Source - RNS
RNS Number : 7244K
Deco 8 - UK Conduit 2 Plc
23 September 2016
 

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER (IF YOU ARE NOT)

IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE HOLDING(S) OF 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.

 

NOTICE OF MEETING OF NOTEHOLDERS

 

£32,400,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2036

issued by DECO 8 - UK Conduit 2 plc

 

ISIN (for Regulation S Notes): XS0251886833
ISIN (for Rule 144A Notes): US243578AC53

The Notes are admitted to trading on the regulated market of the Irish Stock Exchange Limited.

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 (market abuse regulation) requires disclosure by or on behalf of the Issuer of any inside information concerning the Issuer.

DECO 8 - UK Conduit 2 plc (the "Issuer") hereby gives notice to the holders (the "Class B Noteholders") of  £32,400,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2036 issued by the Issuer (the "Notes") (having, when in the form of Individual Note Certificates, an original principal amount of £50,000 and any integral multiple of £1 in excess thereof) that, pursuant to Condition 12 (Meetings of Noteholders, Modification and Waiver and Substitution) of the Notes and the provisions of Schedule 6 of the Note Trust Deed dated 4 May 2006 (as supplemented or amended from time to time, the "Note Trust Deed") relating to the Notes and made between the Issuer and Deutsche Trustee Company Limited as note trustee for the Noteholders (the "Note Trustee"), a meeting of the Class B Noteholders will be held at the offices of Reed Smith LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2RS on 17 October 2016 at 11:30 a.m. (London time) (the "Meeting") for the purposes of considering and, if thought fit, passing the following resolution, which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Note Trust Deed.

Terms used but not defined in this Notice shall have the respective meanings given to them in the Note Trust Deed.

Background and reasons for meeting

All of the underlying Mortgage Loans which remain outstanding (as defined in the Incorporated Terms Memorandum, and hereinafter, the "Mortgage Loans") connected to the commercial mortgage backed note issuance by the Issuer are specially serviced loans. Accordingly, Hatfield Philips International Limited, in its capacity as Special Servicer for the Fairhold Mortgage Loan, is responsible for the special servicing of the Fairhold Mortgage Loan, and Solutus Advisors Limited, in its capacity as Special Servicer for the Mortgage Loans (other than the Fairhold Mortgage Loan) is responsible for the special servicing of the Mortgage Loans (other than the Fairhold Mortgage Loan) (the "Relevant Mortgage Loans").

The Controlling Party may appoint an Operating Advisor as their representative to, amongst other things, be consulted on certain matters relating to the servicing and enforcement of the Mortgage Loans as provided for in the Servicing Agreement.

The Controlling Party for the purposes of (a) any Mortgage Loan that is not part of a Whole Mortgage Loan, is the Controlling Class, (b) any Whole Mortgage Loan for which a Subordinate Control Valuation Event is not continuing, is the related Subordinated Lender and (c) any Whole Mortgage Loan for which a Subordinate Control Valuation Event is continuing, is the Controlling Class. Solutus Advisors Limited (as Special Servicer of the Relevant Mortgage Loans) has confirmed that none of the Relevant Mortgage Loans are Whole Mortgage Loans and therefore there is no Subordinated Lender in respect of the Relevant Mortgage Loans.

Pursuant to Condition 20 (Controlling Class), the Controlling Class is the most junior class of Notes outstanding from time to time that meets the Controlling Class Test.  A class of Notes meets the Controlling Class Test if at the relevant time its Proportion Ratio is not less than 25% of its Proportion Ratio as of the Closing Date as determined by the Cash Manager.  The Proportion Ratio for any class of Notes as of any date of calculation is the ratio of its Principal Amount Outstanding to the Principal Amount of all the Notes. 

Pursuant to Condition 20 (Controlling Class), the Controlling Class may terminate the appointment of any Operating Advisor.

The Cash Manager has determined (and confirmed) to the Issuer that the Class B Notes meet the Controlling Class Test. The Class B Noteholders are therefore the Controlling Class.

The purpose of the Meeting is for:

(a)        the Class B Noteholders (as the Controlling Class) to consider, and if thought appropriate approve by Extraordinary Resolution, the termination of the appointment of the existing Operating Advisor with respect to the Relevant Mortgage Loans to which it is appointed pursuant to Condition 20 (Controlling Class); and

(b)        the Class B Noteholders (as the Controlling Class and therefore, the Controlling Party in respect of all Relevant Mortgage Loans) to consider, and if thought appropriate approve, the appointment of TOF OGX SPE I LLC (being a Noteholder of the Controlling Class) as Operating Advisor in respect of all the Relevant Mortgage Loans pursuant to Condition 20 (Controlling Class). 

Subject to (i) the passing of the Extraordinary Resolution, (ii) TOF OGX SPE I LLC (on behalf of the Controlling Class) serving notice in writing of the appointment (together with a copy of the relevant Extraordinary Resolution) on the Note Trustee, the Servicer and the Special Servicer and (iii) the Note Trustee serving notice in writing of the appointment (together with a copy of the relevant Extraordinary Resolution) on the Servicer and the Special Servicer, TOF OGX SPE I LLC will be appointed with immediate effect as Operating Advisor (in respect of all Relevant Mortgage Loans) to represent the interests of all Class B Noteholders (in their capacity as Controlling Party of all the Relevant Mortgage Loans   The Operating Advisor will be required to exercise the rights and discharge the responsibilities reserved to it under the Servicing Agreement.

The Issuer at the request of a Class B Noteholder, has accordingly convened the Meeting of the Class B Noteholders by the above Notice to request their agreement by Extraordinary Resolution to the matters contained in the Extraordinary Resolution.

Copies of the Note Trust Deed and the Conditions of the Notes are available on request at the offices of the Issuer and Deutsche Bank AG, London Branch (the "Paying Agent") at the addresses set out at the end of this Notice.

The attention of the Class B Noteholders is particularly drawn to the quorum required for the Meeting which is set out in paragraph 3 (Quorum) below.

In accordance with normal practice each of, the Note Trustee and the Issuer express no opinion on the merits of the proposed Extraordinary Resolution but has authorised it to be stated that it has no objection to the Extraordinary Resolution being submitted to the Class B Noteholders for their consideration.

EXTRAORDINARY RESOLUTIONS

"THAT this Meeting of the holders of £32,400,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2036 of DECO 8 - UK Conduit 2 plc presently outstanding (the "Class B Notes" and the "Issuer", respectively) constituted by the note trust deed dated 4 May 2006 (as supplemented or amended from time to time) (the "Note Trust Deed") made between the Issuer and Deutsche Trustee Company Limited (the "Note Trustee") as trustee for the holders of the Class B Notes (the "Class B Noteholders") HEREBY RESOLVES as an Extraordinary Resolution:

1.         that, in accordance with Condition 20 (Controlling Class) of the Notes, the Class B Noteholders as the Controlling Class, hereby terminate the appointment of the existing Operating Advisor with respect to the Relevant Mortgage Loans to which it is appointed;

2.         that, in accordance with Condition 20 (Controlling Class) of the Notes, the Class B Noteholders, as the Controlling Class, hereby appoint TOF OGX SPE I LLC as the Operating Advisor to represent their interests in respect of the Relevant Mortgage Loans  which have all been transferred to special servicing;

3.         (i) that TOF OGX SPE I LLC is hereby authorised, directed, empowered, requested, ratified, sanctioned and instructed without the need for any further consent or approval to, on behalf of the Controlling Class, provide notice to the Servicer, to the Special Servicer, to the Note Trustee, to the Issuer and any other person of the appointment of the Operating Advisor (together with a copy of this Extraordinary Resolution) as may be required pursuant to the Transaction Documents or otherwise and (ii) that the Note Trustee, the Servicer and the Special Servicer are hereby authorised, directed, empowered, requested, ratified, sanctioned and instructed to accept the notice delivered by TOF OGX SPE I LLC pursuant to sub-paragraph (i) in satisfaction of the notification provisions of Clause 13 of the Servicing Agreement and Condition 20 (Controlling Class);  

4.         that each of the Issuer, the Note Trustee, the Operating Advisor and each other party to the Transaction Documents is hereby authorised, directed, empowered, requested, ratified, sanctioned and instructed to comply with its obligations under the Transaction Documents (where applicable) in relation to the appointment of the Operating Advisor and all other matters referred to in this Extraordinary Resolution and agrees that the Issuer and the Note Trustee shall not be responsible for any liability in relation thereto including any consequences to any person resulting therefrom;

5.         that each of the Issuer, the Note Trustee and the Operating Advisor are 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 the Extraordinary Resolutions, including without limitation the execution of any documents, declarations, certificates, agreements, deeds or instruments (howsoever described) to give effect to these Extraordinary Resolutions;

6.         to hold harmless, discharge and exonerate the Issuer and the Note Trustee from any liability for which it may have become or may become liable under the Note Trust Deed, the Notes or any other Transaction Document or otherwise in respect of any act or omission for which the Issuer or the Note Trustee may be or may become responsible by reason of 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 or the appointment of the Operating Advisor; and

7.         to sanction every abrogation, modification, compromise or arrangement in respect of the rights of the Class B Noteholders against the Issuer or the Note Trustee involved 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 Meeting dated 23 September 2016 or in the Offering Circular dated 3 May 2006 relating to the issue of the Notes."

VOTING AND QUORUM

1.         Who is entitled to vote on the proposed Extraordinary Resolution?

The Notes are currently held in the form of both:

(a)  a Regulation S Global Note Certificate which is 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, société anonyme ("Clearstream", and each of Euroclear and Clearstream, a "clearing system"); and

(b)  a Rule 144A Global Note Certificate which is 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 Regulation S Global Note Certificate

Each person who is the owner of a particular nominal amount of the Notes, as shown in the records of Euroclear, Clearstream or their respective accountholders  ("Accountholders"), (a "Regulation S Global Beneficial Owner") should note that they will NOT be the registered holders of the Notes for the purposes of the Meeting and will only be entitled to attend and vote at the Meeting in accordance with the procedures set out below in paragraph 2 (Procedures for Voting).  On this basis, the only Class B Noteholder currently able to vote at the Meeting with respect to the Notes represented by the Regulation S Global Note Certificate will be the registered holder of the Regulation S Global Note Certificate, which is BT Globenet Nominees Ltd., as nominee for the common depositary of Euroclear and Clearstream. However, BT Globenet Nominees Ltd. may grant proxies to the Regulation S Global Beneficial Owners to attend and vote at the Meeting.  Alternatively, Regulation S 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 Rule 144A Global Note Certificate

For the purposes of the Rule 144A Global Note Certificate and the Meeting, Cede & Co. is the only holder of those Notes represented by that certificate.  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 NOT be the holder of Notes for the purposes of this Notice and 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.

2.         Procedures for Voting

You 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 your interest is through the Regulation S Global Note Certificate) or DTC (where your interest is through the Rule 144A Global Note Certificate) with respect to your Notes.

Attending and Voting at the Meeting:

Beneficial Holders through the Regulation S Global Note Certificate

Those Regulation S Global Beneficial Owners who hold their interests in the 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 the Notes in which they have an interest for the purpose of attending and voting at the Meeting in person.  Such Regulation S 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 Rule 144A Global Note Certificate

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 Regulation S Global Note Certificate

A Regulation S Global Beneficial Owner may vote by delivering an electronic instruction through the clearing systems in accordance with the procedures of the clearing systems no later than 48 hours before the time fixed for the meeting (the "Instruction Deadline").

Regulation S Global Beneficial Owners who are not direct participants in the clearing systems must contact their broker, dealer, bank custodian, trust company or other nominee to arrange for the Accountholder in Euroclear or Clearstream Luxembourg, as the case may be, through which they hold such Notes to deliver an electronic instruction on their behalf through, and in accordance with the requirements of the relevant clearing system and procure that the Notes are blocked in accordance with the normal procedures of the relevant clearing system on or before the Instruction Deadline and the deadlines imposed by such clearing system.

By delivering an electronic instruction and requesting the relevant clearing system to block their securities, the Accountholder gives permission to the relevant clearing system to disclose to the Principal Paying Agent and the Issuer the details of the direct participant account name and number and the aggregate principal amount of the Notes which are the subject of the electronic instruction. Notes so blocked will be blocked to the order of the Principal Paying Agent and will be released in accordance with the procedures of Euroclear and/or Clearstream, Luxembourg, after the amendments have been effected which is expected to be shortly after the Instruction Deadline. While blocked, the Notes subject of the electronic instruction may not be transferred. Once submitted, an electronic voting instruction shall be irrevocable and may not be withdrawn.

Please note the deadlines set by any such intermediary and each clearing system for the submission of instructions will be earlier than the relevant deadlines specified.

Beneficial Holders through the Rule 144A Global Note Certificate

(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 Notes, for the appointment of some other persons 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 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.

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.

(c)        DTC Beneficial Owners should contact the DTC Participant through whom they hold their Notes.

Notwithstanding any other provision of this Notice, for so long as any of the Notes is represented by the Rule 144A Global Note Certificate registered in the name of DTC or its nominee, DTC may mail an Omnibus Proxy to the Issuer in accordance with and in the form used by DTC as part of its usual procedures from time to time in relation to the Meeting. Such Omnibus Proxy shall assign the voting rights in respect of the Meeting to DTC's direct participants as of the record date specified therein. Any such assignee participant may, by an instrument in writing in the English language signed by such assignee participant, or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Registrar or any Paying Agent not later than 48 hours before the time fixed for the Meeting, appoint any person (a sub-proxy) to act on his or its behalf in connection with the Meeting. All references to proxy or proxies in this Notice other than this paragraph shall be read so as to include references to sub-proxy or sub-proxies.

3.         Quorum

The quorum required at the Meeting is one or more persons holding or representing a clear majority of the Principal Amount Outstanding of the Class B Notes for the time being outstanding.

4.         Dissolution of Meeting for want of quorum

If within 15 minutes from the time fixed for the Meeting a quorum is not present the Meeting shall be dissolved.

5.         Procedures at the Meeting

(a)        Every question submitted to the Meeting will be decided in the first instance on a show of hands unless a poll is validly demanded by the Chairman of the Meeting, the Issuer, the Note Trustee or by one or more Voters holding or representing outstanding not less than one fiftieth of the aggregate principal amount of the outstanding Notes.  On a show of hands every Voter shall have one vote.  On a poll, every Voter shall have one vote in respect of each £50,000 in aggregate face amount of the outstanding Note(s) represented or held by him.

(b)        In the case of a voting tie, the Chairman of the Meeting shall have a casting vote.

(c)        To be passed, the Extraordinary Resolution requires not less than three-fourths of the votes cast.

(d)        If passed, the Extraordinary Resolution will be binding on all the Noteholders, whether or not present at such Meeting and whether or not voting.

6.         Governing Law

This Notice and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

Issuer

DECO 8 - UK Conduit 2 plc

Winchester House

1 Great Winchester Street

London

EC2N 2DB

 

Principal Paying Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London

EC2N 2DB

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ISEUOVORNAAKUAR