RNS Number:2521H
Southern Pacific Securities C PLC
7 February 2003

 

NOTICE OF MEETING OF NOTEHOLDERS

#301,530,000 Class A Mortgage Backed Floating Rate Notes due 2039 
#28,350,000 Class M Mortgage Backed Floating Rate Notes due 2039 and 
#20,120,000 Class B Mortgage Backed Floating Rate Notes due 2039 
issued by Southern Pacific Securities C plc

Southern Pacific Securities C plc (the "Issuer") hereby gives notice to the
holders (the "Noteholders") of #301,530,000 Class A Mortgage Backed Floating
Rate Notes due 2039 (the "Class A Notes"), #28,350,000 Class M Mortgage Backed
Floating Rate Notes due 2039 (the "Class M Notes") and #20,120,000 Class B
Mortgage Backed Floating Rate Notes due 2039 (the "Class B Notes") issued by
Southern Pacific Securities C plc (the "Notes") that, pursuant to Condition 11
of the Notes and the provisions of Schedule 3 of the Trust Deed dated 15
November 2001 (the "Trust Deed") relating to the Notes and made between the
Issuer and Capita IRG Trustees Limited (the "Trustee") as trustee for the
Noteholders, a meeting of the Noteholders will be held at the offices of
Clifford Chance Limited Liability Partnership, 200 Aldersgate Street, London
EC1A 4JJ on 4 March 2003 at the times referred to below for the purposes of
considering and, if thought fit, passing the following resolutions which will be
proposed as Extraordinary Resolutions in accordance with the provisions of the
Trust Deed.

EXTRAORDINARY RESOLUTIONS

First Extraordinary Resolution

"THAT this Meeting of the holders of the #301,530,000 Class A Mortgage Backed
Floating Rate Notes due 2039 issued by Southern Pacific Securities C plc
constituted in relation to the Trust Deed hereby:

(1)    assents to the modification of the Terms and Conditions of the Notes and
the Trust Deed as set out below: 

That Condition 5(e) (Redemption for Tax Reasons) be amended such that the Issuer
can only redeem the Notes pursuant to Condition 5(e) if the Trustee is of the
opinion that such changes giving rise to the redemption would have a material
adverse effect on the Noteholders and that the Trustee, in exercising its
discretion, may (but need not be required to do so) seek the approval of the
Most Senior Class of Noteholders. As amended Condition 5(e) will read as
follows:

"(e)   Redemption for Tax Reasons

If (a) the Issuer at any time satisfies the Trustee immediately prior to the
giving of the notice referred to below that either (i) on the next Interest
Payment Date the Issuer would be required by reason of a change in law, or the
interpretation or administration thereof to deduct or withhold from any payment
of principal or interest on the Notes (other than in respect of default
interest), any amount for or on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by the United Kingdom or any political sub-
division thereof or any authority thereof or therein or (ii) on the next
Interest Payment Date the Issuer or the Hedge Counterparty would be required by
reason of a change in law, or the interpretation or administration thereof to
deduct or withhold from any payment under the Hedge Agreement, any amount for or
on account of any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed, levied, collected, withheld or assessed by
the United Kingdom or any political sub-division thereof or any authority
thereof or therein or (iii) the total amount payable in respect of interest in
relation to any of the Mortgages during an Interest Period ceases to be
receivable (whether by reason of any Borrower being obliged to deduct or
withhold any amount in respect of tax therefrom or otherwise, and whether or not
actually received) by the Issuer during such Interest Period and (b) the Trustee
                                                                 _______________
(who may (but not required to do so) seek the approval of the Most Senior Class
_____________________________________________________________________________
of Noteholders (as defined below)) is of the opinion that such changes would
_____________________________________________________________________________
have a material adverse effect on the Noteholders, then the Issuer may, having
_________________________________________________
given not more than 60 nor less than 30 days' written notice to the Trustee and
the Noteholders in accordance with Condition 14, redeem all (but not some only)
of the Notes on any Interest Payment Date at their Principal Amount Outstanding
provided that, prior to giving any such notice, the Issuer shall have provided
to the Trustee; (a) a certificate signed by two directors of the Issuer to the
effect that it will have the funds, not subject to the interest of any other
person, required to redeem the Notes as aforesaid and (b) if appropriate a legal
opinion (in form and substance satisfactory to the Trustee) from a firm of
lawyers in England (approved in writing by the Trustee) opining on the relevant
change in tax law (or interpretation or administration thereof). Any certificate
and legal opinion given by or on behalf of the Issuer may be relied on by the
Trustee and shall be conclusive and binding on the Noteholders, Receiptholders
and Couponholders and the Trustee shall have no liability for acting on such
reliance.

"Most Senior Class of Noteholders" means the A Noteholders whilst the A Notes
_____________________________________________________________________________
remain outstanding and thereafter the M Noteholders whilst the M Notes remain
_____________________________________________________________________________
outstanding and thereafter the B Noteholders whilst the B Notes remain
_____________________________________________________________________________
outstanding."
______________

(2)    sanctions every abrogation, modification, compromise or arrangement in
respect of the rights of the Noteholders against the Issuer involved in or
resulting from the modifications referred to in paragraph (1) of this
Resolution;

(3)    authorises and instructs the Trustee to concur in the modifications
referred to in paragraph (1) of this Resolution and, in order to give effect
thereto, forthwith to execute a Supplemental Trust Deed in the form of the draft
produced to this Meeting and for the purpose of identification signed by the
Chairman thereof with such amendments (if any) thereto as the Trustee shall
require;

(4)    declares that the Trustee shall not have any liability to the Noteholders
in relation to such of the acts or omissions made by it as required by this
First Extraordinary Resolution and acknowledges that the Trustee shall not owe
any responsibility to the "Noteholders for the terms of this First Extraordinary
Resolution and the exercise by the Most Senior Class of Noteholders of their
rights in relation thereto; and

(5)    acknowledges and agrees that the First Extraordinary Resolution will not
be deemed to have been passed unless the Second Extraordinary Resolution is 
passed.

The meeting of the Class A Noteholders will commence at 2pm (London time). 

Second Extraordinary Resolution

"THAT this Meeting of the holders of the #301,530,000 Class A Mortgage Backed
Floating Rate Notes due 2039, #28,350,000 Class M Mortgage Backed Floating Rate
Notes due 2039 and #20,120,000 Class B Mortgage Backed Floating Rate Notes due
2039 issued by Southern Pacific Securities C plc constituted in relation to a
Trust Deed dated 15 November 2001 hereby:

(1)    assents to the modification of the Terms and Conditions of the Notes and
the Trust Deed as set out below;

(a)      that Condition 4(c) (Rate of Interest) be amended such that there will
be no increase in the Relevant Margin for each Interest Period after the
Interest Payment Date falling in September 2008. As amended, the definition of
Relevant Margin in Condition 4(i) will read as follows:

" the "Relevant Margin" shall be:

(1) for each Interest Period (DELETE ending on or before the Interest Payment
Date falling in September 2008, DELETE) 0.44 per cent. per annum for the
Ordinary A Coupons in respect of the A Notes, 1.40 per cent. per annum for the M
Notes, and 2.75 per cent. per annum for the B Notes; and

(DELETE (2) for each Interest Period after the Interest Payment Date falling in
September 2008, 0.88 per cent. per annum for the Ordinary A Coupons in respect
of the A Notes, 2.80 per cent. per annum for the M Notes, and 3.75 per cent. per
annum for the B Notes; and"  DELETE)

(b)     that Condition 4(c)(iv) be amended such that the Detachable A Coupons
will only bear interest up to and including the Interest Payment Date in June
2004. As amended, the Condition 4(c)(iv) shall read as follows:

" that part of the interest on the A Notes as is represented by the Detachable A
Coupons (which only apply to Interest Payment Dates up to and including the
        ____________________________________________________________________
Interest Payment Date in June 2004) shall be 2 per cent, per annum."
___________________________________

(c)      that a new Condition 4(c)(v) be inserted in Condition 4. Condition
4(c)(v) shall read as follows:

(v) on the Interest Payment Date falling in March 2003, the Issuer shall make an
________________________________________________________________________________
additional payment of interest in respect of the Ordinary A Coupons equal to
________________________________________________________________________________
0.11% and calculated on the Principal Amount Outstanding of the A Notes on such
________________________________________________________________________________
date (for the avoidance of doubt the Principal Amount Outstanding of the A Notes
________________________________________________________________________________
will be calculated after any Note Principal Payments are distributed on such
________________________________________________________________________________
date). #99,225 in respect of the B Notes and #80.480 in respect of the M Notes
________________________________________________________________________________
(each such payment being referred to as an "Additional Interest Payment"). For
________________________________________________________________________________
avoidance of doubt the Additional Interest Payment shall be paid only on the
________________________________________________________________________________
Interest Payment Date falling in March 2003."
______________________________________________


(d)     that the option to redeem the Notes on the Interest Payment Date falling
in September 2008 and any Interest Payment Date thereafter will be deleted from
Condition 5(d) (Optional Redemption). As such the following paragraph will be
deleted from Condition 5(d):

"On the Interest Payment Date falling in September 2008 and on any interest
Payment Date thereafter, and upon giving not more than 60 nor less than 30 days'
written notice to the Trustee and the Noteholders in accordance with Condition
14, the Issuer may redeem all (but not some only) of the Notes at their
Principal Amount Outstanding provided that prior to giving any such notice, the
Issuer shall have provided to the Trustee a certificate signed by two directors
of the Issuer to the effect that it will have the funds, not subject to any
interest of any other person, required to redeem the Notes as aforesaid."

(2)    sanctions every abrogation, modification, compromise or arrangement in
respect of the rights of the Noteholders against the Issuer involved in or
resulting from the modifications referred to in paragraphs (a) and (b) of this
Resolution and the terms of the First Resolution;

(3)    authorises and instructs the Trustee to concur in the modifications
referred to in paragraphs (a), (b) and (c) of this Resolution and, in order to
give effect (hereto, forthwith to execute a Supplemental Trust Deed in the form
of the draft produced to this Meeting and for the purpose of identification
signed by the Chairman thereof with such amendments (if any) thereto as the
Trustee shall require;

(4)    declares that the Trustee shall not have any liability to the Noteholders
in relation to such of the acts or omissions made by it as required by this
Second Extraordinary Resolution and acknowledges that the Trustee shall not owe
any responsibility to the Noteholders for the terms of this Second Extraordinary
Resolution and the exercise by the Noteholders of their rights in relation
thereto; and

(5) acknowledges and agrees that the Second Extraordinary Resolution will not be
passed unless each class of Noteholders has voted in favour of it and the First
Extraordinary Resolution has been voted in favour of. 

The Second Extraordinary Resolution will be considered by separate meetings of 
each class of Noteholders.

The meeting of the Class A Noteholders will commence at 2.45pm (London Time).

The meeting of the Class M Noteholders will commence at 3.30pm (London Time). 

The meeting of the Class B Noteholders will commence at 4.15pm (London Time). 

Background and reasons for meeting

Southern Pacific Mortgages Limited has requested that the transaction be
restructured in order to achieve off balance sheet treatment for the Notes under
US Generally Accepted Accounting Principles.

The Issuer has accordingly convened the Meeting of Noteholders by the above
Notice to request the agreement of the Class A Noteholders by Extraordinary
Resolution to the matters contained in the First Extraordinary Resolution and to
request the agreement of all Noteholders by Extraordinary Resolution to the
matters contained in the Second Extraordinary Resolution. The attention of
Noteholders is particularly drawn to the quorum required for the Meeting and for
an adjourned Meeting which is set out in paragraph 2 of "Voting and Quorum"
below.

Copies of the Trust Deed, the Terms and Conditions of the Notes, an Explanatory
Letter for the Noteholders (setting out the proposed resolutions), and the draft
Supplemental Trust Deed in substantially the same form as it is proposed it
shall be executed (if the Extraordinary Resolutions set out above are passed)
are available for inspection at the offices specified below of JPMorgan Chase
Bank (the "Principal Paying Agent").

In accordance with normal practice the Trustee expresses no opinion on the
merits of the proposed modifications but has authorised it to be stated that it
has no objection to the Extraordinary Resolutions being submitted to relevant
Noteholders for their consideration.

Voting and Quorum

1.     A Noteholder wishing to attend at the Meeting in person must produce at
the Meeting either the Note(s), or a valid voting certificate issued by a Paying
Agent relating to the Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may either
deliver his Note(s) or valid voting certificate(s) to the person whom he wishes
to attend on his behalf or give a voting instruction form (on a voting
instruction form obtainable from the specified offices of the Paying Agents set
out below) instructing a Paying Agent to appoint a proxy to attend and vote at
the Meeting in accordance with his instructions.

Notes may be deposited with any Paying Agent or (to the satisfaction of such
Paying Agent) held to its order or under its control by Clearstream Banking,
societe anonyme or the Operator of the Euroclear System or any other person
approved by it, for the purpose of obtaining voting certificates, or, not later
than 48 hours before the time appointed for holding the Meeting giving voting
instructions in respect of the relative Meeting.  Notes so deposited or held
will not be released until the earlier of the conclusion of the Meeting and the
surrender of the voting certificate(s) or, not less than 48 hours before the
time for which the Meeting is convened, the voting instruction receipts) issued
in respect thereof.

2.    The quorum for the First Extraordinary Resolution shall be 2 or more
persons present in person holding Notes, voting certificates or being proxies
and holding or representing not less than 51 per cent. of the aggregate
principal amount of the Notes for the time being outstanding, not being Notes
which are beneficially held or on behalf of the Issuer. Southern Pacific
Mortgage Limited or the Administrator (being Southern Pacific Mortgage Limited,
or any of its successors in the role of Administrator) or any of their
respective subsidiaries or holding companies and not yet cancelled.

The quorum for the Second Extraordinary Resolution shall be 2 or more persons
present in person holding Notes, voting certificates or being proxies and
holding or representing not less than 75 per cent. of the aggregate principal
amount of the Notes for the time being outstanding, not being Notes which for
the time being held by or on behalf of the Issuer, Southern Pacific Mortgage
Limited or the Administrator or any of their respective subsidiaries or holding
companies and not yet cancelled.

3.    Every question submitted to the Meeting will be decided on a show of hands
unless a poll is duly demanded by the Chairman of the Meeting, the Issuer, the
Trustee or by one or more voters holding or representing not less than one
fiftieth of the aggregate principal amount of the Notes for the time being
outstanding. On a show of hands every voter who is present in person and
produces a Note or voting certificate or is a proxy shall have one vote. On a
poll every voter who is so present shall have one vote in respect of each
#10,000 in aggregate face amount of the outstanding Notes so produced or
represented by the voting certificate so produced or in respect of which he is a
proxy.

4.     To be passed, the First Extraordinary Resolution requires a majority in
favour consisting of not less than three-quarters of the votes cast, save that
the First Extraordinary Resolution will not be deemed to have been passed unless
the Second Extraordinary Resolution is passed. If passed, the Extraordinary
Resolution will be binding on all the Noteholders of each class of Notes
outstanding, whether or not present at such Meeting and whether or not voting,
and upon all the holders of the coupons relating to the Notes.

To be passed, the Second Extraordinary Resolution requires a majority in favour
consisting of not less than three-quarters of the votes cast, save that the
Second Extraordinary Resolution will not be passed unless each class of
Noteholders has voted in favour of it and the First Extraordinary Resolution has
been voted in favour of. If passed, the Second Extraordinary Resolution will be
binding on all the Noteholders of each class of Notes outstanding, whether or
not present at such Meeting and whether or not voting, and upon all the holders
of the coupons relating to the Notes.

Principal Paying Agent 

JPMorgan Chase Bank

Trinity Tower 

9 Thomas More Street 

London E1W 1YT

Noteholders should contact Milind Chaukar at Lehman Brothers International
(Europe) on +44 207 256 4531 with any questions relating to the matters
contemplated by the Extraordinary Resolutions. Capitalised words and expressions
used in this notice shall, unless otherwise defined herein, have the meaning
ascribed to them in the Offering Circular and the Terms and Conditions of the
Notes.




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