THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF 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 To Noteholders
WINDERMERE VII CMBS PLC
€145,000,000 Class A1 Commercial Mortgage Backed Notes due 2016
€466,000,000 Class A2 Commercial Mortgage Backed Notes due 2016
€50,000 Class X Commercial Mortgage Backed Notes due 2016
€50,000,000 Class B Commercial Mortgage Backed Notes due 2016
€27,400,000 Class C Commercial Mortgage Backed Notes due 2016
€50,800,000 Class D Commercial Mortgage Backed Notes due 2016
€20,000,000 Class E Commercial Mortgage Backed Notes due 2016
€23,000,000 Class F Commercial Mortgage Backed Notes due 2016
Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 market abuse (market abuse regulation) requires disclosure by or on behalf of the Issuer of any inside information concerning the Issuer.
Capitalised terms used but not otherwise defined in this notice shall have the meaning ascribed to them in the Master Definitions Agreement dated 16 May 2006 and made between, amongst others, the Issuer, the Cash Manager and the Note Trustee, and the Notices.
We refer to the notices issued by the Issuer dated 25 November 2015, 4 March 2016, 8 April 2016, 27 April 2016 and 13 July 2016 (the "Notices") in which it, respectively: (i) notified Noteholders that a holder of Class X Notes and holder of Class B Notes (the "Claimants") commenced proceedings in the English High Court under Part 8 of the Civil Procedure Rules seeking a number of declarations relating to the calculation of the Class X Interest Amount on previous Payment Dates (the "Proceedings"); (ii) notified Noteholders of the agreed List of Issues and the five-day window for the expedited trial; (iii) notified Noteholders that judgment was handed down by Mr Justice Snowden, sitting in the High Court of Justice - Chancery Division confirming that the Court does not consider that that there has been an underpayment of the Class X Interest Amount for the January 2015 or October 2015 Payment Dates, or that any further interest at the Class X Interest Rate would have accrued thereon under Condition 5(i) of the Notes, or that any Note Event of Default has occurred as a consequence; (iv) notified Noteholders that following the First Instance Decision of Mr Justice Snowden, the Claimants had sought, and Mr Justice Snowden had granted, leave to appeal the First Instance Decision to the Court of Appeal; and (v) notified the Noteholders that Claimants had applied for an order that the appeal be expedited, which was granted, and that the hearing date for the appeal was fixed for 2 November 2016 (the "Appeal").
The Issuer, the Cash Manager, the Note Trustee and the Claimants have agreed to settle the Proceedings on the following terms:
a) the Claimants would be released and discharged of all remaining obligations under paragraphs 9, 11 and 13 of the First Instance Decision in an Order dated 21 April 2016, a copy of which was set out in the Schedule to the Notice dated 13 July 2013 (the "Declaratory Order");
b) the Defendants shall retain the interim payments made by the Claimants pursuant to the Declaratory Order;
c) the Claimants shall release and irrevocably discharge each of the Defendants in respect of any Claim in relation to, or arising out of, or in connection with the Proceedings, the Appeal or their rights as Class X Noteholders; and
d) the parties shall enter into a consent order, dismissing the Appeal, with no order as to costs.
Correspondingly, the parties have lodged an agreed consent order with the Court to be sealed.
Queries may be addressed to the Issuer as follows:
WINDERMERE VII CMBS PLC
c/o Wilmington Trust SP Services (Dublin) Limited
3 George's Dock
Attention: The Directors
Ref: WINDERMERE VII CMBS PLC
This Notice is given by the Issuer on 14 October 2016.
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.
This information is provided by RNS