THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND
BENEFICIAL OWNERS OF THE EXISTING CLASS E 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 Class E 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 ADJOURNED MEETING
An adjourned Meeting of the holders of the
£3,500,000 Class E Mortgage Backed Floating Rate Notes due 2043
ISIN: XS0212692478
presently outstanding
(the "Existing Class E Noteholders" and the "Existing Class E Notes"
respectively)
NOTICE IS HEREBY GIVEN that following the adjournment of the Meeting of the
Existing Class E Noteholders held on 5 December 2014 due to a lack of quorum,
an adjourned meeting (the "Adjourned 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 E Notes is hereby convened by the Issuer on 19 December
2014 at 10:00 am (London time) for the purpose of considering and, if thought
fit, passing the Extraordinary Resolution 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 Class
E Notes. The proposed amendments to be made to the documents as described in
this Adjourned Meeting Notice are together referred to as the "Proposed
Amendments".
The 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 Class E Noteholders to approve, the
Proposed Amendments.
Capitalised terms in this Adjourned Meeting 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 to the holders of the Existing
Class E Notes in the following terms:
"THAT this Meeting of the holders of the Existing Class 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, sanction
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] Notes as set out in the Meetings Notice of the
Existing [B/C/D] 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 Notes,
the Existing Class C Notes and the Existing Class D 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 Class E 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 Adjourned Meeting
and at the Adjourned 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 Class E Noteholders is particularly drawn to
the quorum required for the Adjourned Meeting which is set out in
"Voting and Quorum" below. Having regard to such requirements, Existing
Class E Noteholders are strongly urged either to request the necessary
voting certificate required in order to attend the Adjourned Meeting or
to take steps to appoint a proxy to vote on their behalf at the
Adjourned 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 Class E 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 the Consent
Solicitation Memorandum or otherwise disclosed or to be disclosed to
Existing Class E 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 Class E
Noteholders in or pursuant to the Consent Solicitation Memorandum and
this Adjourned Meeting 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 Class E 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 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 Class E Noteholders voting in respect of the
Extraordinary Resolution to be proposed at the Adjourned Meeting as set
out above. These arrangements satisfy the requirements of the
provisions contained in the Trust Deed relating to the Adjourned
Meeting of Existing Class E 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 Adjourned
Meeting and at the Adjourned Meeting.
3.3 The Existing Class E Notes are in registered form and represented by a
global note 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").
Any Existing Class E 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 Extraordinary Resolution(s) in accordance with
the procedures set out below or (ii) in the case of an Existing Class E
Noteholder whose Notes are held in book-entry form directly in the relevant
Clearing System, vote on the Extraordinary Resolution(s) in accordance with the
procedures set out below.
Existing Class E Noteholders should note that the timings and procedures set
out below reflect the requirements for Noteholder meetings set out in Schedule
3 (Provisions for Meetingsof 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 Class E 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 Class E Notes are held in book-entry form by
a custodian) or the relevant Clearing System (in the case of an Existing Class
E Noteholder whose Notes are held in book-entry form directly in the relevant
Clearing System) as soon as possible.
The voting procedures for the Adjourned Meeting are described below.
1. For the purposes of Existing Class E 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 Existing Class E
Notes. Each person who is the beneficial owner (a "Beneficial Owner") of a
particular principal amount of the Existing Class E Notes through a
Noteholder should note that such person is not considered to be a
Noteholder for the purposes of the Existing Class E Notes held through
Euroclear or Clearstream, Luxembourg and will only be entitled to attend
and vote at the Adjourned Meeting or to appoint a proxy to do so by
instructing the relevant Noteholder to follow the procedures set out below.
2. A Noteholder wishing to attend the Adjourned Meeting in person must produce
at the Adjourned Meeting a valid voting certificate issued by a Paying
Agent relating to the Note(s) in respect of which he wishes to vote.
3. A Noteholder not wishing to attend and vote at the Adjourned 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
Adjourned Meeting in accordance with his instructions. Any such appointment
shall be made pursuant to a block voting instruction.
4. A Noteholder must request the relevant Clearing System to block the
Existing Class E 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 Adjourned Meeting in order to obtain voting
certificates or give voting instructions in respect of the Adjourned
Meeting. Existing Class E Notes so blocked will not be released until the
earlier of:
a. the conclusion of the Adjourned Meeting (or, if applicable, any
adjournment of such Adjourned 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 Adjourned Meeting (or, if applicable, any
adjournment of such Adjourned 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 Adjourned
Meeting (or, if applicable, any adjournment of such Adjourned
Meeting) and such Existing Class E 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.
5. The quorum required at the Adjourned Meeting is one or more persons present
holding voting certificates or being proxies (whatever the aggregate
Sterling Equivalent Principal Amount Outstanding of the Existing Class E
Notes so represented by them).
6. If a quorum is not present at the Adjourned Meeting within 15 minutes or
such longer period not exceeding 30 minutes as the Chairman may decide from
the time fixed for the Adjourned Meeting, such Adjourned Meeting may be
dissolved or adjourned in accordance with the provisions of the Trust Deed
and, if the Adjourned Meeting is adjourned, the Extraordinary Resolutions
shall be considered at such further adjourned Meeting (notice of which will
be given to the Existing Class E Noteholders). 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 Existing Class E Notes so represented
by them). Noteholders should note that voting certificates obtained and
proxies appointed in respect of the Adjourned Meeting shall remain valid
for the relevant adjourned Meeting unless validly revoked.
7. Every question submitted to the Adjourned 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
the Adjourned Meeting, the Issuer, the Trustee or by any person present
holding a voting certificate or being a proxy (whatever the principal
amount of Existing Class E Notes 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 Existing Class E Notes represented or held by him.
8. In the case of equality of votes, the Chairman of the Adjourned Meeting
shall, both on a show of hands and on a poll, have a casting vote.
9. 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
Adjourned 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.
10. If an Extraordinary Resolution is duly passed by the holders of the
Existing Class E Notes, it will be binding on all Existing Class E
Noteholders, including those Existing Class E Noteholders who did not
attend the Adjourned Meeting or who attended or were represented and who
voted against such Extraordinary Resolution.
11. 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.
12. 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).
13. 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.
14. All Existing Class E 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 Adjourned
Meeting).
15. The attention of the Existing Class E Noteholders is particularly drawn to
the quorum required for the Adjourned Meeting as set out in paragraph 5 and
6 above.
16. Having regard to such requirements, the Existing Class E Noteholders are
requested to take steps to be represented at the Adjourned Meeting, as
referred to above, as soon as possible or to make arrangements to attend in
person.
17. This Adjourned Meeting 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 Class E 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 (Structured
Finance) Contact: Corporate Trust 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.
5 December 2014
