TIDM91AG
RNS Number : 0223J
Permanent Master Issuer PLC
23 June 2011
THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION OF INTEREST TO
THE REGISTERED AND BENEFICIAL OWNERS OF THE EXISTING NOTES (AS
DEFINED BELOW).
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 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 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 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.
FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS
ANNOUNCEMENT IS AVAILABLE IN THE NOTICE OF ADJOURNED MEETINGS (THE
"NOTICE OF ADJOURNED MEETINGS") ISSUED BY THE MASTER ISSUER TODAY
AND THE NOTICE OF MEETINGS (THE "ORIGINAL NOTICE") INCLUDING THE
EXPLANATORY MEMORANDUM ATTACHED THERETO, ISSUED BY THE MASTER
ISSUER ON 31 MAY 2011, AND YOU ARE ENCOURAGED TO READ THIS
ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.
PERMANENT MASTER ISSUER PLC
(the "Master Issuer")
NOTICE OF ADJOURNED MEETINGS
FIRST ADJOURNED MEETING
An adjourned meeting of the holders of the
2006-1 Series 4 Class B EUR129,300,000 Residential Mortgage
Backed Notes due 2042 (ISIN: XS0270510810)
2007-1 Series 4 Class B GBP41,300,000 Residential Mortgage
Backed Notes due 2042 (ISIN: XS0288100836)
(together, the "Existing Class B Noteholders" and the "Existing
Class B Notes" respectively)
SECOND ADJOURNED MEETING
An adjourned meeting of the holders of the
2006-1 Series 4 Class C EUR129,300,000 Residential Mortgage
Backed Notes due 2042 (ISIN: XS0270511115)
2007-1 Series 4 Class C GBP41,300,000 Residential Mortgage
Backed Notes due 2042 (ISIN: XS0288104408)
(together, the "Existing Class C Noteholders" and the "Existing
Class C Notes" respectively)
THIRD ADJOURNED MEETING
An adjourned meeting of the holders of the
2007-1 Series 3 Class A EUR1,500,000,000 Residential Mortgage
Backed Notes due 2033 (ISIN: XS0288090342)
(the "2007-1 Series 3 Class A Noteholders" and the "2007-1
Series 3 Class A Notes" respectively)
FOURTH ADJOURNED MEETING
An adjourned meeting of the holders of the
2006-1 Series 4 Class B EUR129,300,000 Residential Mortgage
Backed Notes due 2042 (ISIN: XS0270510810)
(the "2006-1 Series 4 Class B Noteholders" and the "2006-1
Series 4 Class B Notes" respectively)
FIFTH ADJOURNED MEETING
An adjourned meeting of the holders of the
2006-1 Series 4 Class C EUR129,300,000 Residential Mortgage
Backed Notes due 2042 (ISIN: XS0270511115)
(the "2006-1 Series 4 Class C Noteholders" and the "2006-1
Series 4 Class C Notes" respectively)
(together, the 2007-1 Series 3 Class A Noteholders, the Existing
Class B Noteholders and the Existing Class C Noteholders, are
referred to as the "Existing Noteholders"; together, the 2007-1
Series 3 Class A Notes, the Existing Class B Notes and the Existing
Class C Notes are referred to as the "Existing Notes")
NOTICE IS HEREBY GIVEN that following the adjournment of the
relevant meetings of the Existing Noteholders held on 22 June 2011,
due to lack of quorum, a separate adjourned meeting (each, an
Adjourned Meeting) at the offices of Allen & Overy LLP, One
Bishops Square, London E1 6AD of the holders of:
-- all the Existing Class B Notes is hereby convened by the
Master Issuer on 7 July 2011 at 10:00 am (London time), 11:00 am
(CET) and 5:00 am (New York time) for the purpose of considering
and, if thought fit, passing the First Extraordinary Resolution set
out below;
-- all the Existing Class C Notes is hereby convened by the
Master Issuer on 7 July 2011 at 10:30 am (London time), 11:30 am
(CET) and 5:30 am (New York time) for the purpose of considering
and, if thought fit, passing the First Extraordinary Resolution set
out below;
-- all the 2007-1 Series 3 Class A Notes is hereby convened by
the Master Issuer on 7 July 2011 at 11:00 am (London time), 12:00
pm (CET) and 6:00 am (New York time) for the purpose of considering
and, if thought fit, passing the Third Extraordinary Resolution set
out below;
-- all the 2006-1 Series 4 Class B Notes is hereby convened by
the Master Issuer on 7 July 2011 at 11:30 am (London time), 12:30
pm (CET) and 6:30 am (New York time) for the purpose of considering
and, if thought fit, passing the Third Extraordinary Resolution set
out below; and
-- all the 2006-1 Series 4 Class C Notes is hereby convened by
the Master Issuer on 7 July 2011 at 12 noon (London time), 1:00 pm
(CET) and 7:00 am (New York time) for the purpose of considering
and, if thought fit, passing the Third Extraordinary Resolution set
out below,
in each case in accordance with the provisions of the note trust
deed dated 17 October 2006, as amended, restated and supplemented
from time to time (the Note Trust Deed) made between the Master
Issuer and The Bank of New York Mellon (the Note Trustee) and
constituting the Existing Notes. The proposed amendments to be made
to the documents as described in the Notice of Adjourned Meetings
are together referred to as the Proposed Amendments.
Each Existing Noteholder should note that certain of the
conditions specified in the Extraordinary Resolutions were
fulfilled at the Meetings described in the Original Notice that
were held on 22 June 2011 and 23 June 2011.
Capitalised terms in this Announcement shall, except where the
context otherwise requires or save where otherwise defined herein,
bear the meanings ascribed to them in the Original Notice.
The Notice of Adjourned Meetings and the Original Notice are
available upon request from Lloyds Bank Corporate Markets.
The Notice of Adjourned Meetings and the Original Notice are
available for inspection by the Existing Noteholders at the
specified office of the Principal Paying Agent and in the Data
Room.
In accordance with normal practice, the Funding 2 Security
Trustee, the Master Issuer Security Trustee and the Note Trustee
(together, the Trustees) have not been involved in the formulation
of the Proposed Amendments outlined in the Notice of Adjourned
Meetings, the Original Notice or the contents of the pre-recorded
call referred to in the Original Notice and none of the Trustees
expresses any opinion on the merits of the Proposed Amendments or
the Extraordinary Resolutions or the contents of the pre-recorded
call referred to in the Original Notice but each has authorised it
to be stated that it has no objection to the Extraordinary
Resolutions being submitted to ExistingNoteholders for their
consideration. Existing Noteholders should take their own
independent advice on the merits and on the consequences of voting
or not voting in favour of the Extraordinary Resolutions, including
any tax consequences. The Trustees are not responsible for the
accuracy, completeness, validity or correctness of the statements
made in the Notice of Adjourned Meetings or the pre-recorded call
referred to in the Original Notice or omissions therefrom and make
no representation that all relevant information has been disclosed
to the Existing Noteholders in or pursuant to the Notice of
Adjourned Meetings and the Original Notice or the pre-recorded call
referred to in the Original Notice.
The Notice of Adjourned Meetings 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 Master Issuer or
any other entity. The distribution of the Notice of Adjourned
Meetings may nonetheless be restricted by law in certain
jurisdictions. Persons into whose possession the Notice of
Adjourned Meetings comes are required to inform themselves about,
and to observe, any such restrictions.
FORM OF EXTRAORDINARY RESOLUTIONS
FIRST EXTRAORDINARY RESOLUTION
The First Extraordinary Resolution will be proposed in separate
meetings to the holders of (i) the Existing Class B Notes and (ii)
the Existing Class C Notes mutatis mutandis and is in the following
terms (with only such changes as are required to reflect the
holding of separate meetings of each such Class of Existing
Noteholders):
"THAT this Meeting of the holders of the Existing Class [B/C]
Residential Mortgage Backed Notes (the Notes) of Permanent Master
Issuer PLC (the Master Issuer), constituted by a note trust deed
dated 17 October 2006 as amended, restated and supplemented from
time to time (the Note Trust Deed) made between the Master Issuer
and The Bank of New York Mellon (the Note Trustee) as trustee for
the holders of the Notes (the Noteholders) HEREBY RESOLVES as an
Extraordinary Resolution (as defined in the Note Trust Deed):
(a) (subject to paragraph (i) of this resolution) that each of
the Master Issuer, the Note Trustee, the Master Issuer Security
Trustee and each other party thereto or referred to therein is
hereby authorised, directed, empowered and instructed to:
(i) implement the proposed changes set out in paragraph 1 of
Schedule 1 to the Original Notice (Explanatory Memorandum -
Modifications that affect all Existing Notes and subject to the
First Extraordinary Resolution);
(ii) enter into the First Extraordinary Resolution Amendment
Documents as set out in paragraph 4.1 of Schedule 1 to the Original
Notice (Explanatory Memorandum - Documentation to be entered into
in connection with the Extraordinary Resolutions - First
Extraordinary Resolution); and
(iii) concur in, and execute and do, all such other deeds,
instruments, acts and things and take such steps as may be
necessary and desirable to carry out and give effect to the First
Extraordinary Resolution Amendment Documents, the proposed changes
set out in paragraph 1 of Schedule 1 to the Original Notice
(Explanatory Memorandum - Modifications that affect all Existing
Notes and subject to the First Extraordinary Resolution) and this
Extraordinary Resolution,
in the case of the First Extraordinary Resolution Amendment
Documents in substantially the same form as the drafts 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 Master Issuer and approved by the
Note Trustee and the Master Issuer Security Trustee, in their sole
discretion, or required by the Note Trustee or the Master Issuer
Security Trustee;
(b) (subject to paragraph (i) of this resolution) that the
Master Issuer, the Note Trustee and the Master Issuer Security
Trustee and each other party thereto is authorised, directed,
empowered, and instructed to comply with its obligations under the
First Extraordinary Resolution Amendment Documents;
(c) (subject to paragraph (i) of this resolution) that the
Master Issuer, the Note Trustee and the Master Issuer Security
Trustee are authorised, directed, empowered and instructed to take
all other actions and enter into such other agreements and give
such authorisations and instructions to any person as they consider
necessary or desirable in connection with the First Extraordinary
Resolution Amendment Documents and the transactions contemplated
therein;
(d) (subject to paragraph (i) of this resolution) that the
amendments in the First Extraordinary Resolution Amendment
Documents (in the form described in paragraph (a) above) are
authorised and approved and the Master Issuer, the Note Trustee,
the Master Issuer Security Trustee and the other parties thereto
are authorised, directed, empowered and instructed, to the extent
legally possible, to undertake the implementation of the First
Extraordinary Resolution Amendment Documents 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 Noteholders
appertaining to the Notes against the Master Issuer, whether or not
such rights arise under the Note Trust Deed, 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;
(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 First Extraordinary
Resolution Amendment Documents and the proposal set out in the
Original Notice;
(g) to discharge and exonerate the Master Issuer from all
liability for which it may have become or may become responsible
under any Transaction Document in respect of any requirements,
restrictions or conditions precedent set forth in the Transaction
Documents in connection with the First Extraordinary Resolution
Amendment Documents or the proposed amendments set out in the
Original Notice or this Extraordinary Resolution or the
implementation thereof;
(h) to discharge and exonerate each of the Note Trustee and the
Master Issuer Security Trustee from any responsibility or liability
for which it may have become or may become responsible under the
Note Trust Deed, the Master Issuer Deed of Charge, the 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 First Extraordinary Resolution Amendment
Documents or the Original Notice or this Extraordinary Resolution;
and
(i) that the signing of the First Extraordinary Resolution
Amendment Documents shall be in all respects conditional on:
(i) the requisite majority of holders of each of the Existing
Class [A/B/C] Notes and the Existing Class [A/B/C] Notes voting in
favour of the First Extraordinary Resolution in the same form
(mutatis mutandis) to be proposed at separate meetings of such
holders convened by the Master Issuer on 22 June 2011 or at any
adjournment thereof; and
(ii) the requisite majority of the holders of each of the 2009-1
Class A Notes, the 2010-1 Class A Notes and the 2010-2 Class A
Notes voting in favour of the Second Extraordinary Resolution which
will be proposed at separate meetings of such holders convened by
the Master Issuer on or around 22 June 2011 or at any adjournment
thereof; and
(iii) the requisite majority of the holders of each class of
outstanding notes issued by each of Permanent Financing (No.6) PLC,
Permanent Financing (No.7) PLC, Permanent Financing (No.8) PLC and
Permanent Financing (No.9) PLC voting in favour of an extraordinary
resolution which will be substantially similar to this
Extraordinary Resolution and which will be proposed at separate
meetings of such holders convened by those issuers on or around 23
June 2011 or at any adjournment thereof,
or, as applicable, the Note Trustee determining in each case
that the relevant modifications will not be materially prejudicial
to the interests of the holders of such Class of Existing Notes or
to the holders of such 2009-1 Class A Notes, 2010-1 Class A Notes
and 2010-2 Class A Notes, and the note trustee appointed by each of
Permanent Financing (No.6) PLC, Permanent Financing (No.7) PLC,
Permanent Financing (No.8) PLC, and Permanent Financing (No.9) PLC
determining in each case that the relevant modifications will not
be materially prejudicial to the interests of the holders of such
class of notes issued by the relevant issuer.
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 Notice of
Adjourned Meetings dated 23 June 2011 convening this Adjourned
Meeting."
THIRD EXTRAORDINARY RESOLUTION
The Third Extraordinary Resolution will be proposed in separate
meetings to the holders of (i) the 2007-1 Series 3 Class A Notes,
(ii) the 2006-1 Series 4 Class B Notes and (iii) the 2006-1 Series
4 Class C Notesmutatis mutandis, and is in the following terms
(with only such changes as are required to reflect the holding of
separate meetings of each such Series and Class of
Noteholders):
"THAT this Meeting of the holders [the 2007-1 Series 3 Class A
Notes/ the 2006-1 Series 4 Class B Notes/ the 2006-1 Series 4 Class
C Notes ] (the Notes) of Permanent Master Issuer PLC (the Master
Issuer), constituted by a note trust deed dated 17 October 2006 as
amended, restated and supplemented from time to time (the Note
Trust Deed) made between the Master Issuer and The Bank of New York
Mellon (the Note Trustee) as trustee for the holders of the Notes
(the Noteholders) HEREBY RESOLVES as an Extraordinary Resolution
(as defined in the Note Trust Deed):
(a) (subject to paragraph (i) of this resolution) that each of
the Master Issuer, the Note Trustee, the Master Issuer Security
Trustee and each other party thereto or referred to therein is
hereby authorised, directed, empowered and instructed to:
(i) implement the proposed changes set out in paragraph 3 of
Schedule 1 to the Original Notice (Explanatory Memorandum -
Modifications that affect the holders of the 2006-1 Series 4 Class
A2 Notes, the 2006-1 Series 5 Class A Notes, the 2007-1 Series 3
Class A Notes, the 2007-1 Series 4 Class A Notes, the 2006-1 Series
4 Class B Notes and the 2006-1 Series 4 Class C Notes and subject
to the Third Extraordinary Resolution);
(ii) enter into the relevant Third Extraordinary Resolution
Amendment Documents as set out in paragraph 4.3 of Schedule 1 to
the Original Notice (Explanatory Memorandum - Documents to be
entered into in connection with the Extraordinary Resolutions -
Third Extraordinary Resolution); and
(iii) concur in, and execute and do, all such other deeds,
instruments, acts and things and take such steps as may be
necessary and desirable to carry out and give effect to the
relevant Third Extraordinary Resolution Amendment Documents, the
proposed changes set out in paragraph 3 of Schedule 1 to the
Original Notice (Explanatory Memorandum - Modifications that affect
the holders of the 2006-1 Series 4 Class A2 Notes, the 2006-1
Series 5 Class A Notes, the 2007-1 Series 3 Class A Notes, the
2007-1 Series 4 Class A Notes, the 2006-1 Series 4 Class B Notes
and the 2006-1 Series 4 Class C Notes and subject to the Third
Extraordinary Resolution) and this Extraordinary Resolution,
in the case of the relevant Third Extraordinary Resolution
Amendment Documents in substantially the same form as the drafts
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 Master Issuer and
approved by the Note Trustee and the Master Issuer Security
Trustee, in their sole discretion, or required by the Note Trustee
or the Master Issuer Security Trustee;
(b) (subject to paragraph (i) of this resolution) that the
Master Issuer, the Note Trustee, the Master Issuer Security Trustee
and each other party thereto is authorised, directed, empowered and
instructed to comply with its obligations under the relevant Third
Extraordinary Resolution Amendment Documents;
(c) (subject to paragraph (i) of this resolution) that the
Master Issuer, the Note Trustee and the Master Issuer Security
Trustee are authorised, directed, empowered, and instructed to take
all other actions and enter into such other agreements and give
such authorisations and instructions to any person as they consider
necessary or desirable in connection with the relevant Third
Extraordinary Resolution Amendment Documents and the transactions
contemplated therein;
(d) (subject to paragraph (i) of this resolution) that the
amendments in the relevant Third Extraordinary Resolution Amendment
Documents (in the form described in paragraph (a) above) are
authorised and approved and the Master Issuer, the Note Trustee,
the Master Issuer Security Trustee and the other parties thereto
are authorised, directed, empowered and instructed, to the extent
legally possible, to undertake the implementation of the relevant
Third Extraordinary Resolution Amendment Documents 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 Noteholders
appertaining to the Notes against the Master Issuer, whether or not
such rights arise under the Note Trust Deed, 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;
(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 relevant Third Extraordinary
Resolution Amendment Documents and the proposal set out in the
Original Notice;
(g) to discharge and exonerate the Master Issuer from all
liability for which it may have become or may become responsible
under any Transaction Document in respect of any requirements,
restrictions or conditions precedent set forth in the Transaction
Documents in connection with the relevant Third Extraordinary
Resolution Amendment Documents or the proposed amendments set out
in the Original Notice or this Extraordinary Resolution or the
implementation thereof;
(h) to discharge and exonerate each of the Note Trustee and the
Master Issuer Security Trustee from any responsibility or liability
for which it may have become or may become responsible under the
Note Trust Deed, the Master Issuer Deed of Charge, the 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 relevant Third Extraordinary Resolution
Amendment Documents or the Original Notice or this Extraordinary
Resolution; and
(i) that the signing of the relevant Third Extraordinary
Resolution Amendment Documents shall be in all respects conditional
on:
(i) the requisite majority of holders of each of the Existing
Class A Notes, the Existing Class B Notes and the Existing Class C
Notes voting in favour of the First Extraordinary Resolution which
will be proposed at separate meetings of such holders convened by
the Master Issuer on 22 June 2011 or at any adjournment thereof;
and
(ii) the requisite majority of the holders of each of the 2009-1
Class A Notes, the 2010-1 Class A Notes and the 2010-2 Class A
Notes voting in favour of the Second Extraordinary Resolution which
will be proposed at separate meetings of such holders convened by
the Master Issuer on 22 June 2011 or at any adjournment thereof;
and
(iii) the requisite majority of the holders of each class of
outstanding notes issued by each of Permanent Financing (No.6) PLC,
Permanent Financing (No.7) PLC, Permanent Financing (No.8) PLC and
Permanent Financing (No.9) PLC voting in favour of an extraordinary
resolution which will be substantially similar to the First
Extraordinary Resolution and which will be proposed at separate
meetings of such holders convened by those issuers on or around 23
June 2011 or at any adjournment thereof,
or, as applicable, the Note Trustee determining in each case
that the relevant modifications will not be materially prejudicial
to the interests of the holders of such Class of Existing Notes or
to the holders of such 2009-1 Class A Notes, 2010-1 Class A Notes
and 2010-2 Class A Notes, and the note trustee appointed by each of
Permanent Financing (No.6) PLC, Permanent Financing (No.7) PLC,
Permanent Financing (No.8) PLC, and Permanent Financing (No.9) PLC
determining in each case that the relevant modifications will not
be materially prejudicial to the interests of the holders of such
class of notes issued by the relevant issuer.
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 Notice of
Adjourned Meetings dated 23 June 2011 convening this Adjourned
Meeting."
GENERAL INFORMATION
PLEASE NOTE THAT ALTHOUGH THE NOTE TRUSTEE MAY HAVE CERTAIN
DISCRETIONS UNDER THE NOTE TRUST DEED TO DETERMINE THAT ANY
PROPOSED MODIFICATION(S) WILL NOT BE MATERIALLY PREJUDICIAL TO THE
INTERESTS OF THE HOLDER OF ANY SERIES AND CLASS OF NOTES, THERE IS
NO OBLIGATION ON THE NOTE TRUSTEE TO EXERCISE ANY SUCH DISCRETION
AND THE NOTE TRUSTEE MAY NOT EXERCISE ANY SUCH DISCRETION. EXISTING
NOTEHOLDERS ARE THEREFORE URGED TO EXERCISE THEIR RIGHT TO
VOTE.
The attention of Existing Noteholders is drawn, in particular,
to the quorum required for the Adjourned Meeting and for any
adjourned meeting which is set out in paragraphs A, B and C of
"Voting and Quorum" below. Having regard to such requirements,
Existing Noteholders are strongly urged either to attend the
Adjourned Meeting or to take steps to be represented at the
Adjourned Meeting, as referred to below, as soon as possible.
VOTING AND QUORUM
The following is a summary of the arrangements which have been
made for the purpose of Existing Noteholders voting in respect of
the Extraordinary Resolutions to be proposed at the Adjourned
Meetings as set out above. These arrangements satisfy the
requirements of the provisions contained in the Note Trust Deed
relating to the meetings of Noteholders convened for the purpose of
passing Extraordinary Resolutions. Full details of these
arrangements are set out in Schedule 4 (Provisions for Meetings of
Noteholders) to the Note Trust Deed. The voting procedures for the
adjourned meetings are different depending on whether Notes are
held through Euroclear or Clearstream, Luxembourg (each as defined
below and each a Clearing System). The procedures are described
below.
In the event that any of the Existing Notes are held through DTC
then the Existing Noteholders should refer to the information
contained in the "Voting and Quorum" section of the Original
Notice.
Copies of the Note Trust Deed are available for inspection by
the Existing Noteholders during usual business hours at the
specified offices of the Principal Paying Agent on any weekday
(public holidays excepted) and in the Data Room up to and including
the date of the Adjourned Meeting and at the Adjourned Meeting.
All the Existing Notes are represented by a global note and are
held by a common depositary or common safekeeper for Euroclear Bank
S.A./N.V. (Euroclear) and Clearstream Banking, societe anonyme
(Clearstream, Luxembourg).
Any Existing Noteholder who wishes to vote in respect of the
Extraordinary Resolutions 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 relevant
Extraordinary Resolution(s) in accordance with the procedures set
out below, or (ii) in the case of an Existing Noteholder whose
Notes are held in book-entry form directly in the relevant Clearing
System, vote on the relevant Extraordinary Resolution(s) in
accordance with the procedures set out below.
Existing Noteholders should note that the timings and procedures
set out below reflect the requirements for Noteholder meetings set
out in Schedule 4 (Provisions for meetings of Noteholders) to the
Note Trust Deed, but that the Clearing Systems may have their own
additional requirements as to timings and procedures for voting on
the Extraordinary Resolutions. Accordingly, Existing Noteholders
wishing to vote in respect of the Extraordinary Resolutions are
strongly urged either to contact their custodian (in the case of a
beneficial owner whose Notes are held in book-entry form by a
custodian) or the relevant Clearing System (in the case of an
Existing Noteholder whose Notes are held in book-entry form
directly in the relevant Clearing System), as soon as possible.
A. For Notes held through Euroclear or Clearstream,
Luxembourg:
Each person who is the owner of a particular nominal amount of
the Notes, as shown in the records of Euroclear, Clearstream,
Luxembourg or their respective accountholders (an Accountholder)
should note that they are not the legal holders of the Notes for
the purposes of the adjourned meeting and will only be entitled to
attend and vote at the adjourned meetings in accordance with the
procedures set out below.
1. An Accountholder wishing to attend and vote at an Adjourned
Meeting in person should contact the relevant Clearing System to
make arrangements for the issue of a voting certificate in respect
of the Notes in which they have an interest for the purpose of
attending and voting at the adjourned meeting in person.
2. If an Accountholder wishes to obtain a voting certificate
from the Principal Paying Agent, he must deposit or block his Note
at least 48 hours before the time fixed for the relevant Adjourned
Meeting with or to the order of the Principal Paying Agent with a
bank or other depository nominated by the Principal Paying Agent
for the purpose.
3. If an Accountholder wishes the votes attributable to his Note
to be included in a block voting instruction, (a) he must make
arrangements for the votes relating to such Notes to be included in
a block voting instruction with the relevant Clearing System in
time for the relevant Clearing System to arrange for the Tabulation
Agent to be appointed as a proxy (proxy) not later than 48 hours
before the time fixed for the relevant Adjourned Meeting; (b) he
must deposit or block his Note at least 48 hours before the time
fixed for the relevant Adjourned Meeting with or to the order of
the Principal Paying Agent with a bank or other depository
nominated by the Principal Paying Agent for the purpose; and (c) he
or a duly authorised person on his behalf must direct the
Tabulation Agent how those votes are to be cast.
4. Each block voting instruction shall be deposited at such
place as the Note Trustee shall designate or approve at least 24
hours before the time appointed for holding the relevant Adjourned
Meeting and in default the block voting instruction shall not be
treated as valid unless the chairman of the relevant Adjourned
Meeting decides otherwise before the relevant Adjourned Meeting
proceeds to business. A copy of each block voting instruction shall
be deposited with the Note Trustee before the commencement of the
relevant Adjourned Meeting but the Note Trustee shall not be
obliged to investigate or be concerned with the validity or the
authority of the proxy appointed.
5. An Accountholder whose Note(s) are held at the relevant
Clearing System who wishes to obtain a voting certificate or give a
voting instruction instructing the Principal Paying Agent in
respect of such Note(s) to appoint a proxy to attend and vote at
the relevant Adjourned Meeting on his behalf should not less than
48 hours before the time appointed for the holding of the Adjourned
Meeting and within the relevant time limit specified by the
relevant Clearing System, request the relevant Clearing System to
block his Note(s) in his own account and hold the same to the order
or under the control of the Principal Paying Agent in respect of
such Note(s).
An Accountholder whose Note(s) have been so blocked will thus be
able to obtain a voting certificate from, or procure that a voting
instruction is given in accordance with the procedures of,
Euroclear and/or Clearstream, Luxembourg, to the Principal Paying
Agent. Notes so blocked will be released in accordance with the
procedures of Euroclear and/or Clearstream, Luxembourg, as the case
may be.
B. General provisions relating to the Adjourned Meetings:
1. You may vote on the proposed Extraordinary Resolutions by
either requesting a voting certificate in the manner described
above which will allow you to attend and vote at the adjourned
meeting as the bearer of a voting certificate or arranging to
deliver voting instructions through the Clearing Systems or a form
of proxy with respect to your Notes.
2. The quorum for each Adjourned Meeting shall be two or more
persons present holding or representing Notes or voting
certificates or being proxies or representatives whatever the
aggregate Principal Amount Outstanding of the Notes then
outstanding of the relevant Series and Class or of any one or more
Series of the same Class, as applicable so held or represented.
3. If a quorum is not present within 15 minutes (or such longer
period not exceeding 30 minutes as the chairman may decide) from
the time fixed for the relevant Adjourned Meeting, such Adjourned
Meeting may be adjourned in accordance with the provisions of the
Note Trust Deed. If such an adjourned meeting is called, the quorum
shall be two or more persons being or representing Noteholders,
whatever the aggregate Principal Amount Outstanding of such Notes
then outstanding of the relevant Series and Class or one or more
Series of the same Class, as applicable, so held or represented.
Noteholders should note that voting certificates obtained and
proxies appointed in respect of an Adjourned Meeting shall remain
valid for the relevant subsequent adjourned Meeting unless validly
revoked.
4. Each question submitted to the Adjourned Meetings shall be
decided in the first instance by a show of hands unless a poll is
(before, or on the declaration of, the result of the show of hands)
demanded by the chairman of the relevant Adjourned Meeting, the
Master Issuer, the Note Trustee or any person voting at the
relevant Adjourned Meeting.
5. On a show of hands every person who is present in person and
who produces a voting certificate or is a holder of Notes or is a
proxy or representative shall have one vote. On a poll every person
who is so present shall have one vote in respect of each GBP1, or
EUR1 (as applicable) in principal amount of the Notes so produced
or represented by the voting certificate in respect of which he is
a proxy or representative or in respect of which he is the holder.
In the case of a single meeting of the holders of Notes of two or
more Series and/or Classes which are not all denominated in the
same currency, the Principal Amount Outstanding of any Note
denominated in euro shall be converted into sterling at the
relevant Specified Currency Exchange Rate. Without prejudice to the
obligations of proxies, a person entitled to more than one vote
need not use all his votes or cast all his votes in the same way.
In a 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 in addition to the vote or votes (if any) which he may
have as holder of a voting certificate or as a proxy.
6. To be passed, each Extraordinary Resolution requires a
majority in favour consisting of not less than three-fourths of the
persons voting at the relevant Adjourned Meeting or, if a poll is
duly demanded, by a majority consisting of not less than
three-fourths of the votes cast on such poll.
If passed, each Extraordinary Resolution will be binding on all
the Noteholders of the relevant Class and/or Series, as applicable,
whether or not present at such Adjourned Meeting and whether or not
voting, and upon all the holders of the coupons relating to the
Notes.
Timetable
In relation to the times and dates indicated below, the
ExistingNoteholders holding Notes in Euroclear or Clearstream,
Luxembourg should note the particular practices and policies of the
relevant Clearing System regarding their communications deadlines,
which will determine the latest time at which instructions may be
delivered to the relevant Clearing System (which may be earlier
than the deadlines set out below) so that they are received by the
Tabulation Agent within the deadline set out below.
Unless the context otherwise requires, all references in this
Notice of Adjourned Meetings to Existing Noteholders include:
(i) each person who is shown in the records of a Clearing System
as a holder of the relevant Existing Notes (also referred to as
Direct Participants and each a Direct Participant); and
(ii) each beneficial owner of the relevant ExistingNotes holding
such Existing Notes, directly or indirectly, in an account in the
name of a Direct Participant acting on such beneficial owner's
behalf.
The Existing Noteholders who are not Direct Participants in the
Clearing Systems should read carefully the provisions set out in
the Voting and Quorum section set out in this Notice of Adjourned
Meetings, above.
Notes held through Euroclear or Clearstream, Luxembourg
The beneficial owners of the Notes that are held in the name of
a broker, dealer, bank, custodian, trust company or other nominee
or custodian should contact such entity sufficiently in advance of
the relevant date if they wish to submit voting instructions and
procure that the Notes are blocked in accordance with the normal
procedures of the relevant Clearing System and the deadlines
imposed by such Clearing System.
General
The Noteholders should note that voting certificates obtained,
voting instructions given and forms of proxy delivered in respect
of the original Meetings shall remain valid for the Adjourned
Meetings unless validly revoked.
23 June 2011 (At least 10 1. Notices of the Adjourned
clear days before Adjourned Meetings to be delivered to
Meetings) Euroclear and Clearstream,
Luxembourg for communication
to Direct Participants.
2. The Noteholder Information
(as specified in the Original
Notice at page 20) and this
Notice of Adjourned Meetings
to be available for
inspection, as indicated, at
the specified office of the
Principal Paying Agent and in
the Data Room.
3. From this date,
Existing
Noteholders may
arrange for Notes
held by
Clearstream,
Luxembourg and/or
Euroclear in their
accounts to be
blocked in such
accounts and held
to the order and
under the control
of the Principal
Paying Agent in
order to obtain
voting
certificates or
give voting
instructions to
the Tabulation
Agent.
On 5 July 2011, 48 hours 4. Expiration
before each Meeting (i.e. Deadline/Final
before 10:00 am London time/ Voting Deadline.
11:00 am CET/ 5:00 am New Final time by
York time and at 30 minute which Existing
intervals thereafter Noteholders have
corresponding to the relevant arranged for: (i)
meeting time set out in (6) obtaining a voting
below) certificate from
the Principal
Paying Agent
(which will be
available for
collection at the
relevant meeting)
to attend and vote
at the Adjourned
Meetings in
person; or (ii)
receipt by the
Tabulation Agent
of a block voting
instruction in
accordance with
the procedures of
Clearstream,
Luxembourg and/or
Euroclear.
5. Final time by
which Existing
Noteholders have
given notice to:
(i) the Tabulation
Agent (via the
Clearing Systems)
of any intended
revocation of, or
amendment to,
voting
instructions
previously given
by them; and (ii)
the Tabulation
Agent of a
revocation of, or
amendment to a
form of proxy
previously given
to them.
Noteholder Adjourned Meetings 6. Noteholders adjourned
held on 7 July 2011 meetings held on 7 July 2011
in accordance with the
following timetable:
Adjourned Meeting of the
Existing Class B Noteholders
at 10:00 am London time/11:00
am CET/ 5:00 am New York time
Adjourned Meeting of the
Existing Class C Noteholders
at 10:30 am London time/11:30
am CET/ 5:30 am New York time
Adjourned Meeting of the
2007-1 Series 3 Class A
Noteholders at 11:00 am
London time/12:00 noon CET/
6:00 am New York time
Adjourned Meeting of the
2006-1 Series 4 Class B
Noteholders at 11:30 am
London time/12:30 pm CET/
6:30 am New York time
Adjourned Meeting of the
2006-1 Series 4 Class C
Noteholders at 12.00 noon
London time/1:00 pm CET/ 7:00
am New York time
As soon as reasonably 7. Announcement and publication
practicable after the of the results of the
Adjourned Meetings Adjourned Meetings
As soon as reasonably 8. Delivery of notice of such
practicable after the results to Euroclear and
Adjourned Meetings Clearstream, Luxembourg for
communication to Direct
Participants and via an RNS
announcement and Bloomberg
If the Extraordinary Resolution is passed at the Adjourned
Meeting:
15 July 2011 9. Expected Implementation Date.
If a quorum is not achieved at any adjourned meeting,
any subsequent adjourned meetings of Noteholders that
may be held will be held at such times as will be
notified to the relevant Noteholders in the notices
of adjourned meetings. Any adjourned meeting will
be held in accordance with the terms of the Note Trust
Deed.
CONTACT INFORMATION
Further information relating to the Proposed Amendments can be
obtained from Lloyds Bank Corporate Markets directly:
Lloyds Bank Corporate Markets
10 Gresham Street
London EC2V 7AE
Telephone number: Bob Paterson: +44 (0) 20 7158 2110
Eliz Safa: +44 (0) 20 7158 2036
Email: structuredlm@lloydsbanking.com
The address of the Master Issuer, the Registrar, the Principal
Paying Agent, the Tabulation Agent, the Master Issuer Security
Trustee and the Note Trustee are set out below:
Master Issuer Tabulation Agent
Permanent Master Issuer PLC Lucid Issuer Services Limited
35 Great St Helen's Leroy House
London EC3A 6AP 436 Essex Road
London N1 3QP
Telephone number: +44 (0)20 7704
0880
Email: LloydsBank@lucid-is.com
Registrar Principal Paying Agent
Citibank, N.A. Citibank, N.A.
Citigroup Centre, Citigroup Centre,
Canada Square Canada Square
Canary Wharf Canary Wharf
London E14 5LB London E14 5LB
Telephone number: +44 (0)20 75005261
Email: georgia.mitchell@citi.com
Note Trustee and Master Issuer
Security Trustee
The Bank of New York Mellon
One Canada Square
London E14 5AL
Participants in Euroclear or Clearstream, Luxembourg who wish to
obtain further information on how to vote at the relevant adjourned
meeting should contact:
Lucid Issuer Services Limited Leroy House 436 Essex Road London
N1 3QP
Telephone number: +44 (0)20 7704 0880 Email:
Lloydsbank@lucid-is.com
ANNOUNCEMENTS
If the Master Issuer is required to make an announcement
relating to matters set out in the Notice of Adjourned Meetings,
any such announcement will be made in accordance with all
applicable rules and regulations via (i) notices to the Clearing
Systems for communication to Noteholders, (ii) an RNS announcement
and/or (iii) a notice published on Bloomberg.
Permanent Master Issuer PLC
Dated: 23 June, 2011
This information is provided by RNS
The company news service from the London Stock Exchange
END
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