TIDM61RH
RNS Number : 2520I
Notting Hill Housing Trust
10 June 2011
NOTTING HILL HOUSING TRUST
(the Issuer)
NOTICE OF A MEETING
of the holders of those of the
GBP180,000,000 5.25 per cent. Secured Bonds due 2042
(ISIN: XS0523335395)
of the Issuer presently outstanding (the Bondholders and the
Bonds respectively).
NOTICE IS HEREBY GIVEN that a Meeting of the Bondholders
convened by the Issuer will be held at the offices of Allen &
Overy LLP, One Bishops Square, London E1 6AD on Monday, 4 July,
2011 at 10.00 a.m. (London time) for the purpose 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 Trust Deed dated 7 July, 2010 (the Trust Deed)
made between the Issuer and Prudential Trustee Company Limited (the
Trustee) as trustee for the Bondholders and constituting and
securing the Bonds.
Capitalised terms used in this Notice which are not defined
herein shall have the meanings given to them in the Trust Deed.
EXTRAORDINARY RESOLUTION
"THAT this Meeting of the holders of the GBP180,000,000 5.25 per
cent. Secured Bonds due 2042 of Notting Hill Housing Trust
presently outstanding (the Bonds and the Issuer respectively)
constituted by the Trust Deed dated 7 July, 2010 (the Trust Deed)
made between the Issuer and Prudential Trustee Company Limited (the
Trustee) as trustee for the holders of the Bonds (the Bondholders)
hereby:
1. approves and assents to the modification of the specified
denominations of the Bonds from "GBP50,000 and integral multiples
of GBP1,000 in excess thereof up to and including GBP99,000" to
"GBP100,000 and integral multiples of GBP1,000 in excess thereof up
to and including GBP199,000";
2. approves and assents to the amendments to the Trust Deed and
the Conditions of the Bonds required to implement the modification
set out in paragraph 1 above and any consequential amendments to
any other documentation, including:
(i) the modification of the Terms and Conditions of the Bonds
(as set out in Part 2 of Schedule 2 to the Trust Deed) by the
deletion of the first paragraph of Condition 2 and the insertion in
its place of the following new paragraph:
"The Bonds are in bearer form, serially numbered, in the
denominations of GBP100,000 and integral multiples of GBP1,000 in
excess thereof up to and including GBP199,000, with Coupons and
Talons attached on issue. No Bonds will be issued with a
denomination above GBP199,000."; and
(ii) the modification of the Trust Deed by the deletion of
Clause 3.5 and the insertion in its place of the following new
clause:
"The Definitive Bonds and the Coupons shall be in the respective
forms or substantially in the respective forms set out in Schedule
2 and the Definitive Bonds shall be issued in the denominations of
GBP100,000 and integral multiples of GBP1,000 in excess thereof up
to and including GBP199,000 and shall be endorsed with the
Conditions. Title to the Definitive Bonds and the Coupons shall
pass by delivery.";
3. sanctions every abrogation, modification, compromise or
arrangement in respect of the rights of the Bondholders
appertaining to the Bonds against the Issuer, whether or not such
rights arise under the Trust Deed, involved in or resulting from or
to be effected by, the modifications referred to in paragraphs 1
and 2 of this Resolution and their implementation;
4. authorises, directs, requests and empowers the Trustee to
concur in the modifications referred to in paragraphs 1 and 2 of
this Resolution and, in order to give effect thereto and to
implement the same, 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 and to
concur in, and to execute and do, all such other deeds,
instruments, acts and things as may be necessary or appropriate to
carry out and give effect to this Resolution and the implementation
of the modifications referred to in paragraphs 1 and 2 of this
Resolution; and
5. discharges and exonerates the Trustee from all liability for
which it may have become or may become responsible under the Trust
Deed or the Bonds in respect of any act or omission in connection
with the modifications referred to in paragraphs 1 and 2 of this
Resolution, their implementation or this Resolution."
The Issuer considers that the proposed modifications contained
in the Extraordinary Resolution set out above are fair and
reasonable in the circumstances and, accordingly, the Issuer
recommends all Bondholders to vote in favour of the Extraordinary
Resolution.
The attention of Bondholders 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 (including the Terms and Conditions of
the Bonds) and the draft Supplemental Trust Deed referred to in the
Extraordinary Resolution set out above and of certain other
relevant documents will be available for inspection by Bondholders
at the specified office of the Principal Paying Agent as set out
below.
In accordance with normal practice, the Trustee expresses no
opinion as to the merits of the proposed modifications as described
in the Extraordinary Resolution above (which it was not involved in
negotiating). It has, however, authorised it to be stated that, on
the basis of the information set out in this Notice, it has no
objection to the Extraordinary Resolution above being submitted to
the Bondholders for their consideration. The Trustee has, however,
not been involved in formulating the proposed modifications and
makes no representation that all relevant information has been
disclosed to Bondholders in this Notice or otherwise. Accordingly,
the Trustee urges Bondholders who are in any doubt as to the impact
of the implementation of the proposed modifications to seek their
own independent legal and/or financial advice.
VOTING AND QUORUM
1. The provisions governing the convening and holding of a
Meeting are set out in Schedule 3 to the Trust Deed, a copy of
which is available for inspection by the Bondholders during normal
business hours at the specified office of the Paying Agent set out
below.
All of the Bonds are represented by a global bond held by a
common depositary for Clearstream Banking, societe anonyme
(Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V.
(Euroclear). For the purposes of the Meeting, a Bondholder shall
mean each person who is for the time being shown in the records of
Euroclear or Clearstream, Luxembourg as the holder of a particular
principal amount of the Bonds.
A Bondholder wishing to attend the Meeting in person must
produce at the Meeting a valid voting certificate issued by a
Paying Agent relating to the Bond(s) in respect of which he wishes
to vote.
A Bondholder not wishing to attend and vote at the Meeting in
person may deliver his valid voting certificate(s) to the person
whom he wishes to attend on his behalf or give a voting instruction
(by giving his voting instructions to Clearstream, Luxembourg
and/or Euroclear) instructing a Paying Agent to appoint a proxy to
attend and vote at the Meeting in accordance with his
instructions.
A Bondholder who wishes to obtain a voting certificate or give
voting instructions in respect of his Bond(s) must first request
the relevant clearing system to block the Bonds in his own account
and to hold the same to the order or under the control of a Paying
Agent not later than 48 Hours (as defined in the Trust Deed) before
the time appointed for holding the Meeting.
Bonds so blocked will not be released until the earlier of:
(a) the conclusion of the Meeting (or, if applicable, any
adjournment of such Meeting); and
(b) (i) in respect of (a) voting certificate(s), the surrender
to a Paying Agent of such voting certificate(s) and the
notification by the relevant Paying Agent to the relevant clearing
system of such surrender or the compliance in such other manner
with the rules of the relevant clearing system; or
(ii) in respect of voting instructions, not less than 48 Hours
before the time for which the Meeting (or, if applicable, any
adjournment of such Meeting) is convened, the notification in
writing of any revocation of a Bondholder's previous instructions
to the Paying Agent and the same then being notified in writing by
the Paying Agent to the Issuer at least 24 hours before the time
appointed for holding the Meeting and such Bonds ceasing in
accordance with the procedures of the relevant clearing system and
with the agreement of such Paying Agent to be held to its order or
under its control.
2. The quorum required at the Meeting is one or more persons
present and holding or representing in the aggregate more than 50
per cent. in principal amount of the Bonds for the time being
outstanding. If a quorum is not present at the Meeting, the Meeting
will be adjourned and the Extraordinary Resolution will be
considered at an adjourned Meeting (notice of which will be given
to the Bondholders). The quorum at such an adjourned Meeting will
be one or more persons present (whatever the principal amount of
the Bonds so held or represented by them).
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 or by the Issuer, the Trustee or by any person present
holding a voting certificate or being a proxy (whatever the
principal amount of Bonds so held or represented by him). On a show
of hands every person who is present in person and produces a
voting certificate or is a proxy 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 Bonds so represented by the
voting certificate so produced or in respect of which he is a
proxy.
4. To be passed, the Extraordinary Resolution requires a
majority in favour consisting of not less than 75 per cent. of the
votes cast. If passed, the Extraordinary Resolution will be binding
upon all the Bondholders and the Couponholders, whether or not
present at the Meeting and whether or not voting.
RATIONALE
The Bonds were issued on 7 July 2010 with denominations of
GBP50,000 plus integral multiples of GBP1,000 in excess thereof.
The denomination of the Bonds is such that the Issuer currently
benefits from the various wholesale debt exemptions in the
Prospectus Directive (Directive 2003/71/EC) and the Transparency
Directive (Directive 2004/109/EC).
Pursuant to the Amending Directive (Directive 2010/73/EU) of 24
November 2010, various amendments have been made to the Prospectus
Directive and the Transparency Directive, including the increase in
the wholesale debt threshold from EUR50,000 (or equivalent in other
currencies) to EUR100,000 (or equivalent in other currencies).
The Issuer will continue to have the benefit of the various
wholesale debt exemptions once the provisions of the Amending
Directive are implemented into English law, unless it issues
further bonds with a minimum denomination of less than EUR100,000
(or equivalent in other currencies).
At the time of issue of the Bonds, the Issuer expressed its
intention to investors to issue further Bonds as and when further
funding was required. To enable the Issuer to do this, without
losing the benefit of such wholesale debt exemptions, the Issuer
would like to increase the denomination of the Bonds to GBP100,000
plus integral multiples of GBP1,000 in excess thereof.
EARLY VOTING FEE
The Issuer will pay to each Bondholder from whom a valid
electronic voting instruction (delivered by a Direct Participant
through the relevant Clearing System to the Tabulation Agent,
instructing the Tabulation Agent that the vote(s) attributable to
the Bonds the subject of such electronic voting instruction should
be cast in a particular way in relation to the relevant
Extraordinary Resolution, which instruction shall form part of a
block voting instruction to be issued by the Principal Paying Agent
in relation to the Meeting) (an Electronic Voting Instruction) is
received by the Tabulation Agent before 5:00 p.m. on Friday, 24
June 2011 (or such later date as the Issuer may in its discretion
agree) (the Early Instruction Deadline), and not revoked, an amount
equal to GBP0.50 for each GBP1,000 in principal amount of the Bonds
(the Early Voting Fee) the subject of such Electronic Voting
Instruction, subject to the passing of the Extraordinary
Resolution.
Where payable, the Issuer will pay the Early Voting Fee for any
received (and not revoked) Electronic Voting Instructions on the
second Business Day following the date on which the Extraordinary
Resolution is passed which, if the Extraordinary Resolution is
passed on 4 July, 2011, will be 6 July, 2011. The Early Voting Fee
will be payable whether the Electronic Voting Instruction is an
instruction to vote for or against the Extraordinary Resolution.
However, to be eligible for the Early Voting Fee, such Electronic
Voting Instruction shall be irrevocable from the Early Instruction
Deadline, including for any adjourned Meeting.
TABULATION AGENT
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
e-mail address: debtrestructuring@bnymellon.com
facsimile number: +44 (0) 20 7964 2536
PRINCIPAL PAYING AGENT
The Bank of New York Mellon
One Canada Square
London E14 5AL
TRUSTEE
Prudential Trustee Company Limited
Laurence Pountney Hill
London EC4R 0HH
This Notice is given by:
NOTTING HILL HOUSING TRUST
1 Butterwick
Metro Building
Hammersmith
London W6 8DL
Dated 10 June, 2011
Contact Information
Requests for information in relation to the Proposal or the
Offer should be directed to: The Solicitation Agent:
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
Attention: Liability Management Group
Telephone: +44 (0)20 7773 8990
E-mail: eu.lm@barcap.com
Requests for information in relation to the procedures for
tendering Bonds in the Offer and the submission of an Electronic
Tender or an Electronic Voting Instruction should be directed
to:
The Tabulation Agent:
The Bank of New York Mellon, London
Branch
40th Floor
One Canada Square
London E14 5AL
Telephone: +44 (0)20 7964 4958
E-mail: debtrestructuring@bnymellon.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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