TIDM40XV
RNS Number : 5394D
Paragon Mortgages (No.12) PLC
27 June 2019
Paragon Mortgages (No. 12) PLC
51 Homer Road, Solihull, West Midlands, B91 3QJ
a company incorporated in England and Wales
(registered number 05386924)
NOTICE
FOR IMMEDIATE RELEASE
$1,500,000,000 Class A1 Notes due 2038
ISIN: US69913BAA44 (Rule 144A), XS0261644941 (Reg S)
GBP145,000,000 Class A2a Notes due 2038
ISIN: XS0261646136
EUR245,000,000 Class A2b Notes due 2038
ISIN: XS0261646565
$311,000,000 Class A2c Notes due 2038
ISIN: US69913BAB27 (Rule 144A), XS0261647027 (Reg S)
GBP25,000,000 Class B1a Notes due 2038
ISIN: XS0261647886
EUR126,000,000 Class B1b Notes due 2038
ISIN: XS0261648850
GBP17,000,000 Class C1a Notes due 2038
ISIN: XS0261650161
EUR106,000,000 Class C1b Notes due 2038
ISIN: XS0261650674
(the "Notes")
27 June 2019
1. Background
1.1 This notice refers to the Notes and the trust deed entered
into between the Issuer and Trustee on 20 July 2006 as amended from
time to time (the "Trust Deed") and the terms and conditions of the
Notes (the "Conditions").
1.2 Capitalised terms used in this Notice that are not defined
herein have the meaning given to them in the Trust Deed and the
Conditions, as applicable.
2. Amendments
2.1 The Issuer hereby gives notice that it has entered into
certain amendment and restatement deeds with, among others, the
Trustee in relation to the Deed of Charge, the Mortgage Sale
Agreement and the Subordinated Loan Agreement in order to amend
such documents to provide for the assignment of the right to
receive the Deferred Purchase Consideration and certain rights of
the Subordinated Lenders related to the loan under the Subordinated
Loan Agreement.
2.2 In particular:
(a) the Subordinated Loan Agreement will be amended to divide
the rights of the Subordinated Lenders against the Issuer
between:
(i) their rights in respect of the initial advance, advanced to
fund the First Loss Fund (the "Reserve Advance"); and
(ii) their rights in respect of any subsequent advances,
and to allow their rights in respect of the Reserve Advance to
be assigned; and
(b) the Mortgage Sale Agreement will be amended to permit the
assignment of the right to receive the Deferred Purchase
Consideration.
2.3 Certain further consequential amendments will be made,
including amendments to fix the margin chargeable over LIBOR on the
loan under the Subordinated Loan Agreement at four per cent.
3. Other documents
3.1 In addition, the Issuer has entered into a deed poll,
whereby the Issuer will grant, to the holder of the Deferred
Purchase Consideration, the right (subject to certain requirements
as to such holder's tax status) to purchase the Mortgages and to
require the Issuer to use the proceeds of such purchase to redeem
all of the Notes in accordance with Condition 5(d) (Optional
Redemption in Full) on any Interest Payment Date.
3.2 Further, the Issuer has entered into an agreement with,
among others, Paragon Finance PLC in order, among other things, to
limit the amount payable by the Issuer to Paragon Finance PLC as
Administrator under the Services Letter, in accordance with item
(r) of the priority of payments set out in clause 6.1.2 of the Deed
of Charge or item (h) of the priority of payments set out in clause
8.2 of the Deed of Charge, as the case may be, to a maximum of
GBP12,000 per annum.
The amendments and other matters set out above took effect on 26
June 2019.
Copies of the key documents associated with this Notice may be
inspected in physical form at the registered office of the Issuer
and during usual business hours on any day that is not a Saturday,
Sunday or public holiday or upon request in electronic form from
the Issuer for a period of 7 days from the date of this Notice.
For further information, please contact:
Paragon Mortgages (No.12) PLC
51 Homer Road
Solihull
West Midlands
B91 3QJ
Email: Jimmy.Giles@paragonbank.co.uk
Telephone number: +44 121 712 2315
Facsimile number: +44 121 712 2622
Attention: The Directors
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contact rns@lseg.com or visit www.rns.com.
END
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