described
below (the "Preceding IPD Note Events 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. In respect of each Payment Date from and including the
Payment Date falling on 11 November 2021 to and including the
Payment Date falling on 11 November 2022 (the " Preceding IPDs " ),
the Issuer has informed the Trustee that there was a shortfall in
the amount available to meet interest payments due on the Class E
Notes on the relevant Payment Date. In each case, these shortfalls
were 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 relevant Shortfall, and also
prevented a Liquidity Drawing.
2. Please now be advised that there was a shortfall of
GBP344,620.63 in the amount available to meet interest payments due
on the Class E Notes on the Payment Date falling on 13 February
2023 (the " Current IPD " ). This shortfall includes the sum of
GBP267,858.20 accrued from the Payment Date on 11 November 2022,
and was again a result of the circumstances described in paragraph
1.
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 each of the Preceding
IPDs and the Current 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 Current
IPD, a further Note Event of Default has occurred pursuant to
Condition 9(e) (Events Of Default - Class E Noteholders) of the
Notes (the " Current 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 Preceding IPD Note Events
of Default or the Current 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 22 February 2023
ANNEX
Dates of the previous Notices of Note Event of Default
21 December 2021
1 March 2022
14 June 2022
23 August 2022
24 November 2022
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END
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