TIDM76HQ
RNS Number : 3015J
Mound Financing (No.6) PLC
28 June 2011
THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION OF INTEREST TO
THE REGISTERED AND BENEFICIAL OWNERS OF THE EXISTING NOTES (AS
DEFINED BELOW).
If you are in any doubt as to the action you should take, you
are recommended to seek your own financial advice immediately from
your stockbroker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and
Markets Act 2000 (if you are in the United Kingdom), or from
another appropriately authorised independent financial adviser and
such other professional advice from your own professional advisors
as you deem necessary.
If you have recently sold or otherwise transferred your entire
holding(s) of Existing Notes referred to below, you should
immediately forward this document to the purchaser or transferee or
to the stockbroker, bank or other agent through whom the sale or
transfer was effected for transmission to the purchaser or
transferee.
FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS
ANNOUNCEMENT IS AVAILABLE IN THE NOTICE OF ADJOURNED MEETING (THE
"NOTICE OF ADJOURNED MEETING") ISSUED BY THE SIXTH ISSUER TODAY AND
THE NOTICE OF MEETING (THE "ORIGINAL NOTICE") INCLUDING THE
EXPLANATORY MEMORANDUM ATTACHED THERETO, ISSUED BY THE SIXTH ISSUER
ON 3 JUNE 2011, AND YOU ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN
CONJUNCTION WITH THE SAME.
MOUND FINANCING (NO.6) PLC
(the "Sixth Issuer")
NOTICE OF ADJOURNED MEETING
An adjourned meeting of the holders of the
GBP1,000,000,000 Class A2 Asset Backed Floating Rate Notes due
February 2044 (ISIN: XS0399198695)
(the "Class A2 Notes")
GBP1,400,000,000 Class A3 Asset Backed Floating Rate Notes due
February 2044 (ISIN: XS0399204766)
(the "Class A3 Notes")
GBP1,550,000,000 Class A4 Asset Backed Floating Rate Notes due
February 2044 (ISIN: XS0399208163)
(the "Class A4 Notes")
(together, the "Existing Noteholders" and the "Existing Notes"
respectively)
NOTICE IS HEREBY GIVEN that following the adjournment of the
relevant meetings of the Existing Noteholders held on 27 June 2011,
due to lack of quorum, an adjourned meeting (the Adjourned Meeting)
at the offices of Allen & Overy LLP, One Bishops Square, London
E1 6AD of the holders of all the Existing Notes is hereby convened
by the Sixth Issuer on 12 July 2011 at 3:30 pm (London time) and
4:30 pm (CET) for the purpose of considering and, if thought fit,
passing the Extraordinary Resolution set out below.
In accordance with the provisions of the note trust deed dated
13 November 2008 as amended, restated and supplemented from time to
time (the Sixth Issuer Trust Deed) made between the Sixth Issuer
and BNY Mellon Corporate Trustee Services Limited (formerly BNY
Corporate Trustee Services Limited) (the Sixth Issuer Note Trustee)
and constituting the Existing Notes. The proposed amendments to be
made to the documents as described in the Notice of Adjourned
Meeting are together referred to as the Proposed Amendments.
Each Existing Noteholder should note that certain of the
conditions specified in the Extraordinary Resolution were fulfilled
at the meetings described in the Original Notice that were held on
27 June 2011.
Capitalised terms in this Announcement shall, except where the
context otherwise requires or save where otherwise defined herein,
bear the meanings ascribed to them in the Original Notice.
The Notice of Adjourned Meeting and the Original Notice are
available upon request from Lloyds Bank Corporate Markets.
The Notice of Adjourned Meeting and the Original Notice are
available for inspection by Existing Noteholders at the specified
office of the Principal Paying Agent and in the Data Room.
In accordance with normal practice, the Security Trustee and the
Sixth Issuer Note Trustee (together, the Trustees) have not been
involved in the formulation of the Proposed Amendments outlined in
the Notice of Adjourned Meeting, the Original Notice or the
contents of the pre-recorded call referred to in the Original
Notice and none of the Trustees expresses any opinion on the merits
of the Proposed Amendments or the Extraordinary Resolution or the
contents of the pre-recorded call referred to in the Original
Notice but each has authorised it to be stated that it has no
objection to the Extraordinary Resolution being submitted to
Existing Noteholders for their consideration. Existing Noteholders
should take their own independent advice on the merits and on the
consequences of voting or not voting in favour of the Extraordinary
Resolution, including any tax consequences. The Trustees are not
responsible for the accuracy, completeness, validity or correctness
of the statements made in the Notice of Adjourned Meeting or in the
pre-recorded call referred to in the Original Notice or omissions
therefrom and make no representation that all relevant information
has been disclosed to the Existing Noteholders in or pursuant to
the Notice of Adjourned Meeting and the Original Notice or the
pre-recorded call referred to in the Original Notice.
The Notice of Adjourned Meeting does not constitute or form part
of, and should not be construed as, an offer for sale, exchange or
subscription of, or a solicitation of any offer to buy, exchange or
subscribe for, any securities of the Sixth Issuer or any other
entity. The distribution of the Notice of Adjourned Meeting may
nonetheless be restricted by law in certain jurisdictions. Persons
into whose possession the Notice of Adjourned Meeting comes are
required to inform themselves about, and to observe, any such
restrictions.
FORM OF EXTRAORDINARY RESOLUTION
The Extraordinary Resolution will be proposed in a meeting to
the holders of the Existing Notes and is in the following
terms:
"THAT this Meeting of the holders of the GBP1,000,000,000 Class
A2 Asset Backed Floating Rate Notes due February 2044 (ISIN:
XS0399198695), GBP1,400,000,000 Class A3 Asset Backed Floating Rate
Notes due February 2044 (ISIN: XS0399204766) and GBP1,550,000,000
Class A4 Asset Backed Floating Rate Notes due February 2044 (ISIN:
XS0399208163) (the Notes) of Mound Financing (No.6) PLC (the Sixth
Issuer) constituted by a sixth issuer trust deed dated 13 November
2008 as amended, restated and supplemented from time to time (the
Sixth Issuer Trust Deed) made between the Sixth Issuer and BNY
Mellon Corporate Trustee Services Limited (formerly BNY Corporate
Trustee Services Limited) (the Sixth Issuer Note Trustee) as
trustee for the holders of the Notes (the Noteholders) HEREBY
RESOLVES as an Extraordinary Resolution (as defined in the Sixth
Issuer Trust Deed):
(a) (subject to paragraph (i) of this resolution) that each of
the Sixth Issuer, the Sixth Issuer Note Trustee, the Security
Trustee and each other party thereto or referred to therein is
hereby authorised, directed, empowered and instructed to:
(i) implement the proposed changes set out in paragraph 1 of
Schedule 1 to the Original Notice (Explanatory Memorandum -
Modifications that affect all Existing Notes and subject to the
Extraordinary Resolution);
(ii) enter into the Extraordinary Resolution Amendment Documents
as set out in paragraph 2.1 of Schedule 1 to the Original Notice
(Explanatory Memorandum - Documentation to be entered into in
connection with the Extraordinary Resolution); and
(iii) concur in, and execute and do, all such other deeds,
instruments, acts and things and take such steps as may be
necessary and desirable to carry out and give effect to the
Extraordinary Resolution Amendment Documents, the proposed changes
set out in paragraph 1 of Schedule 1 to the Original Notice
(Explanatory Memorandum - Modifications that affect all Existing
Notes and subject to the Extraordinary Resolution) and this
Extraordinary Resolution,
in the case of the Extraordinary Resolution Amendment Documents
in substantially the same form as the drafts produced to this
Meeting and signed by the chairman of this Meeting for the purpose
of identification, with such non-material amendments (if any) as
may be requested by the Sixth Issuer and approved by the Sixth
Issuer Note Trustee and the Security Trustee, in their sole
discretion, or required by the Sixth Issuer Note Trustee or the
Security Trustee;
(b) (subject to paragraph (i) of this resolution) that the Sixth
Issuer, the Sixth Issuer Note Trustee, the Security Trustee and
each other party thereto is authorised, directed, empowered and
instructed to comply with its obligations under the Extraordinary
Resolution Amendment Documents;
(c) (subject to paragraph (i) of this resolution) that the Sixth
Issuer, the Sixth Issuer Note Trustee and the Security Trustee are
authorised, directed, empowered and instructed to take all other
actions and enter into such other agreements and give such
authorisations and instructions to any person as they consider
necessary or desirable in connection with the Extraordinary
Resolution Amendment Documents and the transactions contemplated
therein;
(d) (subject to paragraph (i) of this resolution) that the
amendments in the Extraordinary Resolution Amendment Documents (in
the form set out in paragraph (a) above) are authorised and
approved and the Sixth Issuer, the Sixth Issuer Note Trustee, the
Security Trustee and the other parties thereto are authorised,
directed, empowered and instructed, to the extent legally possible,
to undertake the implementation of the Extraordinary Resolution
Amendment Documents on and subject to the conditions set out
therein;
(e) to sanction every abrogation, modification, compromise or
arrangement in respect of the rights of the Noteholders
appertaining to the Notes against the Sixth Issuer, whether or not
such rights arise under the Sixth Issuer Trust Deed, involved in or
resulting from or to be effected by, the modifications referred to
in paragraphs (a) to (d) of this Extraordinary Resolution and their
implementation;
(f) to waive any and all requirements, restrictions or
conditions precedent set forth in the Transaction Documents on any
person, in respect of implementing the Extraordinary Resolution
Amendment Documents and the proposal set out in the Original
Notice;
(g) to discharge and exonerate the Sixth Issuer from all
liability for which it may have become or may become responsible
under any Transaction Document in respect of any requirements,
restrictions or conditions precedent set forth in the Transaction
Documents in connection with the Extraordinary Resolution Amendment
Documents or the proposed amendments set out in the Original Notice
or this Extraordinary Resolution or the implementation thereof;
(h) to discharge and exonerate each of the Sixth Issuer Note
Trustee and the Security Trustee from any responsibility or
liability for which it may have become or may become responsible
under the Sixth Issuer Trust Deed, the Sixth Issuer Deed of Charge,
the Notes or any Transaction Document or any document related
thereto in respect of any act or omission in connection with the
passing of this Extraordinary Resolution or the executing of any
deeds, agreements, documents or instruments, the performance of any
acts, matters or things done to carry out and give effect to the
matters contemplated in the Extraordinary Resolution Amendment
Documents or the Original Notice or this Extraordinary Resolution;
and
(i) that the signing of the Extraordinary Resolution Amendment
Documents shall be in all respects conditional on the requisite
majority of the holders of each class of outstanding notes issued
by each of Mound Financing (No.4) PLC and Mound Financing (No.5)
PLC voting in favour of an extraordinary resolution which will be
substantially similar to this Extraordinary Resolution and which
will be proposed at separate meetings of such holders convened by
those issuers on or around 27 June 2011 or at any adjournment
thereof or, as applicable, the note trustee appointed by each of
Mound Financing (No.4) PLC and Mound Financing (No.5) PLC
determining in each case that the relevant modifications will not
be materially prejudicial to the interests of the holders of such
class of notes issued by the relevant issuer.
Capitalised terms in this Extraordinary Resolution shall, except
where the context otherwise requires or save where otherwise
defined herein, bear the meanings ascribed to them in the Notice of
Adjourned Meeting dated 28 June 2011 convening this Adjourned
Meeting."
GENERAL INFORMATION
PLEASE NOTE THAT ALTHOUGH THE SIXTH ISSUER NOTE TRUSTEE MAY HAVE
CERTAIN DISCRETIONS UNDER THE SIXTH ISSUER TRUST DEED TO DETERMINE
THAT ANY PROPOSED MODIFICATION(S) WILL NOT BE MATERIALLY
PREJUDICIAL TO THE INTERESTS OF THE HOLDERS OF THE EXISTING NOTES,
THERE IS NO OBLIGATION ON THE SIXTH ISSUER NOTE TRUSTEE TO EXERCISE
ANY SUCH DISCRETION AND THE SIXTH ISSUER NOTE TRUSTEE MAY NOT
EXERCISE ANY SUCH DISCRETION. EXISTING NOTEHOLDERS ARE THEREFORE
URGED TO EXERCISE THEIR RIGHT TO VOTE.
The attention of Existing Noteholders is drawn, in particular,
to the quorum required for the Adjourned Meeting and for any
adjourned meeting which is set out in paragraphs (A) and (B) of
"Voting and Quorum" below. Having regard to such requirements,
Existing Noteholders are strongly urged either to attend the
Adjourned Meeting or to take steps to be represented at the
Adjourned Meeting, as referred to below, as soon as possible.
VOTING AND QUORUM
The following is a summary of the arrangements which have been
made for the purpose of Existing Noteholders (in this section,
referred to as the Noteholders) voting in respect of the
Extraordinary Resolution to be proposed at the Adjourned Meeting as
set out above in respect of their Existing Notes (in this section,
referred to as the Notes). These arrangements satisfy the
requirements of the provisions contained in the Sixth Issuer Trust
Deed relating to the meetings of Noteholders convened for the
purpose of passing Extraordinary Resolutions. Full details of these
arrangements are set out in Schedule 3 (Provisions for Meetings of
Sixth Issuer Noteholders) to the Sixth Issuer Trust Deed. The
voting procedures for the Adjourned Meeting are described
below.
Copies of the Sixth Issuer Trust Deed are available for
inspection by the Noteholders during usual business hours at the
specified offices of the Principal Paying Agent, on any weekday
(public holidays excepted) and in the Data Room up to and including
the date of the Adjourned Meeting and at the Adjourned Meeting.
All the Notes are represented by a global note and are held by a
common depositary for Euroclear Bank S.A./N.V. (Euroclear) and
Clearstream Banking, societe anonyme (Clearstream, Luxembourg)
(together, the Clearing Systems).
Any Noteholder who wishes to vote in respect of the
Extraordinary Resolution should: (i) in the case of a beneficial
owner whose Notes are held in book-entry form by a custodian,
request such beneficial owner's custodian to vote on the
Extraordinary Resolution in accordance with the procedures set out
below or (ii) in the case of a Noteholder whose Notes are held in
book-entry form directly in the relevant Clearing System, vote on
the Extraordinary Resolution in accordance with the procedures set
out below.
Noteholders should note that the timings and procedures set out
below reflect the requirements for Noteholder meetings set out in
Schedule 3 (Provisions for meetings of Sixth Issuer Noteholders) to
the Sixth Issuer Trust Deed, but that the Clearing Systems may have
their own additional requirements as to timings and procedures for
voting on the Extraordinary Resolution. Accordingly, Noteholders
wishing to vote in respect of the Extraordinary Resolution are
strongly urged either to contact their custodian (in the case of a
beneficial owner whose Notes are held in book-entry form by a
custodian) or the relevant Clearing System (in the case of a
Noteholder whose Notes are held in book-entry form directly in the
relevant Clearing System), as soon as possible.
(A) For Notes held through Euroclear or Clearstream,
Luxembourg:
Each person who is the owner of a particular nominal amount of
the Notes, as shown in the records of Euroclear, Clearstream,
Luxembourg or their respective accountholders (an Accountholder)
should note that they are not the legal holders of the Notes for
the purposes of the Adjourned Meeting and will only be entitled to
attend and vote at the Adjourned Meeting in accordance with the
procedures set out below.
1. An Accountholder wishing to attend and vote at the Adjourned
Meeting in person should contact the relevant Clearing System to
make arrangements for the issue of a voting certificate in respect
of the Notes in which they have an interest for the purpose of
attending and voting at the Adjourned Meeting in person.
2. If an Accountholder wishes to obtain a voting certificate
from the Principal Paying Agent, he must deposit or block his Note
at least 48 hours before the time fixed for the Adjourned Meeting
with or to the order of the Principal Paying Agent with a bank or
other depository nominated by the Principal Paying Agent for the
purpose.
3. If an Accountholder wishes the votes attributable to his Note
to be included in a block voting instruction, (a) he must make
arrangements for the votes relating to such Notes to be included in
a block voting instruction with the relevant Clearing System in
time for the relevant Clearing System to arrange for the Tabulation
Agent to be appointed as a proxy (proxy) not later than 48 hours
before the time fixed for the Adjourned Meeting; (b) he must
deposit or block his Note at least 48 hours before the time fixed
for the Adjourned Meeting with or to the order of the Principal
Paying Agent with a bank or other depository nominated by the
Principal Paying Agent for the purpose; and (c) he or a duly
authorised person on his behalf must direct the Tabulation Agent
how those votes are to be cast.
4. Each block voting instruction shall be deposited at such
place as the Sixth Issuer Note Trustee shall approve at least 24
hours before the time appointed for holding the Adjourned Meeting
and in default the block voting instruction shall not be treated as
valid unless the chairman of the Meeting decides otherwise before
the Adjourned Meeting proceeds to business. A copy of each block
voting instruction shall be deposited with the Sixth Issuer Note
Trustee before the commencement of the Adjourned Meeting but the
Sixth Issuer Note Trustee shall not be obliged to investigate or be
concerned with the validity or the authority of the proxy appointed
in any such block voting instruction.
5. An Accountholder whose Note(s) are held at the relevant
Clearing System who wishes to obtain a voting certificate or give a
voting instruction instructing the Principal Paying Agent in
respect of such Note(s) to appoint a proxy to attend and vote at
the Adjourned Meeting on his behalf should not less than 48 hours
before the time appointed for the holding of the Adjourned Meeting
and within the relevant time limit specified by the relevant
Clearing System, request the relevant Clearing System to block his
Note(s) in his own account and hold the same to the order or under
the control of the Principal Paying Agent in respect of such
Note(s).
An Accountholder whose Note(s) have been so blocked will thus be
able to obtain a voting certificate from, or procure that a voting
instruction is given in accordance with the procedures of,
Euroclear and/or Clearstream, Luxembourg, to the Principal Paying
Agent. Notes so blocked will be released in accordance with the
procedures of Euroclear and/or Clearstream, Luxembourg, as the case
may be.
(B) General provisions relating to the Adjourned Meeting:
1. You may vote on the proposed Extraordinary Resolution by
either requesting a voting certificate in the manner described
above which will allow you to attend and vote at the Adjourned
Meeting as the bearer of a voting certificate or arranging to
deliver voting instructions through the Clearing Systems or a form
of proxy with respect to your Notes.
2. The quorum for the Adjourned Meeting shall be one or more
persons present holding Notes or voting certificates or being
proxies or representatives and holding or representing whatever
aggregate Principal Amount Outstanding of the Notes of the relevant
Class so held or represented.
3. If a quorum is not present within 15 minutes (or such longer
period not exceeding 30 minutes as the chairman may decide) from
the time appointed for the Adjourned Meeting, the Adjourned Meeting
may be adjourned in accordance with the provisions of the Sixth
Issuer Trust Deed. If such an adjourned meeting is called, the
quorum shall be one or more persons present holding Notes or voting
certificates or being proxies or representing Noteholders, whatever
the aggregate Principal Amount Outstanding of the Notes then
outstanding so held or represented. Noteholders should note that
voting certificates obtained and proxies or representatives
appointed in respect of an adjourned meeting shall remain valid for
the subsequent adjourned Meeting unless validly revoked.
4. Each question submitted to the Adjourned Meeting shall be
decided in the first instance by a show of hands unless a poll is
(before, or on the declaration of, the result of the show of hands)
demanded by the chairman of the Adjourned Meeting, the Sixth
Issuer, the Sixth Issuer Note Trustee or any person voting at the
Adjourned Meeting.
5. On a show of hands every person who is present in person and
who is a holder of Notes or who produces a voting certificate or
who is a proxy or representative shall have one vote. On a poll
every person who is so present shall have one vote in respect of
each GBP1 in principal amount of the Notes represented by the
voting certificate so produced or in respect of which he is a proxy
or representative or in respect of which he is the holder. Without
prejudice to the obligations of proxies named in any block voting
instruction or form of proxy, any person entitled to more than one
vote need not use all his votes or cast all his votes in the same
way. In a case of equality of votes, the chairman of the Adjourned
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 Noteholder or as a holder of a voting certificate or as a
proxy or as a representative.
6. To be passed, the Extraordinary Resolution requires a
majority in favour consisting of not less than three-fourths of the
persons voting at the Adjourned Meeting upon a show of hands or, if
a poll is duly demanded, by a majority consisting of not less than
three-fourths of the votes cast on such poll.
If passed, the Extraordinary Resolution will be binding on all
the Noteholders, whether or not present at such Meeting and whether
or not voting.
CONTACT INFORMATION
Further information relating to the Proposed Amendments can be
obtained from Lloyds Bank Corporate Markets directly:
Lloyds Bank Corporate Markets 10 Gresham Street London EC2V
7AE
Telephone number: Bob Paterson: +44 (0) 20 7158 2110
Eliz Safa: +44 (0) 20 7158 2036
Email: structuredlm@lloydsbanking.com
The address of the Sixth Issuer, the Principal Paying Agent, the
Tabulation Agent and the Sixth Issuer Note Trustee are set out
below:
Sixth Issuer Principal Paying Agent
Mound Financing (No.6) PLC The Bank of New York Mellon One Canada
c/o Wilmington Trust SP Services Square London E14 5AL Fax: +44(0) 20
(London) Limited 7964 2533 Attention: Charles Leahy
Third Floor, 1 King's Arms Yard Email:
London EC2R 7AF bnym.structured.finance.team.2@bnymellon
.com
Tabulation Agent Sixth Issuer Note Trustee
Lucid Issuer Services Limited BNY Mellon Corporate Trustee Services
Leroy House Limited
436 Essex Road One Canada Square
London N1 3QP London E14 5AL
Telephone number: +44 (0) 20 7704
0880
Email: Lloydsbank@lucid-is.com
Participants in Euroclear or Clearstream, Luxembourg who wish to
obtain further information on how to vote at the Adjourned Meeting
should contact:
Lucid Issuer Services Limited Leroy House 436 Essex Road London
N1 3QP
Telephone number: +44 (0) 20 7704 0880 Email:
Lloydsbank@lucid-is.com
ANNOUNCEMENTS
If the Sixth Issuer is required to make an announcement relating
to matters set out in the Notice of Adjourned Meeting, any such
announcement will be made in accordance with all applicable rules
and regulations via (i) notices to the Clearing Systems for
communication to Existing Noteholders, (ii) an RNS announcement
and/or (iii) a notice published on Bloomberg.
Mound Financing (No.6) PLC
Dated: 28 June, 2011
This information is provided by RNS
The company news service from the London Stock Exchange
END
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