TIDM31TE
RNS Number : 5058J
Preferred Residential Securities 8
30 June 2011
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,
INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR
STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL
OR LEGAL ADVISER.
IMPORTANT NOTICE TO THE HOLDERS OF THE
Class A1a1 GBP181,000,000 mortgage backed floating rate notes
due 2042
(the "Class A1a1 Notes") (Rule 144A ISIN: US740370AA82 CUSIP:
7403780AA8
Reg S ISIN: XS0198309691) with detachable A Coupons due 2007
(Reg S ISIN: XS0198486473)
Class A1a2 GBP100,000,000 mortgage backed floating rate notes
due 2042
(the "Class A1a2 Notes") (Rule 144A ISIN: US740380AB65 CUSIP:
740380AB6
Reg S ISIN: XS0198313024) with detachable A Coupons due 2007
(Reg S ISIN: XS0198486473)
Class A1b $100,000,000 mortgage backed floating rate notes due
2042
(the "Class A1b Notes") (Rule 144A ISIN: US740380AG52 CUSIP:
740380AG5
Reg S ISIN: XS0198313610)
Class A1c EUR100,000,000 mortgage backed floating rate notes due
2042
(the "Class A1c Notes") (Rule 144A ISIN: US740380AL48 CUSIP:
740380AL4
Reg S ISIN: XS0198318171)
Class B1a GBP18,500,000 mortgage backed floating rate notes due
2042
(the "Class B1a Notes") (Rule 144A ISIN: US740380AC49 CUSIP:
740380AC4
Reg S ISIN: XS0198318411)
Class B1c EUR8,500,000 mortgage backed floating rate notes due
2042
(the "Class B1c Notes") (Rule 144A ISIN: US740380AM21 CUSIP:
740380AM2
Reg S ISIN: XS0198318841)
Class C1a GBP5,900,000 mortgage backed floating rate notes due
2042
(the "Class C1a Notes") (Rule 144A ISIN: US740380AD22 CUSIP:
740380AD2
Reg S ISIN: XS0198319062)
Class C1c EUR5,000,000 mortgage backed floating rate notes due
2042
(the "Class C1c Notes") (Rule 144A ISIN: US740380AN04 CUSIP:
740380AN0
Reg S ISIN: XS0198319229)
Class D1a GBP16,200,000 mortgage backed floating rate notes due
2042
(the "Class D1a Notes") (Rule 144A ISIN: US740380AE05 CUSIP:
740380AE0
Reg S ISIN: XS0198319575)
Class D1c EUR5,000,000 mortgage backed floating rate notes due
2042
(the "Class D1c Notes") (Rule 144A ISIN: US740380AP51 CUSIP:
740380AP0
Reg S ISIN: XS0198319906)
Class E GBP4,600,000 mortgage backed floating rate notes due
2042
(the "Class E Notes") (Rule 144A ISIN: US740380AF79 CUSIP:
740380AF7
Reg S ISIN: XS0198320409)
issued by
Preferred Residential Securities 8 PLC
(the "Issuer")
on or about 13 August 2004
The Class A1a1 Notes, Class A1a2 Notes, Class A1b Notes, Class
A1c Notes, Class B1a Notes, Class B1c Notes, Class C1a Notes, Class
C1c Notes, Class D1a Notes, Class D1c Notes and Class E Notes are
together referred to as the "Notes".
Capitalised terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Terms and Conditions of
the Notes set out in the Trust Deed (the "Trust Deed") dated 13
August 2004 (as amended) and entered into between the Issuer and
BNY Corporate Trustee Services Limited (now known as BNY Mellon
Corporate Trustee Services Limited) (the "Trustee"), the master
definitions schedule (the "Master Definitions Schedule") dated 13
August 2004 and the Deed (as defined below).
In accordance with their respective mortgage arrangements,
customers of Preferred Mortgages Limited ("PML") (through Preferred
Mortgages Collections Limited ("PMCL")) make mortgage payments into
the Barclays Collection Accounts held at Barclays Bank PLC
("Barclays"). A majority of mortgage customers make their mortgage
payments by direct debit. Such electronic payments are made in
accordance with the direct debit scheme (the "Scheme") and are
governed by rules (the "Bacs Rules") established by BACS Payment
Schemes Limited ("Bacs"). Barclays currently provides, as a
Collection Account Bank, direct debit sponsorship to PMCL (the
"Sponsorship"), together with related direct debit services (the
"Services").
Pursuant to the current Bacs Rules, any company that wishes to
receive payments by direct debit must become a Bacs approved
servicer user (a "Service User"). Once approved, a Service User is
allocated a single Service User number (a "SUN") that will be used
by financial institutions to correctly allocate direct debit
payments to the relevant Service User. PMCL currently has one SUN
for direct debit payments made into all the accounts that the
company has open at Barclays for its various securitisation
transactions.
Barclays provide direct debit sponsorship to PMCL for the
Barclays Collection Accounts in relation to indemnity claims that
may be made by customers against PMCL as the Service User.
Indemnity claims are currently raised manually by Barclays with
Acenden Limited (previously known as Capstone Mortgage Services
Limited) ("Acenden") as Cash/Bond Administrator for the Issuer and
settled by Barclays positively making a payment from the Barclays
Collection Accounts.
Barclays have informed us that Bacs have recently updated the
Scheme so that payments which are the subject of an indemnity claim
will be required to be automatically clawed back from the Barclays
Collection Accounts. The new automated service went live on 18
October 2010 and the final migration date for all financial
institutions to be using the new process was 30 April 2011.
Barclays' agreement to the continued provision of the
Sponsorship and the Services is subject to certain modifications
being made to the Transaction Documents to address concerns
Barclays have in relation to their liability regarding customer
payments made by direct debit, cheque, credit or debit card
payments, their compliance with rules governing payments made by
direct debit and their rights as a Secured Creditor to the
Transaction Documents. Such modifications include documenting
and/or clarifying the following:
(a) the terms on which Barclays is providing the Sponsorship and
Services in relation to the Barclays Collection Accounts (the
current form of the Bank Agreement does not specifically set out
the terms on which Barclays agree to provide such Sponsorship and
Services);
(b) that, for the avoidance of doubt, the liability of Barclays
in relation to the provision of Sponsorship and the Services
pursuant to the Bank Agreement are secured (and obligations of the
Issuer) in accordance with the Deed of Charge;
(c) Barclays' right of set off against the Barclays Collection
Accounts in relation to liability that it may incur due to amounts
paid by direct debit, cheque, credit or debit card not cleared for
fate or clawed back for whatever reason;
(d) reporting obligations of the Cash/Bond Administrator to
Barclays in relation to the status of clawback claims by customers
pursuant to the Direct Debiting Scheme; and
(e) the debiting of Barclays' administrative fees in relation to
the Bank Accounts as and when they fall due from the relevant Bank
Accounts (together with a waiver from the parties to the Bank
Agreement for undertaking such arrangement in the past in breach of
the terms of the Bank Agreement and the Deed of Charge).
Barclays confirmed to the Issuer that they would no longer agree
to continue to provide Sponsorship or Services to PMCL in relation
to the Collection Accounts unless the aforementioned modifications
and clarifications were made by the relevant parties to the Bank
Agreement. If Barclays had ceased to provide such Sponsorship or
Services in relation to the Collection Accounts, amounts paid by
customers using the Direct Debit Scheme would no longer have been
able to be received into the Collection Accounts. This would have
resulted in a material reduction of funds available from customers
to pay Noteholders in accordance with the Transaction Documents.
Such a reduction may have meant that we would have insufficient
funds to pay all amounts due to Noteholders under the Notes when
they fall due. The Issuer therefore confirmed to the Trustee that
it was in the interests of the Noteholders for the Trustee to
consent to the modification of the Bank Agreement and the creation
by PMCL of the new SUN so that Barclays agreed to continue to
provide Sponsorship and Services in relation to the Barclays
Collection Accounts and that there would be materially prejudicial
implications for Noteholders if the Trustee had not done so.
Furthermore, in conjunction with Acenden, the Issuer concluded
that, as far as it was aware and having made all reasonable
enquiries, the only commercially feasible course was to accommodate
Barclays' requirements.
In light of the above, an accession, amendment and interface
deed dated 18 April 2011 (the "Deed") was entered into between,
among others, Barclays, the Trustee and the Issuer in order to
accommodate Barclays' requirements for the continued provision of
Sponsorship and the Services. Such Deed is available for inspection
at the registered office of the Issuer during normal business
hours.
This Notice is given by the Issuer.
24 June 2011
This information is provided by RNS
The company news service from the London Stock Exchange
END
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