NOTICE TO HOLDERS OF THE CLASS B NOTES
in respect of
STANTON MBS I p.l.c (the "Issuer")
€15,000,000 Class B Senior Secured Floating Rate Notes due 2054
(the "Class B Noteholders")
NOTICE IS HEREBY GIVEN by the Issuer that a meeting of the Class B Noteholders convened by the Issuer will be held at the offices of Reed Smith LLP located at The Broadgate Tower, 20 Primrose Street, London EC2A 2RS United Kingdom on 9 November 2016 at 10 am (London time) (the "Meeting"). The Meeting is to be held for the purposes of considering and, if thought fit, passing the Extraordinary Resolution, the text of which is set out below, which will be proposed as an Extraordinary Resolution in accordance with Condition 13(a) (Meetings of Noteholders, Modification, Waiver and Substitution) and with the provisions of the Trust Deed.
Cambridge Place Investment Management LLP, the Collateral Manager, is offering to pay a consent fee of $0.10 per €100,000 original principal amount of notes to the Class B Noteholders to participate and vote in the Meeting.
Reference is made to the trust deed dated 4 November 2004 between the Issuer, U.S. Bank Trustees Limited (formerly ABN AMRO Trustees Limited), an English company with registration number 02379632 (the "Trustee") and others (the "Trust Deed") pursuant to which the Notes were constituted and issued.
Capitalised terms used but not otherwise defined herein shall have the meanings ascribed to them in the master interpretation and construction schedule dated 4 November 2004.
Events to Date:
1. In connection with the issue of the Notes, the Issuer, the Trustee, ABN AMRO Bank N.V., London Branch (as Account Bank, Custodian and Collateral Administrator) and NCB Stockbrokers Limited (now Investec Capital & Investments (Ireland) Limited) (the "Irish Paying Agent") entered the Trust Deed and other Transaction Documents.
2. ABN AMRO Bank N.V., London Branch has been replaced in the role of Account Bank, Custodian and Collateral Administrator by Elavon Financial Services Designated Activity Company.
3. Pursuant to the implementation of the Transparency (Directive 2004/109/EC) Regulations 2007, there is no longer any requirement for the appointment of an Irish paying agent for transactions seeking a listing on the regulated market of the Irish Stock Exchange. As such, the Irish Paying Agent wishes to resign from its appointment under the Agency Agreement and all other Transaction Documents to which it is a Party.
II. NOTEHOLDER APPROVAL
An Extraordinary Resolution of the Class B Noteholders authorising and approving the termination of the role of the Irish Paying Agent from all Transaction Documents to which it is a party.
The Issuer has accordingly convened a Meeting of the Class B Noteholders by this Notice to request approval by Extraordinary Resolution of the matters described in this Notice.
III. EXTRAORDINARY RESOLUTION
The Extraordinary Resolution to be proposed at the Meeting is in the following terms:
"That this Meeting of the holders of the €15,000,000 Class B Senior Secured Floating Rate Notes due 2054 (the "Class B Noteholders") issued by Stanton MBS I p.l.c. (the "Issuer") convened pursuant to Condition 13(a) of the Notes hereby:
(a) Approval of the termination of the role of the Irish Paying Agent:
Authorises and approves the termination of the role of the Irish Paying Agent from all Transaction Documents to which it is a party;
(b) Direction to the Trustee:
Authorises, directs, requests and empowers the Trustee: (i) to agree to the amendments referred to in paragraph (a) of this Extraordinary Resolution, and (ii) to concur in and execute such other documents and do such things as the Trustee, in its absolute discretion, considers necessary, desirable or expedient to carry out and give effect to this Extraordinary Resolution.
Unless otherwise defined herein or the context otherwise requires, terms defined in the master interpretation and construction schedule dated 4 November 2004 shall have the same meanings when used in this Extraordinary Resolution."
1. Documents Available for Display
The Noteholders may, at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays excepted) prior to the date of and commencement of the Meeting or any adjourned Meeting inspect copies of the following documents at the offices of the Issuer and the Principal Paying Agent:
(a) this Notice;
(b) the Trust Deed; and
(c) the Master Interpretation and Construction Schedule.
Copies of the foregoing documents will also be available for inspection during the Meeting.
2. Voting and Quorum
The Class B Notes were issued in bearer form, represented by interests in a Global Bearer Note and deposited with a common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg") (Clearstream, Luxembourg, together with Euroclear, the "Clearing Systems" and each a "Clearing System") on or about the Closing Date.
The provisions governing the convening and holding of meetings are set out in Schedule 11 to the Trust Deed, a copy of which is available for inspection as referred to above.
A. For Notes held through Euroclear or Clearstream, Luxembourg:
This section A only applies to Notes held through Euroclear or Clearstream, Luxembourg.
Each person (a "Beneficial Owner") who is the owner of a particular principal amount of the Notes through the Clearing Systems or their respective account holders ("Accountholders") should note that such person is not considered to be a Noteholder for the purposes of Notes held through the Clearing Systems and will only be entitled to attend and vote at the Meeting in accordance with the procedures set out below and in accordance with the provisions of Schedule 11 of the Trust Deed.
If a Beneficial Owner or Accountholder wishes to obtain a voting certificate in respect of the Notes for a meeting he must at least 48 hours before the time fixed for the meeting deposit the Notes for that purpose with a Paying Agent or to the order of a Paying Agent with a bank or other depository nominated by the Paying Agent for the purpose or block them in an account with the Clearing System in accordance with the procedures of such Clearing System. The Paying Agent shall then issue a voting certificate in respect of it. Any questions with respect to obtaining the voting certificate can be directed to the Principal Paying Agent, whose contact details can be found below.
B. General provisions relating to the Meeting:
No business (except choosing a chairman) shall be transacted at a meeting unless a quorum is present at the commencement of business. If a quorum is not present within 15 minutes from the time initially fixed for the meeting, the meeting shall, if convened at the request of Noteholders or if the Issuer and the Trustee agree, be dissolved. In any other case it shall be adjourned until such date, not less than 14 nor more than 42 days later, and time and place as the chairman may decide.
The quorum required at each Meeting is described in Paragraph 8 (Quorum and Adjournment) of Schedule 11 to the Trust Deed. Pursuant to Paragraph 8(c) of Schedule 11 to the Trust Deed the holder of a Global Bearer Note shall be treated as two persons for the purposes of any quorum requirements of a meeting of the relevant Noteholders.
Each question submitted to a meeting shall be decided 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, the Issuer, the Trustee or one or more persons holding or representing 2 per cent. of the Principal Amount Outstanding of the Notes of the relevant Class. The holder of a Global Bearer Note shall be treated as two persons for the purposes of the right to demand a poll at a meeting of the relevant Noteholders.
On a show of hands every person who is present in person and who produces a Note or a voting certificate or is a proxy has one vote. On a poll every such person has one vote for each €1,000 of Principal Amount Outstanding of Notes so produced or represented by the voting certificate so produced or for which he is a proxy or representative. Without prejudice to Condition 2(e), the holder of a Global Bearer Note shall be treated as having one vote for each €1,000 of Principal Amount Outstanding of Notes represented by such Global Bearer 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.
To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than 662/3 per cent. of the persons voting thereat upon a show of hands or if a poll is duly demanded by a majority consisting not less than 662/3 per cent. of the votes cast on such poll, as the case may be.
On any vote concerning the replacement or termination of the Collateral Manager, any Notes held by the Collateral Manager or any of its Affiliates will be excluded from voting.
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.
This Notice is given by Stanton MBS I p.l.c.:
Address: 1st Floor
1-2 Victoria Buildings
Attention: The Directors
Fax: +353 1 697 5375
Email: [email protected]
Contact Details of the Principal Paying Agent:
Address: Elavon Financial Services Designated Activity Company
125 Old Broad Street
London EC2N 1AR
Attention: CDO Relationship Management
Fax: +44 207 365 2577
Email: [email protected]
Date: 18 October 2016
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
This information is provided by RNS