TIDM40XV
RNS Number : 3920I
Paragon Mortgages (No.12) PLC
14 June 2011
RNS ANNOUNCEMENT
NOTICE OF MEETING OF CLASS A NOTEHOLDERS
$1,500,000,000 Class A1 mortgage backed floating rate notes due
2038
(Reg S Common Code: 26164494; Reg S ISIN: XS0261644941; Rule
144A Common Code: 26165539; Rule 144A ISIN: US69913BAA44; Rule 144A
CUSIP: 69913BAA4)
GBP145,000,000 Class A2a mortgage backed floating rate notes due
2038
(Common Code: 26164613; ISIN: XS0261646136)
EUR245,000,000 Class A2b mortgage backed floating rate notes due
2038
(Common Code: 26164656; ISIN: XS0261646565)
$311,000,000 Class A2c mortgage backed floating rate notes due
2038
(Reg S Common Code: 26164702; Reg S ISIN: XS0261647027; Rule
144A Common Code: 26165580; Rule 144A ISIN: US69913BAB27; Rule 144A
CUSIP: 69913BAB2)
GBP25,000,000 Class B1a mortgage backed floating rate notes due
2038
(Common Code: 26164788; ISIN: XS0261647886)
EUR126,000,000 Class B1b mortgage backed floating rate notes due
2038
(Common Code: 26164885; ISIN: XS0261648850)
GBP17,000,000 Class C1a mortgage backed floating rate notes due
2038
(Common Code: 26165016; ISIN: XS0261650161)
EUR106,000,000 Class C1b mortgage backed floating rate notes due
2038
(Common Code: 26165067; ISIN: XS0261650674)
issued by Paragon Mortgages (No. 12) PLC
Paragon Mortgages (No. 12) PLC (the "Issuer") hereby gives
notice of a meeting of the holders of the $1,500,000,000 Class A1
mortgage backed floating rate notes due 2038, the GBP145,000,000
Class A2a mortgage backed floating rate notes due 2038, the
EUR245,000,000 Class A2b mortgage backed floating rate notes due
2038 and the $311,000,000 Class A2c mortgage backed floating rate
notes due 2038 issued by the Issuer to be held at the offices of
Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 6 July
2011 at 10:30a.m. (London time), 11:30a.m. (CET) and 5:30a.m. ( New
York time) (the "Meeting").
The Meeting is to be held pursuant to Condition 13 of the Notes
and the provisions of Schedule 3 of the Trust Deed dated 20 July
2006 (the "Trust Deed") relating to the Notes and made between the
Issuer and Citicorp Trustee Company Limited (the "Trustee") as
trustee for the Noteholders, for the purposes of considering and,
if thought fit, passing the resolution set out below, which will be
proposed as an Extraordinary Resolution in accordance with the
provisions of the Trust Deed.
This Notice is being sent to the Class B Noteholders and the
Class C Noteholders for information purposes only. The proposed
amendments in relation to which the proposed resolutions are to be
passed do not require Extraordinary Resolutions to be passed at
separate meetings of the holders of each class of Notes because
they do not relate to Basic Terms Modifications. The Trust Deed
further provides that where, in the opinion of the Trustee, there
is a conflict between the interests of the Class A Noteholders and
the interests of the Class B Noteholders and/or the Class C
Noteholders the Trustee shall, notwithstanding anything to the
contrary contained in the Trust Deed, the Relevant Documents or the
Notes (including the Conditions), have regard only to the interests
of the Class A Noteholders, and the Class B Noteholders and the
Class C Noteholders shall not have any claim against the Trustee
for so doing. The decision of the Class A Noteholders regarding the
proposed resolutions reproduced below will be binding on the Class
B Noteholders and the Class C Noteholders. Therefore, a meeting of
the Class B Noteholders and the Class C Noteholders is not
necessary.
Capitalised terms not otherwise defined in this Notice shall
bear the meaning given to them in the Trust Deed.
EXTRAORDINARY RESOLUTION
The following is the text of the Extraordinary Resolution to be
proposed at the Meeting:
"THAT this Meeting of the holders of the $1,500,000,000 Class A1
mortgage backed floating rate notes due 2038, the GBP145,000,000
Class A2a mortgage backed floating rate notes due 2038, the
EUR245,000,000 Class A2b mortgage backed floating rate notes due
2038 and the $311,000,000 Class A2c mortgage backed floating rate
notes due 2038 issued by Paragon Mortgages (No. 12) PLC (the
"Issuer", and the holders of such notes being the "Class A
Noteholders") constituted by the trust deed dated 20 July 2006 and
made between the Issuer and Citicorp Trustee Company Limited as
trustee (the "Trustee") assent to the modification of:
1. the Currency Swap A1 Agreement;
2. the Currency Swap A2b Agreement;
3. the Currency Swap A2c Agreement;
4. the Currency Swap B1b Agreement; and
5. the Currency Swap C1b Agreement,
in each case between the Issuer, the Trustee and Barclays Bank
PLC as Currency Swap Provider and in each case in the manner set
out in the amendment and restatement agreement to be entered into
between the Issuer, the Trustee and the Currency Swap Provider in
or substantially in the form that was available from the Principal
Paying Agent for inspection by the Class A Noteholders prior to
this Meeting (the "Amendment and Restatement Agreement").
The Class A Noteholders:
(a) sanction every abrogation, modification, compromise or
arrangement in respect of the rights of the Noteholders pertaining
to the Notes against the Issuer or any other person involved in or
resulting from the modifications referred to in this Extraordinary
Resolution;
(b) direct and authorise the entry into, execution and delivery
of the Amendment and Restatement Agreement;
(c) direct, authorise and instruct the Trustee to waive the
requirement for the Issuer to obtain prior written approval of the
Rating Agencies to the modifications to be effected pursuant to the
Amendment and Restatement Agreement, and authorise the Issuer to
make the modifications if the Rating Agencies have been notified of
the proposed modifications;
(d) authorise, direct and instruct the Trustee to concur in
taking all steps considered by it in its sole discretion to be
necessary, desirable or expedient to carry out and give effect to
this Extraordinary Resolution (including, without limitation,
agreeing to such amendments or modifications to the form of the
Amendment and Restatement Agreement as the Trustee may in its sole
and absolute discretion approve) and acknowledge that any such
steps will not subsequently be called into question by us;
(e) direct, authorise and instruct the Trustee to concur in the
modifications referred to in this Extraordinary Resolution and
agree that the Trustee shall not be responsible for any liability
in relation thereto including any consequences to any person
resulting therefrom; and
(f) discharge and exonerate the Trustee from any liability in
respect of any act or omission for which the Trustee may be or may
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.
Capitalised terms not otherwise defined in this Extraordinary
Resolution shall have the meaning given to them in the trust deed
dated 20 July 2006."
Background and reasons for meeting
The proposed changes are intended to accommodate certain revised
counterparty criteria published by Standard & Poor's Financial
Services LLC ("S&P") on 6 December 2010 (as amended and
partially superseded on 13 January 2011) (the "New S&P
Counterparty Criteria").
The New S&P Counterparty Criteria do not permit the
grandfathering of existing notes or programmes and therefore the
Notes may be directly impacted if the amendments required in order
to implement the New S&P Counterparty Criteria are not so
implemented.
Failure to implement the changes may potentially result in (1)
either immediately or in the future, the ratings ascribed to some
or all classes of Notes by S&P being downgraded or otherwise
adversely affected and (2) other adverse consequences for the
holders of all classes of Notes (including, without limitation, in
relation to the price at which the Notes may trade).
The Issuer, together with Barclays Bank PLC as Currency Swap
Provider, has negotiated amendments to the existing Currency Swap
Agreements (to be implemented by an amendment and restatement
agreement to the Currency Swap Agreements which relate to the Notes
to be entered into by the Issuer, the Trustee and the Currency Swap
Provider (the "Amendment and Restatement Agreement")) which will
ensure that they are compliant with the New S&P Counterparty
Criteria and maintain the current rating of the Notes. It is
proposed that such amendments be assented to by the Class A
Noteholders by Extraordinary Resolution in accordance with
Paragraph 18(C) of Schedule 3 to the Trust Deed.
The direction to the Trustee to waive the requirement for prior
written approval from the Rating Agencies and the authorisation to
the Issuer of the making of amendments if the modifications have
been notified to the Rating Agencies is intended to accommodate
current practice and policy of the Rating Agencies relating to
requests for written confirmation of approvals in these
circumstances. The Issuer intends to notify Moody's and Fitch
regarding the amendments proposed above but may not necessarily
receive their explicit approvals to the amendments in writing.
The Issuer has accordingly convened the Meeting by the above
Notice to request the Class A Noteholders' agreement by
Extraordinary Resolution to the matters contained in the
Extraordinary Resolution. Under the terms of the Conditions of the
Notes and the Trust Deed, the proposed amendments do not constitute
a Basic Terms Modification and therefore, if the Extraordinary
Resolution is passed, it will be binding on the Class B Noteholders
and the Class C Noteholders.
Copies of the Trust Deed, the Terms and Conditions of the Notes
and the draft Amendment and Restatement Agreement in substantially
the same form as it is proposed it shall be executed (if the
Extraordinary Resolution set out above is passed) are available on
request to Citibank, N.A., London Branch (the "Principal Paying
Agent"), at the address set out at the end of this Notice and on
provision of a written confirmation and undertaking in the form set
out in the "Undertaking" attached to the Notice convening the
Meeting sent through the Clearing Systems. Copies of those
documents will also be available for inspection at the Meeting.
Except to such Class A Noteholders who have provided an executed
Undertaking, copies of this Notice, the Extraordinary Resolution,
the Trust Deed, the Terms and Conditions of the Notes, and any
related documents will not be mailed or otherwise distributed or
sent in or into the United States, including to any Class A
Noteholder with addresses in the United States. Any U.S. person
receiving such documents (including, without limitation,
custodians, nominees and trustees) must not distribute or send them
in, into or from the United States. Moreover, a recipient of this
Notice should not contact the Issuer, the Principal Paying Agent or
the Trustee for a copy of the Extraordinary Resolution, the Trust
Deed, the Terms and Conditions of the Notes or other information
relating to the Notes if by doing so it will contravene any
securities or other law or regulation to which it is subject.
The attention of the Class A Noteholders is particularly drawn
to the quorum required for the Meeting and for an adjourned Meeting
which is set out in paragraph 3 of "Voting and Quorum" below.
In accordance with normal practice the Trustee expresses no
opinion as to the merits of the Extraordinary Resolution (which it
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 Resolution
referred to above being submitted to the Class A Noteholders for
their consideration. The Trustee has, however, not been involved in
formulating the modifications referred to in the Extraordinary
Resolution and makes no representation that all relevant
information has been disclosed to the Class A Noteholders in this
Notice. Accordingly, the Trustee urges Class A Noteholders who are
in any doubt as to the impact of the implementation of the
modifications and waivers referred to in the Extraordinary
Resolution to seek their own independent legal and financial
advice.
VOTING AND QUORUM
1. Who is entitled to vote on the proposed Extraordinary
Resolution?
The Class A Notes are currently held in the form of both:
(a) Global Reg S Notes which are held by a custodian for, and
registered in the name of, a nominee of the common depositary for
the accounts of Euroclear Bank S.A./N.V. as operator of the
Euroclear System ("Euroclear") and Clearstream Banking, societe
anonyme ("Clearstream", and each of Euroclear and Clearstream, a
"clearing system"); and
(b) Global Rule 144A Notes which are held by a custodian for,
and registered in the name of Cede & Co., a nominee of the
Depositary Trust Company ("DTC").
Beneficial Holders through the Global Reg S Notes
Each person who is the owner of a particular nominal amount of
the Class A Notes, as shown in the records of Euroclear,
Clearstream or their respective accountholders ("Accountholders"),
(a "European Global Beneficial Owner") should note that they will
only be entitled to attend and vote at the Meeting in accordance
with the procedures set out below in "Procedures for Voting". The
only person currently able to vote at the Meeting with respect to
the Class A Notes represented by the relevant Global Reg S Notes
will be the registered holder of such Global Reg S Notes, which is
Citivic Nominees Limited, as nominee for the common depositary of
Euroclear and Clearstream. However, Citibank, N.A., London Branch,
on behalf of Citivic Nominees Limited, may grant proxies to the
European Global Beneficial Owners to attend and vote at the
Meeting. Alternatively, European Global Beneficial Owners who hold
their interests through a clearing system and who do not wish to
attend and vote in person may convey their voting instructions by
contacting the relevant clearing system (or through the relevant
Accountholder, if applicable) and arrange for votes to be cast on
their behalf. See "Procedures for Voting" below.
Beneficial Holders through the Global Rule 144A Notes
For the purposes of the Global Rule 144A Notes representing
those Class A Notes which are Rule 144A Notes and the Meeting, Cede
& Co. is the only holder of the Class A Notes represented by
those Global Rule 144A Notes. Each person who is the owner of a
particular nominal amount of the Notes, as shown in the records of
the participants of DTC ("DTC Participants"), (a "DTC Beneficial
Owner"), should note that they will only be entitled to vote at the
Meeting in accordance with the procedures set out below.
Accordingly, DTC Beneficial Owners should convey their voting
instructions, directly or through their respective accountholders,
to DTC in accordance with the ruling procedures of DTC.
The DTC Participants will, if DTC's usual procedures are
applied, be appointed as its proxies by DTC and will be entitled to
attend and vote at the Meeting. In the alternative, the DTC
participants may arrange for a sub-proxy being any third person or
an employee of the principal Paying Agent to attend and vote at the
Meeting on their behalf. DTC Participants should direct any
questions regarding appointing proxies or the voting procedures to
the Principal Paying Agent at its address indicated below.
Holders of record of the Class A Notes at the close of business
New York City time on 14 June 2011 (the "Record Date") will be
entitled to vote on the Extraordinary Resolution and shall remain
so entitled notwithstanding any transfer of such holders' Class A
Notes after the Record Date. Transferees of the Class A Notes after
the Record Date will not be entitled to vote on the Extraordinary
Resolution.
2. Procedures for Voting
Those persons entitled to do so may vote on the proposed
Extraordinary Resolution by either attending and voting at the
Meeting as a proxy or delivering voting instructions through the
clearing systems (where their interest is through a Global Reg S
Note) or DTC (where their interest is through a Global Rule 144A
Note) with respect to the relevant Class A Notes.
Attending and Voting at the Meeting:
Beneficial Holders through the Global Reg S Notes
Those European Global Beneficial Owners who hold their interests
in the Class A Notes through the clearing systems and who wish to
attend and vote at the Meeting should contact the relevant clearing
system (through the relevant Accountholder, if applicable) to make
arrangements to be appointed as proxy in respect of those Class A
Notes in which they have an interest for the purpose of attending
and voting at the Meeting in person. Such European Global
Beneficial Owners must have made arrangements to vote with the
relevant clearing system (through the relevant Accountholder, if
applicable), in accordance with the regulations of the relevant
clearing system, in time for the relevant clearing system to
arrange for them to be appointed as a proxy no later than 48 hours
before the time fixed for the Meeting.
Beneficial Holders through the Global Rule 144A Notes
A DTC participant or a DTC beneficial Owner wishing to attend
and vote at the Meeting in person must produce a form of proxy or
sub-proxy issued by DTC or a DTC Participant. Forms of sub-proxy
are available from the Principal Paying Agent no later than 48
hours before the time fixed for the Meeting.
Delivering instructions to vote:
Beneficial Holders through the Global Reg S Notes
Those European Global Beneficial Owners who hold their interests
in the Class A Notes through a clearing system and who wish to vote
at but who do not wish to attend the Meeting should contact the
relevant clearing system (through the relevant Accountholder, if
applicable) to arrange for another person nominated by them to be
appointed as a proxy in respect of such Class A Notes in which they
have an interest to attend and vote at the Meeting on their behalf
or to make arrangements for the votes relating to such Class A
Notes in which they have an interest to be cast on their behalf by
or on behalf of the Principal Paying Agent acting as a proxy. A
European Global Beneficial Owner must have made arrangements to
vote with the relevant clearing system (through the relevant
Accountholder, if applicable), in accordance with the regulations
of the relevant clearing system, in time for the relevant clearing
system to arrange for the European Global Beneficial Owner's
nominee, or a representative of the Principal Paying Agent to be
appointed as a proxy not later than 48 hours before the time fixed
for the Meeting.
Beneficial Holders through the Global Rule 144A Notes
(a) A DTC Participant or a DTC Beneficial Owner not wishing to
attend and vote at the Meeting in person may appoint a proxy or, in
the case of a DTC Beneficial Owner who is not a DTC Participant,
arrange through the DTC Participant through whom he holds his Class
A Notes, for the appointment of some other person as a sub-proxy,
to attend and vote at the Meeting in accordance with his
instructions.
(b) A DTC Participant or a DTC Beneficial Owner not wishing to
attend and vote at the Meeting in person may give a voting
instruction or, in the case of a DTC Beneficial Owner, may arrange
for the DTC Participant through whom he holds his Class A Notes to
give a voting instruction instructing the Principal Paying Agent to
appoint a proxy to attend and vote at the Meeting in accordance
with his instructions.
(c) Voting instructions from DTC participants must be given to
the Principal Paying Agent not later than 48 hours before the time
fixed for the Meeting and may not be revoked during that
period.
(d) DTC Beneficial Owners should contact the DTC Participant
through whom they hold their Notes.
3. Quorum
The quorum required at the Meeting is two or more persons
present in person holding Class A Notes or being proxies and
holding or representing in the aggregate greater than 50 per cent.
of the aggregate GBP Equivalent Initial Principal Amount of the
Class A Notes for the time being outstanding.
4. Adjourned Meeting
If within 15 minutes from the time fixed for the Meeting a
quorum is not present the Meeting shall stand adjourned for such
period, not being less than 14 days nor more than 42 days, and to
such time and place, as may be appointed by the Chairman of the
Meeting. The quorum required at such adjourned Meeting is two or
more persons present in person holding Class A Notes or being
proxies (whatever the GBP Equivalent Initial Principal Amount of
the Class A Notes for the time being outstanding held by such
persons).
5. Procedures at the Meeting
(a) 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, the Issuer or by two or more persons present being holders
of Class A Notes or being proxies and holding or representing in
the aggregate not less than 2. per cent. of the aggregate GBP
Equivalent Initial Principal Amount of the Class A Notes for the
time being outstanding. On a show of hands every person who is
present in person and produces a Class A Note or is a proxy shall
have one vote and on a poll every person so present shall have one
vote in respect of each GBP1 in principal amount of the GBP
Equivalent Initial Principal Amount of the Class A Notes. If a poll
is duly demanded, it shall be taken in such manner as the Chairman
of the Meeting directs.
(b) 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
Class A Noteholder or as a proxy.
(c) To be passed, the Extraordinary Resolution requires not less
than 75 per cent. of the votes cast.
(d) If passed, the Extraordinary Resolution will be binding on
all the Class A Noteholders, whether or not present at such Meeting
and whether or not voting, and upon all the holders of the coupons
relating to the Class A Notes and will also be binding on the
holders of the Class B Notes and the Class C Notes and the coupons
relating to the Class B Notes and the Class C Notes.
A notice in relation to the Meeting will also be issued through
the Clearing Systems on 14 June 2011
For further queries, please contact the Issuer at:
Paragon Mortgages (No. 12) PLC
St. Catherine's Court
Herbert Road
Solihull
West Midlands B91 3QE
Telephone Numbers: Stephen Bowcott: +44 (0) 20 7786 8470
John Harvey: +44 (0) 121 712 3894
Jimmy Giles: +44 (0) 121 712 2315
Emails: Stephen.Bowcott@paragon-group.co.uk
Jimmy.Giles@paragon-group.co.uk
John.Harvey@paragon-group.co.uk
PARAGON MORTGAGES (NO. 12) PLC
14 June 2011
This information is provided by RNS
The company news service from the London Stock Exchange
END
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