RNS Number:1257V
Pavilion Housing Association Ltd.
06 February 2004
This Notice of EGM announcement replaces the Notice of EG announcement
previously released on 5th Feb 2004 at 14.29 under RNS number 0711V. The
reasons for this amendment are:that a formula was missing from the original
announcement, this formula should read "f(v) = (v to the power of t) x (the sum
of all the future cash flows due, in each case multiplied by v to the power of
(i-1)) - P (the Discounted Cash Flow Formula)"; two paragraphs were missing,
these paragraphs should read "A special committee of the Association of British
Insurers (the ABI) has examined the proposed Extraordinary Resolutions and finds
them acceptable. The members of such committee (who represent approximately
#28.1 million in nominal amount of the Bonds which is equivalent to 53 per cent.
of the outstanding nominal value of the Bonds) have agreed to vote in favour of
the Extraordinary Resolutions in respect of their holdings. Such committee is
recommending that other ABI members who hold the Bonds consider a similar course
of action" and "THIS NOTICE IS A SUMMARY ONLY OF A NOTICE GIVEN TO BONDHOLDERS
THROUGH THE CLEARING SYSTEMS A COPY OF WHICH CAN BE VIEWED AT THE DOCUMENTS
VIEWING FACILITY, THE DISCLOSURE TEAM, UK LISTINGS AUTHORITY, 25 NORTH
COLONNADE, CANARY WHARF LONDON E14 5HS,OR VIA THE FOLLOWING PDF LINK
http://www.rns-pdf.londonstockexchange.com/rns/1257v_pavillion-2004-2-6.pdf";
and the following sections were missing, "Background", and "Voting
and Quorum". All other details remain unchanged and the full amended text
appears below.
THIS NOTICE IS A SUMMARY ONLY OF A NOTICE GIVEN TO BONDHOLDERS THROUGH THE
CLEARING SYSTEMS A COPY OF WHICH CAN BE VIEWED AT THE DOCUMENTS VIEWING
FACILITY, THE DISCLOSURE TEAM, UK LISTINGS AUTHORITY, 25 NORTH COLONNADE, CANARY
WHARF LONDON E14 5HS,OR VIA THE FOLLOWING PDF LINK
http://www.rns-pdf.londonstockexchange.com/rns/1257v_pavillion-2004-2-6.pdf
PAVILION HOUSING ASSOCIATION LIMITED
(formerly known as Rushmoor Housing Association Limited
until a change of name was effected on 14 May, 1997)
(the Issuer)
(Incorporated in England under the Industrial and Provident Societies Act 1965
and registered as a social landlord under the Housing Act 1996 with the Housing
Corporation with registered number L4082)
NOTICE OF A MEETING
of the holders of those of the
#53,000,000
GUARANTEED SECURED STEPPED COUPON BONDS DUE 2012 TO 2027
(ISIN XS0075416783)
unconditionally and irrevocably guaranteed as to scheduled
payments of principal and interest pursuant
to a financial guarantee insurance policy issued by
AMBAC ASSURANCE UK LIMITED
(formerly known as AMBAC Insurance UK Limited
until a change of name was effected on 8 February, 1999)
(the Guarantor)
(Incorporated in England and Wales with limited liability under company number
3248674)
of the Issuer presently outstanding
(the Bondholders and the Bonds respectively).
NOTICE IS HEREBY GIVEN that a Meeting of the Bondholders convened by the Issuer
will be held at the offices of Royal Bank of Canada Europe Limited, 71 Queen
Victoria Street, London EC4V 4DE on 25 February, 2004 at 10.00 a.m. (London
time) for the purpose of considering and, if thought fit, passing the following
resolutions which will be proposed as Extraordinary Resolutions in accordance
with the provisions of the Bond Trust Deed dated 24 April, 1997 (the Trust Deed)
made between the Issuer, the Guarantor and Law Debenture Trustees Limited (the
Trustee) as trustee for the Bondholders and constituting the Bonds.
A special committee of the Association of British Insurers (the ABI) has
examined the proposed Extraordinary Resolutions and finds them acceptable. The
members of such committee (who represent approximately #28.1 million in nominal
amount of the Bonds which is equivalent to 53 per cent. of the outstanding
nominal value of the Bonds) have agreed to vote in favour of the Extraordinary
Resolutions in respect of their holdings. Such committee is recommending that
other ABI members who hold the Bonds consider a similar course of action.
EXTRAORDINARY RESOLUTION 1
"THAT this Meeting of the holders of those of the #53,000,000 Guaranteed Secured
Stepped Coupon Bonds due 2012 to 2027 of Pavilion Housing Association Limited
(formerly known as Rushmoor Housing Association Limited until a change of name
was effected on 14 May, 1997) (the Issuer) presently outstanding(the Bonds)
constituted by the Bond Trust Deed dated 24 April, 1997 (the Trust Deed) made
between the Issuer, Ambac Assurance UK Limited (formerly known as AMBAC
Insurance UK Limited until a change of name was effected on 8 February, 1999) as
guarantor (the Guarantor) and Law Debenture Trustees Limited (formerly known as
L.D.C. Trustees Limited until a change of name was effected on 29 June, 1999)
(the Trustee) as trustee for the holders of the Bonds (the Bondholders) hereby:
1. assents, if the conditions set out in paragraph (2) of this
Extraordinary Resolution are met, to the modification of the Terms and
Conditions of the Bonds as set out in the Third Schedule to the Trust Deed by
the deletion of the existing Condition 10.3 and its replacement with the
following as the new Condition 10.3:
"On or before 25 March, 2004, and on giving not less than three Business Days'
notice to Bondholders, the Issuer will use its best endeavours to redeem all of
the Bonds for the time being outstanding at any time at a price (the Redemption
Price) which shall be the higher of the following, together with interest
accrued up to and including the date of redemption (the Redemption Date): (a)
Adjusted Principal Amount as at the Calculation Date (as defined below); and (b)
that price (as reported in writing by Royal Bank of Canada Europe Limited to the
Issuer, AMBAC and the Trustee) at which the Gross Redemption Yield on the Bonds
on the Calculation Date is equal to the Gross Redemption Yield at 11.00 a.m.
(London time) on that date of 8 per cent. Treasury Stock 2021 (being the average
of quotes provided by three gilt-edged market-makers) plus 0.25 per cent. The
notice to redeem despatched by the Issuer shall be irrevocableand shall specify
the Redemption Date. Upon the expiry of such notice, the Issuer shall be bound
to redeem the Bonds at the applicable Redemption Price together with accrued
interest as aforesaid, unless previously redeemed or purchased and cancelled.
All Bonds so redeemed will be cancelled forthwith and may not be reissued or
resold.
For such purposes and the provisions of this Condition 10.3, Calculation Date
means the date which is not more than five Business Days prior to the intended
date of redemption and not prior to the date upon which the notice to redeem is
despatched by the Issuer and Gross Redemption Yield means a yield calculated on
the basis below:
The Gross Redemption Yield is calculated taking accrued interest as part of the
Price and using a true compound interest formula by finding the value of v to
give f(v) = 0 where:
f(v) = (v to the power of t) x (the sum of all the future cash flows due, in
each case multiplied by v to the power of (i-1)) - P (the Discounted Cash Flow
Formula)
where v is the discounting factor per semi-annual interest period;
Ci is the aggregate amount of interest and principal on the ith
Scheduled Payment Date of the Bonds after the Calculation Date (C1
may be zero if the Bonds are already quoted 'ex-dividend', or may be
a first fractional payment);
n is the integral number of semi-annual interest periods remaining
from the Calculation Dateto the date of final redemption of the
Bonds;
t is the fractional period until the next Scheduled Payment Date; and
P is the price (including accrued interest) as at the Calculation
Date,
Then the Gross Redemption Yield, G, is determined by
G = 200 (1 - v) per cent. per annum.
_______
v
AMBAC will not be obliged under any circumstances to accelerate payment under
the Bond Policy; however, if it does so, the amount payable will be the Adjusted
Principal Amount as at the date of acceleration. Any amounts of principal in
excess of the Adjusted Principal Amount of the Bonds from time to time will not
be guaranteed by AMBAC under the Bond Policy.";
2. agrees that the foregoing modification to the Terms and Conditions of
the Bonds will only become effective if the Issuer and all other relevant
parties have executed and delivered all the necessary documentation relating to
certain new financing arrangements for the Issuer following approval from the
Issuer's Board of Management and the necessary written consents of the Trustee,
the Guarantor and Nationwide Building Society to such modification are
forthcoming. For the avoidance of doubt,if the Board of Management of the
Issuer does not approve such new financing arrangements, the necessary
documentation is not executed or the necessary written consents described above
are not forthcoming, the Terms and Conditions of the Bonds shallremain
unamended;
3. sanctions every abrogation, modification, compromise or arrangement
in respect of the rights of the Bondholders appertaining to the Bonds against
the Issuer, whether or not such rights arise under the Trust Deed, involved in
or resulting from or to be effected by, the modifications referred to in
paragraph (1) of this Extraordinary Resolution and their implementation;
4. authorises, directs, requests and empowers the Trustee to concur in
the modifications referred to in paragraph (1) of this Extraordinary Resolution
and, in order to give effect thereto and to implement the same, forthwith to
execute and deliver a supplemental trust deed in the form of the draft produced
to this Meeting andfor the purpose of identification signed by the Chairman
thereof with such amendments (if any) thereto as the Trustee shall require and
to concur in, and to execute and do, all such other deeds, instruments, acts and
things as may be necessary or appropriate to carry out and give effect to this
Extraordinary Resolution and the implementation of the modifications referred to
in paragraph (1) of this Extraordinary Resolution; and
5. subject to Clause 18.3 of the Trust Deed, discharges and exonerates
the Trustee from any liability in respect of any act or omission for which the
Trustee may have become responsible by reason of its acting in accordance with
this Extraordinary Resolution or making any determination or exercising (or, as
the case may be, not exercising) any other power or right conferred pursuant to,
or arising out of, this Extraordinary Resolution."
EXTRAORDINARY RESOLUTION 2
"THAT this Meeting of the holders of those ofthe #53,000,000 Guaranteed Secured
Stepped Coupon Bonds due 2012 to 2027 of Pavilion Housing Association Limited
(formerly known as Rushmoor Housing Association Limited until a change of name
was effected on 14 May, 1997) (the Issuer) presently outstanding (the Bonds)
constituted by the Bond Trust Deed dated 24 April, 1997 (the Trust Deed) made
between the Issuer, Ambac Assurance UK Limited (formerly known as AMBAC
Insurance UK Limited until a change of name was effected on 8 February, 1999) as
guarantor (the Guarantor) and Law Debenture Trustees Limited (formerly know as
L.D.C. Trustees Limited until a change of name was effected on 29 June 1999)
(the Trustee) as trustee for the holders of the Bonds (the Bondholders) hereby:
1. assents to the modification of the Trust Deed by the
deletion of the existing Clause 16.6 and its replacement with the following as
the new Clause 16.6:
"16.6 Return of Bond Policy: The Bond Trustee will return the Bond Policy to
AMBAC for cancellation upon:
(a) the redemption in full of the Bonds by the Issuer, the
payment in full of accrued interest thereon and the delivery to the Bond Trustee
of a certificate signed by an Authorised Signatory of theIssuer to the effect
that, as at the date of such redemption, payment and delivery the Issuer is and
will be solvent and is not unable to pay its debts within the meaning of Section
123 of the Insolvency Act 1986 and that no petition has been presented for the
winding-up of the Issuer; or
(b) the payment in full of all amounts which are or may become
due under the Bond Policy."
2. sanctions every abrogation, modification, compromise or
arrangement in respect of the rights of the Bondholders appertaining to the
Bonds against the Issuer, whether or not such rights arise under the Trust Deed,
involved in or resulting from or to be effected by, the modifications referred
to in paragraph (1) of this Extraordinary Resolution and their implementation;
3. authorises, directs, requests and empowers the Trustee to
concur in the modifications referred to in paragraph (1) of this Extraordinary
Resolution and, in order to give effect thereto and to implement the same,
forthwith to: (i) execute and deliver a supplemental trust deed in the form of
the draft produced to this Meeting and for the purpose of identification signed
by the Chairman thereof with such amendments (if any) thereto as the Trustee
shall require; (ii) upon the Redemption Date (as defined in the Terms and
Conditions of the Bonds) concur in the cancellation of the financial guarantee
insurance policy and the endorsement thereto (the "Bond Policy") by the
Guarantor thereby releasing the Guarantor from all of its obligations under the
Bond Policy, and to concur in, and to execute and do, all such other deeds,
instruments, acts and things as may be necessary or appropriate to carry out and
give effect to this Extraordinary Resolution and the implementation of the
modifications referred to in paragraph (1) of this Extraordinary Resolution; and
4. subject to Clause 18.3 of the Trust Deed, discharges and
exonerates the Trustee from any liability in respect of any act or omission for
which the Trustee may have become responsible by reason of its acting in
accordance with this Extraordinary Resolution or making any determination or
exercising (or, as the case may be, notexercising) any other power or right
conferred pursuant to, or arising out of, this Extraordinary Resolution."
BACKGROUND
The Issuer has the opportunity to develop substantially more new homes than it
had envisaged when the Bonds were originally issued. The UK Government is
encouraging housing associations to take up such opportunities.
For example, the Ministry of Defence has announced a plan for renewal of the
Aldershot Garrison commencing in 2004 known as project Allenby-Connaught. It
will involve the re-provision of 4,500 single occupancy homes for military
personnel and a release of 137 hectares of land in an area where developable
land is in relatively short supply. The HousingCorporation considers this
Ministry of Defence land to be of regional significance and jointly with
Rushmoor Borough Council has selected the Issuer to lead four preferred partners
to undertake development of affordable housing on part of the land released. It
is expected to result in a five year 4,500 unit new build programme of which 40
per cent. will be new affordable housing.
The structure of the Bonds constrains the Issuer's ability to take advantage of
these opportunities.
The Issuer therefore intends to enter into certain new financing arrangements.
In connection therewith the Issuer, subject to the conditions set out in
paragraph (2) of Extraordinary Resolution 1, wishes, having assessed the merits
of a number of different solutions, to redeem the Bonds. Simultaneously, the
Issuer intends to finance the redemption and these opportunities by increasing
its banking facilities and through a fund raising from Harbour Funding plc.
The Issuer expects that the approval of the Board of Management and execution
and delivery of the necessary documentation in relation to the new financing
arrangements referred to in paragraph (2) of Extraordinary Resolution 1 will be
obtained on or around 24 February, 2004. The Issuer will give notice to the
Bondholders as soon as possible following the decision by the Board of
Management and the execution and delivery of the necessary documentation in
relation to the new financing arrangements.
In connection with the Issuer's offer to Bondholders to receive cash for their
Bonds, the Trustee and the Guarantor wish to amend the Trust Deed so as to
provide that on the Redemption Date (as defined in the Terms and Conditions of
the Bonds) the Trustee will, upon the Authorised Signatory of the Issuer
certifying that it is and will be solvent and is not unable to pay its debts
within the meaning of Section 123 of the Insolvency Act 1986 and that no
petition has been presented for the winding-up of the Issuer, concur in the
cancellation of the Bond Policy by the Guarantor thereby releasing the Guarantor
from all of its obligations under the Bond Policy.
The attention of Bondholders is particularly drawn to the quorum required for
the Meeting and for an adjourned Meeting which is set out in paragraph 2 of
Voting and Quorum below.
Copies of the Trust Deed (including the Terms and Conditions of the Bonds) and
the draft supplemental trust deed referred to in the Extraordinary Resolutions
set out above willbe available for inspection by Bondholders at the specified
offices of the Paying Agents set out below.
In accordance with normal practice, the Trustee expresses no opinion as to the
merits of the proposed modifications as referred to above (whichit was not
involved in negotiating). It has, however, authorised it to be stated that, on
the basis of the information set out in this Notice, it has no objection to the
Extraordinary Resolutions referred to above being submitted to the Bondholders
for their consideration. The Trustee has, however, not been involved in
formulating the proposed modifications and makes no representation that all
relevant information has been disclosed to Bondholders in this Notice.
Accordingly, the Trustee urges Bondholders who are in any doubt as to the impact
of the implementation of the proposed modifications to seek their own
independent financial advice.
VOTING AND QUORUM
1. The provisions governing the convening and holding of a
Meeting are set out in the Fourth Schedule to the Trust Deed, a copy of which is
available for inspection by the Bondholders during normal business hours at the
specified office of the Paying Agents set out below.
All of the Bonds are represented by a global bond held by a common depositary
for Clearstream Banking, societe anonyme (Clearstream, Luxembourg) and/or
Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear). For
the purposes of theMeeting, a Bondholder 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 Bonds.
A Bondholder wishing to attend and vote at the Meeting in person must produce at
the Meeting a valid voting certificate issued by a Paying Agent relating to the
Bond(s) in respect of which he wishes to vote.
A Bondholder not wishing to attend and vote at the Meeting in person may either
deliver his valid voting certificate(s) to the person whom he wishes to attend
on his behalf or instruct a Paying Agent to appoint a proxy to attend and vote
at the Meeting in accordance with his instructions pursuant to a block voting
instruction issued by a Paying Agent.
A Bondholder must request the relevant clearing system to block the Bonds 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 Meeting
(or, if applicable, any adjournment of such Meeting), in order to obtain voting
certificates or give voting instructions in respect of the Meeting. Bonds so
blocked will not be released until the earlier of:
(a) the conclusion of the Meeting (or, if applicable, any adjournment of
such 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 a block voting instruction, not less than 48 hours
before the time for which the Meeting (or, if applicable, any adjournment of
such Meeting) is convened, notification in writing of any revocation of a
Bondholder's previous instructions is given to a Paying Agent and the same is
then notified in writing by a Paying Agent to the Issuer and the Trustee at
least 48 hours before the time appointed for holding the Meeting and such Bonds
ceasing in accordance with the procedures of the relevant clearing system and
with the agreement of such Paying Agent to be held to its orderor under its
control.
2. The quorum required at the Meeting in respect of both Extraordinary
Resolutions is two or more persons present holding voting certificates or being
proxies and representing in the aggregate not less than three quarters of the
aggregate principal amount of the Bonds for the time being outstanding; provided
that, if at least three quarters of the aggregate principal amount of the Bonds
for the time being outstanding are represented by a global bond, a single proxy
representing the holder thereof shall be deemed to be two persons for the
purposes of forming a quorum. If within 15 minutes after the time fixed for the
Meeting a quorum is not present, it shall be adjourned for such period, being
not less than 14 days and not more than 42 days, and to such place as the
Chairman determines (with the approval of the Trustee). Following such
adjournment for lack of quorum, the Extraordinary Resolutions will be considered
at an adjourned Meeting (10 days notice (exclusive of the day on which the
notice is given and of the day on which the Meeting is to be resumed) of which
will be given to the Bondholders). The quorum at such an adjourned Meeting will
be two or more persons present holding voting certificates or being proxies and
representing in the aggregate not less than one quarter of the aggregate
principal amount of the Bonds for the time being outstanding.
Bondholders should note this high quorum requirement and should be aware that if
the Bondholders either present or appropriately represented at the Meeting are
insufficient to form a quorum the Extraordinary Resolutions cannot be formally
considered thereat. Bondholders are therefore encouraged either to attend the
Meeting inperson or to arrange to be represented at the Meeting as soon as
possible.
3. Every question submitted to the Meeting will be decided on a show of
hands unless a poll is duly demanded by the Chairman of the Meeting or by the
Issuer, the Guarantor or the Trustee or by one or more persons present holding
voting certificates or being proxies and representing not less than one-fiftieth
part of the aggregate principal amount of the Bonds then outstanding. 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
shall have one vote in respect of each #10,000 in aggregate face amount of the
Bonds so represented by the voting certificate so produced or in respect of
which he is a proxy.
4. In case of equality of votes, the Chairman of the 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 a Bondholder or as a holder of a voting
certificate or as a proxy.
5. To be passed, the Extraordinary Resolutions requires a majority in
favour consisting of not less than three quarters of the votes cast. If passed,
the Extraordinary Resolutions will be binding upon all the Bondholders, whether
or not present at such Meeting and whether or not voting.
PRINCIPAL PAYING AGENT
BNP Paribas Securities Services Luxembourg Branch
23, Avenue de la Porte Neuve
L-2085 Luxembourg
OTHER PAYING AGENT
Citibank Agency & Trust London Branch
Citibank House
336 Strand
London WC2R 1HB
TRUSTEE
Law Debenture Trustees Limited
Fifth Floor
100 Wood Street
London EC2V 7EX
This Notice is given by:
PAVILION HOUSING ASSOCIATION LIMITED (formerly known as Rushmoor Housing
Association Limited until a change of name was effected on 14 May, 1997)
Gordon House
Gordon Road
Aldershot
Hampshire GU11 1LD
Dated 3 February, 2004.
Bondholders whose Bonds are held by Euroclear or Clearstream, Luxembourg should
contact the following for further information:
Euroclear: Corporate Action Department (telephone Brussels +(322) 224 4245,
email: bond_offers@euroclear.com)
Clearstream: CIE Department (telephone Luxembourg + (352) 46564 6414; fax: +
(352) 46564 8248, email: ciefaxes.cs@clearstream.com.)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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