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THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
SENIOR NOTEHOLDERS. IF SENIOR 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.
Notice of separate meetings of the holders
(the "SENIOR Noteholders") of the outstanding
Series 1 Class A1 Asset Backed 8.369 Per Cent. Premium Yield Notes due 2058
(ISIN: USG34346AA77; Common Code: 7518471)
(the "Series 1 Class A1 Notes")
Series 1 Class A2 Asset Backed 8.569 Per Cent. Premium Yield Notes due 2058
(ISIN: USG34346AB50; Common Code: 7518498)
(the "Series 1 Class A2 Notes")
Series 2 Class A Asset Backed Variable Rate Notes due 2058
(ISIN USG34346AE99; Common Code 7518536)
(the "Series 2 Class A Notes")
issued by
FINANCE FOR RESIDENTIAL SOCIAL HOUSING PLC
(the "Issuer")
On 26 March 1997
The Series 1 Class A1 Notes, Series 1 Class A2 Notes and Series 2 Class A Notes
are each a "Class" of Notes and together referred to as the "Senior Notes".
Capitalised terms used but not otherwise defined in this Notice shall have the
meanings set out in the trust deed (the "Trust Deed") dated 26 March 1997 (as
amended from time to time) and entered into between the Issuer and Royal
Exchange Trust Company Limited as trustee (such role now being performed by
Capita Trust Company Limited under power of attorney) (the "Trustee") and the
bank agreement (the "Bank Agreement") dated 26 March 1997 (as amended from time
to time) and entered into between the Issuer, The Royal Bank of Scotland plc ("
RBS") (formerly National Westminster Bank plc) (the "Account Bank" and the "
Administrator") and the Trustee.
The Trustee has not been involved in the formulation of the matters set out in
this Notice, including, without limitation, the matters set out in section 1
(Background to the Extraordinary Resolution) (the "Proposal") and, in
accordance with normal practice, the Trustee expresses no opinion on the merits
of the Proposal (which it was not involved in negotiating) or the Extraordinary
Resolution and no opinion on whether Senior Noteholders would be acting in
their best interests voting for or against the Proposal or the Extraordinary
Resolution but on the basis of the information contained in this Notice has
authorised it to be stated that it has no objection to the Extraordinary
Resolution being submitted to Senior Noteholders for their consideration. The
Trustee makes no representation that all relevant information has been
disclosed to Senior Noteholders in connection with the Proposal, the
Extraordinary Resolution and this Notice. The Trustee is not responsible for
the accuracy, completeness, validity or correctness of the statements made in
this Notice or omissions from this Notice. Nothing in this Notice should be
construed as a recommendation to Senior Noteholders from the Trustee to vote in
favour of, or against, the Proposal or the Extraordinary Resolution. The
Trustee recommends that Senior Noteholders take their own independent
professional advice on the merits and the consequences of voting in favour of,
or against, the Extraordinary Resolution and the Proposal.
No person has been authorised to make any recommendation on behalf of the
Issuer, the Trustee or the Principal Paying Agent as to whether or how the
Senior Noteholders should vote pursuant to the Proposal. No person has been
authorised to give any information, or to make any representation in connection
therewith, other than those contained herein. If made or given, such
recommendation or any such information or representation must not be relied
upon as having been authorised by the Issuer, the Trustee or the Principal
Paying Agent.
This Notice is issued and directed only to the Senior Noteholders and no other
person shall, or is entitled to, rely or act on, or be able to rely or act on,
its contents.
Each person receiving this Notice must make its own analysis and investigation
regarding the Proposal and make its own voting decision, with particular
reference to its own investment objectives and experience, and any other
factors which may be relevant to it in connection with such voting decision. If
such person is in any doubt about any aspect of the Proposal and/or the action
it should take, it should consult its professional advisers.
Senior Noteholders should refer to section 3 (Voting and Quorum) of this Notice
for details concerning methods of voting in respect of the Extraordinary
Resolution and Proposal described in this Notice and quorum provisions in
respect of the Senior Noteholders' Meetings.
NOTICE IS HEREBY GIVEN to the holders of the Senior Notes (the "Senior
Noteholders") that pursuant to Condition 14 of the Terms and Conditions of the
Series 1 Notes and Condition 13 of the Terms and Conditions of the Series 2
Notes and the provisions of the Ninth Schedule of the Trust Deed separate
meetings of the Senior Noteholders of each Class (each a "Senior Noteholders'
Meeting") convened by the Issuer will be held at the offices of Fieldfisher
LLP on 6 May 2016 at 10am (London time) (in respect of the Series 1 Class A1
Notes), at 10.30am (in respect of the Series 1 Class A2 Notes) and at 11am (in
respect of the Series 2 Class A Notes) for the purpose of considering and, if
thought fit, passing the resolution which will be proposed as an Extraordinary
Resolution at each Senior Noteholders' Meeting in accordance with the
provisions of the Ninth Schedule of the Trust Deed.
1. Background to the Extraordinary Resolution
Pursuant to the terms of the Bank Agreement, the Account Bank shall be an
entity which has its short term unsecured, unsubordinated and unguaranteed debt
rated at least A-1 by S&P and its long term unsecured, unsubordinated and
unguaranteed debt rated at least A3 by Moody's or such other rating which is
consistent with the relevant published criteria of the relevant rating agency
from time to time (the "Account Bank Required Rating").
Following the downgrade by S&P of the short-term credit rating from A-1 to A-2
(the "RBS Downgrade") of The Royal Bank of Scotland plc ("RBS"), RBS ceased to
meet the rating requirements required to fulfil certain of its roles under the
Trust Deed, the Administration Agreement and the Bank Agreement.
Pursuant to the Bank Agreement, in the event that the Account Bank no longer
has the Account Bank Required Rating, the Account Bank shall either:
1. deposit the Balance of the Collection Account in an account in the name of
the Issuer with an institution that has the Account Bank Required Rating
within 30 days of such downgrade, provided that such entity shall agree to
enter an agreement and mandate on terms substantially similar to the terms
of the Bank Agreement; or
2. the Bank will be required to ensure that its obligations are guaranteed by
an institution that has the Account Bank Required Rating within 30 days.
RBS has provided the Issuer and the Trustee with draft documentation (the "
Documents") prepared by RBS's legal counsel for the purpose of implementing a
proposal (the "RBS Proposal") to mitigate potential credit rating linkage
determined by the Rating Agencies between RBS's current credit rating and its
role as the Account Bank through its provision of collateral to support its
obligations under the Bank Agreement.
The Documents are as follows:
1. an amendment deed to the Bank Agreement and Cash Management Agreement (the
"Amendment Deed") between the Issuer, the Trustee and RBS (as Account Bank,
Administrator and Cash Manager) which amends certain provisions of the Cash
Management Agreement and the Bank Agreement to enable RBS to provide
additional support for the rating of the Notes in its role as the Account
Bank in accordance with the RBS Proposal;
2. a collateral agreement (the "Collateral Agreement") between the Issuer, the
Trustee and RBS (as Account Bank and Cash Manager) pursuant to which RBS as
Account Bank may, in certain circumstances, post cash and/or securities to
support its obligations to the Issuer; and
3. a custody agreement (the "Custody Agreement") between the Issuer, the
Trustee, RBS and Bank of New York Mellon appointing Bank of New York Mellon
as the custodian (the "Custodian") of any securities deposited by RBS for
safekeeping and to hold any cash received for deposit for the account of
the Issuer.
RBS shall pay to the Custodian such fees and charges as agreed between RBS and
the Custodian in respect of the services of the Custodian pursuant to the
Custody Agreement and reimburse the Custodian for out-of-pocket expenses that
are a normal incident of the services provided under the Custody Agreement.
RBS shall also indemnify and hold harmless the Custodian and BNY Mellon
affiliates from all losses incurred by such parties other than as a result of
their own negligence, wilful misconduct or fraud pursuant to the Custody
Agreement.
The Custodian shall be subject to non-petition provisions in the Custody
Agreement.
RBS shall, upon demand, pay to the Issuer the amount of any and all (a)
reasonable costs (including reasonable legal costs and expenses) which the
Issuer may incur in connection with the administration of the Collateral
Agreement and (b) costs (including legal costs and expenses) which the Issuer
may incur in connection with the exercise or enforcement of any of its rights
under the Collateral Agreement.
Pursuant to the terms of the Custody Agreement, in certain circumstances, the
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Custodian may credit the Issuer's cash account with cash equal to the amount of
any payment which the Custodian anticipates will be received by the Custodian
or depository prior to actual receipt by the Custodian of final payment of such
amount. Such advance credit shall be regarded by the Custodian as an extension
of credit to the Issuer. As the Issuer is prohibited from incurring
indebtedness under the terms of the Trust Deed without the prior written
consent of the Trustee, the Issuer requests that the Senior Noteholders direct
the Trustee to consent to the Issuer incurring such potential indebtedness if
it enters into the Custody Agreement. It is not the intention of the Issuer to
become voluntarily indebted pursuant to the terms of the Custody Agreement.
RBS has discussed the RBS Proposal with Moody's Investors Service ("Moody's")
and Standard and Poor's Rating Services ("S&P" and, together with Moody's, the
"Rating Agencies"). The Rating Agencies have confirmed that they have no
further comments on the RBS Proposal. It is RBS's expectation, based on RBS's
understanding of the relevant criteria published by the Rating Agencies, that:
1. the RBS Proposal is in accordance with S&P's counterparty criteria and as a
result the ratings of the Notes will no longer be constrained at the
long-term issuer credit rating of RBS (BBB+), and
2. the RBS Proposal will have no impact on the Moody's ratings of the Notes.
The Issuer wishes to seek a direction from the Senior Noteholders pursuant to
an Extraordinary Resolution the form of which is set out in paragraph 2 below
(the "Extraordinary Resolution") passed at separate meetings directing it and
the Trustee to implement the RBS Proposal and enter into the Documents.
1. Form of Extraordinary Resolution
"THAT this Senior Noteholders' Meeting of the holders of the Series 1 Class A1
Notes/Series 1 Class A2 Notes/ Series 2 Class A Notes presently outstanding of
Finance for Residential Social Housing plc (the "Senior Notes" and the "Issuer
", respectively) constituted by a trust deed dated 26 March 1997 (as amended
from time to time) (the "Trust Deed") each made between the Issuer and Royal
Exchange Trust Company Limited as trustee (such role now being performed by
Capita Trust Company Limited under power of attorney) (the "Trustee") as
trustee for the holders of the Senior Notes (the "Senior Noteholders") hereby
by Extraordinary Resolution resolves:
1. to approve the terms of each of the Documents;
2. that the Trustee is hereby authorised, directed, requested, ratified,
sanctioned, instructed and empowered to consent to the Issuer incurring
indebtedness with the Custodian in certain circumstances in accordance with
the terms of the Custody Agreement;
3. that the Trustee is hereby authorised, directed, requested, ratified,
sanctioned, instructed and empowered to concur to the Documents and, in
order to give effect thereto and to implement the same, forthwith to
execute the Documents and to concur in, 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;
4. to waive, and hereby authorises, directs, requests, ratifies, sanctions,
instructs and empowers the Trustee to waive any breach or potential breach
of any provision of any Transaction Document that has occurred or may occur
as a result of the RBS Downgrade;
5. to hold harmless, discharge and exonerate the Trustee from all liability
for which it may have become or may become liable under the Trust Deed, the
Notes, the Bank Agreement or any other Transaction Document or otherwise in
respect of any act or omission for which the Trustee may become responsible
in connection with the Documents, or by reason of the implementation of, or
the Trustee acting in accordance with, this Extraordinary Resolutionor
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;
6. that the Trustee is hereby authorised, directed, empowered, requested,
ratified, sanctioned and instructed without the need for any further
consent or approval to take (or refrain from taking, as the case may be)
all such actions and things as may be required, necessary or desirable to
implement and to give effect to this Extraordinary Resolution, including
without limitation the execution of any documents, declarations,
certificates, agreements, deeds or instruments (howsoever described) to
give effect to this Extraordinary Resolution; and
7. to sanction every abrogation, modification, compromise or arrangement in
respect of the rights of the Noteholders against the Trustee involved in or
resulting from this Extraordinary Resolution.
Capitalised terms in this Extraordinary Resolution shall, except where the
context otherwise requires or save where otherwise defined herein, bear the
meanings given in or incorporated in the notice convening this Senior
Noteholders' Meeting dated 14 April 2016."
3. Voting and Quorum
The provisions governing the convening and holding of the Senior Noteholders'
Meetings are set out in the ninth Schedule to the Trust Deed.
For the purposes of each Senior Noteholders' Meeting, a "Senior Noteholder"
shall mean, in the case of the Senior Notes held though Clearstream Banking,
societe anonyme ("Clearstream, Luxembourg") and/or Euroclear Bank S.A./N.V. ("
Euroclear"), each person who is for the time being shown in the records of
Clearstream, Luxembourg and/or Euroclear as the holder of a particular
principal amount of the Senior Notes and, in the case of the Senior Notes held
though the Depository Trust Company ("DTC"), each person who is shown in the
records of DTC as the holder of a particular principal amount of the Senior
Notes on 14 April 2016 (the "Record Date"). Transferees of the Senior Notes
after the Record Date will not be entitled to vote on the Extraordinary
Resolution.
Quorum
Each person who is the owner of a particular nominal amount of the Senior
Notes, as shown in the records of Clearstream, Luxembourg and/or Euroclear as
the holder of a particular principal amount of the Senior Notes and in the case
of the Senior Notes held though the DTC, each person who is on the Record Date
shown in the records of DTC as the holder of a particular principal amount of
the Senior Notes or their respective accountholders ("Accountholders"), (a
"Beneficial Owner") should note that they are not the registered holders of the
Senior Notes for the purposes of the Senior Noteholders' Meeting and will only
be entitled to attend and vote at the Senior Noteholders' Meeting in accordance
with the procedures set out below in "Procedures for Voting". On this basis,
the only Senior Noteholder currently able to vote at the Senior Noteholders'
Meeting with respect to the Senior Notes represented by the Global Note
Certificate will be the registered holder of the Global Note Certificate, which
is Citibank, Brussels, as nominee for the common depositary of Euroclear and
Clearstream. However Citibank, Brussels may grant proxies to the Beneficial
Owners to attend and vote at the Senior Noteholders' Meeting. Alternatively,
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.
The quorum required at each Senior Noteholders' Meeting is at least two or more
Voters representing or holding not less than the Relevant Fraction. of the
aggregate Principal Amount Outstanding of the Senior Notes of the relevant
Class; provided however that for so long as the Relevant Fraction of the
Principal Amount outstanding of the relevant Class of Senior Notes is
represented by a Global Note, a single Proxy representing the holder thereof
shall be deemed to be two Voters for the purposes of forming a quorum. The
Relevant Fraction for this Extraordinary Resolution is one half.
If a quorum is not present within 15 minutes from the time fixed for such
Senior Noteholders' Meeting, such Senior Noteholders' Meeting will be adjourned
until such date, not less than 14 nor more than 42 days later, and to such time
and place as the Chairman may decide. At least 10 days' notice (exclusive of
the day on which the notice is given and of the day on which the Senior
Noteholders' Meeting is to be resumed) of a Senior Noteholders' Meeting
adjourned through want of a quorum shall be given in the same manner as for an
original Senior Noteholders' Meeting and that notice shall state the quorum
required at the adjourned meeting. No notice need, however, otherwise be given
of a Senior Noteholders' Meeting which has been adjourned for any other
reason. The quorum required at any such adjourned meeting will be at least two
or more Voters whatever the proportion of the Senior Notes which they represent
provided however that for so long as the Relevant Fraction of the Principal
Amount Outstanding of the relevant Class of Senior Notes is represented by a
Global Note, a single Proxy representing the holder thereof shall be deemed to
be two Voters for the purposes of forming a quorum. If a quorum is not
present within 15 minutes from the time fixed for a meeting so adjourned, the
meeting shall be dissolved.
Procedure for Voting
The holder of a Bearer Note may obtain a Voting Certificate from the Principal
Paying Agent or require the Principal Paying Agent to issue a Block Voting
Instruction by depositing such Note with the Principal Paying Agent not later
than 48 hours before the time fixed for the relevant Senior Noteholders'
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Meeting. A Voting Certificate, Block Voting Instruction or a Proxy authorised
in such Block Voting Instruction shall be valid until (in the case of a Voting
Certificate) the earliest of (i) the conclusion of the relevant Senior
Noteholders' Meeting; and (ii) the surrender of such Voting Certificate to the
Principal Paying Agent and (in the case of a Block Voting Instruction and a
Proxy authorised thereunder) the earlier of (i) the conclusion of the relevant
Senior Noteholders' Meeting and (ii) the surrender to such Paying Agent, not
less than 48 hours before the time fixed for the relevant Senior Noteholders'
Meeting (or if the relevant Senior Noteholders' Meeting has been adjourned, the
time fixed for its resumption), of the receipt for the deposited Senior Notes
and notification thereof by the Principal Paying Agent to the Issuer and the
Trustee of the deposited Senior Notes to which it relates. So long as a Voting
Certificate or Block Voting Instruction is valid, the bearer thereof (in the
case of a Voting Certificate) or any Proxy named therein (in the case of a
Block Voting Instruction) shall be deemed to be the holder of the Senior Notes
to which it relates for all purposes in connection with the relevant Senior
Noteholders' Meeting. A Voting Certificate and a Block Voting Instruction
cannot be outstanding simultaneously in respect of the same Note.
A holder of a Registered Definitive Note may by an instrument in writing in the
form for the time being available from the specified office of the Registrar in
the English language signed by the holder (or, in the case of joint holders,
the first named) or its duly appointed attorney or, in the case of a
corporation, executed under its seal or signed on its behalf by its duly
appointed attorney or a duly authorised officer of the corporation and
delivered to the Registrar not later than 48 hours prior to the time for which
such meeting or adjourned meeting is convened, appoint any person to attend and
act on his or its behalf in connection with any meeting or proposed Senior
Noteholders' meeting.
Any holder of a Registered Definitive Note which is a corporation may by
resolution of its directors or other governing body and the delivery of an
executed or certified copy of such resolution (or, if such resolution is not in
English, a certified English translation thereof) to the Registrar not later
than 48 hours prior to the time for which such meeting or adjourned meeting is
convened, authorise any person to act as its representative in connection with
the relevant Senior Noteholders' Meeting.
Only Voters, representatives of the Issuer and the Trustee, the financial
advisers of the Issuer and the Trustee and the legal counsel to the Issuer, the
Trustee and such advisers may attend and speak at the relevant Senior
Noteholders' Meeting.
Every question submitted to the relevant Senior Noteholders' Meeting shall be
decided in the first instance by a show of hands. Unless a poll is validly
demanded before or at the time that the result is declared, the Chairman's
declaration that on a show of hands a resolution has been passed, passed (or
not passed) by a particular majority or rejected shall be conclusive, without
proof of the number of votes cast for, or against, the relevant Extraordinary
Resolution.
A demand for a poll shall be valid if it is made by the Chairman, the Issuer,
the Trustee or one or more Voters representing or holding not less than one
fiftieth of the aggregate Principal Amount Outstanding of the Senior Notes of
the relevant class. The poll may be taken immediately or after such adjournment
as the Chairman directs. A valid demand for a poll shall not prevent the
continuation of the relevant Senior Noteholders' Meeting for any other
business.
On a show of hands every Voter has one vote. On a poll every person who is
present has one vote for each GBP100,000 of Registered Definitive Notes of the
relevant Class of which he is a holder or in respect of which he is a proxy or
representative or in respect of each Unit of Bearer Notes of the relevant Class
so produced or represented by the voting certificate so produced or in respect
of which he is a proxy. The holder of a Global Note shall be treated as having
one vote for each GBP100,000 principal amount of Senior Notes represented by such
Global Note. Without prejudice to the obligations of proxies, a person entitled
to more than one vote need not use them all or cast them all in the same way.
In case of equality of votes the chairman shall both on a show of hands and on
a poll have a casting vote in addition to any other votes which he may have.
To be passed at the Senior Noteholders' Meeting, the Extraordinary Resolution
requires a majority of at least 75 per cent of the votes cast.
If passed at each Senior Noteholders' Meeting, the Extraordinary Resolution
will be binding on all the Senior Noteholders of the relevant Class, whether or
not present at the relevant Senior Noteholders' Meeting and whether or not
voting, and upon all Couponholders.
Any Extraordinary Resolution passed by the Senior Noteholders at a Senior
Noteholders' Meeting shall also be binding on the Mezzanine Noteholders and the
Series 3 Noteholders.
Principal Paying Agent
Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Tel: +44 (0)20 7500 2017
Email: kris.chung@citi.com
Trustee
Capita Trust Company Limited
4th Floor
40 Dukes Place
London
EC3A 7NH
Fax: +44 (0)20 3170 0246
Email: corporatetrusts@capita.co.uk
Account Bank and Administrator
The Royal Bank of Scotland
280 Bishopsgate
London
EC2M 4AA
Tel: +44 (0)20 7085 3781
Email: liability.management@rbs.com
Attention: Liability Management
Subject to the Extraordinary Resolution being passed by the Senior Noteholders
and all relevant documents being executed, the Amendments set out above shall
be become effective and the Noteholders will be notified thereof in accordance
with the Conditions.
This notice is given by:
Issuer
Finance for Residential Social Housing plc
4th Floor
40 Dukes Place
London
EC3A 7NH
Fax: +44 (0)20 3170 0246
Email: spvservices@capitafiduciary.co.uk
Dated 14 April 2016
END
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April 14, 2016 11:30 ET (15:30 GMT)
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