TIDM49DU
RNS Number : 8775H
Mound Financing (No.4) PLC
03 June 2011
THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION OF INTEREST TO
THE REGISTERED AND BENEFICIAL OWNERS OF THE EXISTING NOTES (AS
DEFINED BELOW).
If you are in any doubt as to the action you should take, you
are recommended to seek your own financial advice immediately from
your stockbroker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and
Markets Act 2000 (if you are in the United Kingdom), or from
another appropriately authorised independent financial adviser and
such other professional advice from your own professional advisors
as you deem necessary.
If you have recently sold or otherwise transferred your entire
holding(s) of Existing 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.
FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS
ANNOUNCEMENT IS AVAILABLE IN THE NOTICE OF MEETINGS (THE "NOTICE")
ISSUED BY THE FOURTH ISSUER (AS DEFINED BELOW) TODAY, INCLUDING THE
EXPLANATORY MEMORANDUM ATTACHED THERETO, AND YOU ARE ENCOURAGED TO
READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.
MOUND FINANCING (NO.4) PLC
(the "Fourth Issuer")
NOTICE OF MEETING
A meeting of the holders of the
GBP250,000,000 Series 5 Class A Asset Backed Floating Rate Notes
due November 2032 (ISIN: XS0231331306)
(together, the "Existing Noteholders" and the "Existing Notes"
respectively)
NOTICE IS HEREBY GIVEN that a meeting (the Meeting) at the
offices of Allen & Overy LLP, One Bishops Square, London E1 6AD
of the holders of all the Existing Notes is hereby convened by the
Fourth Issuer on 27 June 2011 at 3:00 pm (London time) and 4:00 pm
(CET) for the purpose of considering and, if thought fit, passing
the Extraordinary Resolution set out below in accordance with the
provisions of the note trust deed dated 19 October 2005 as amended,
restated and supplemented from time to time (the Fourth Issuer
Trust Deed) made between the Fourth Issuer and The Bank of New York
Mellon (formerly JPMorgan Chase Bank, N.A., London Branch) (the
Fourth Issuer Note Trustee) and constituting the Existing Notes.
The proposed amendments to be made to the documents as described in
the Notice are together referred to as the Proposed Amendments.
Capitalised terms in this RNS Notice shall, except where the
context otherwise requires or save where otherwise defined herein
or in the Notice issued by the Fourth Issuer today, bear the
meanings ascribed to them (1) in the draft Seventh Amended and
Restated Master Definitions Schedule proposed to be entered into in
connection with the Proposed Amendments and (2) (to the extent not
defined in the draft Seventh Amended and Restated Master
Definitions Schedule referred to in (1) above) in the fourth issuer
master definitions schedule dated 13 November 2008 as amended and
restated from time to time (the Issuer Master Definitions
Schedule). The draft Seventh Amended and Restated Master
Definitions Schedule and the Issuer Master Definitions Schedule are
available for inspection at the specified office of the Principal
Paying Agent and in the Data Room (as defined below).
The Notice (including the Explanatory Memorandum) is available
upon request from Lloyds Bank Corporate Markets.
The Notice (including the Explanatory Memorandum), the draft
Seventh Amended and Restated Master Definitions Schedule and the
Issuer Master Definitions Schedule are available for inspection by
Existing Noteholders at the specified office of the Principal
Paying Agent and/or the U.S. Paying Agent (as applicable) and in
the Data Room (as described below).
In accordance with normal practice, the Security Trustee and the
Fourth Issuer Note Trustee (together, the Trustees) have not been
involved in the formulation of the Proposed Amendments outlined in
the Notice or the contents of the pre-recorded call referred to
below and none of the Trustees expresses any opinion on the merits
of the Proposed Amendments or the Extraordinary Resolution or the
contents of the pre-recorded call referred to below but each has
authorised it to be stated that it has no objection to the
Extraordinary Resolution being submitted to Existing Noteholders
for their consideration. Existing Noteholders should take their own
independent advice on the merits and on the consequences of voting
or not voting in favour of the Extraordinary Resolution, including
any tax consequences. The Trustees are not responsible for the
accuracy, completeness, validity or correctness of the statements
made in the Notice or in the pre-recorded call referred to below or
omissions therefrom and make no representation that all relevant
information has been disclosed to the ExistingNoteholders in or
pursuant to the Notice or the pre-recorded call referred to
below.
The Notice does not constitute or form part of, and should not
be construed as, an offer for sale, exchange or subscription of, or
a solicitation of any offer to buy, exchange or subscribe for, any
securities of the Fourth Issuer or any other entity. The
distribution of the Notice may nonetheless be restricted by law in
certain jurisdictions. Persons into whose possession the Notice
comes are required to inform themselves about, and to observe, any
such restrictions.
BACKGROUND
The Fourth Issuer proposes to make certain amendments to the
Transaction, for which Existing Noteholder approval is sought.
It is not expected that the proposed changes once implemented
will have an adverse effect on the ratings of the Existing
Notes.
The proposed changes are intended to accommodate certain revised
counterparty criteria published by Standard & Poor's Financial
Services LLC (S&P LLC) on 6 December 2010 (as amended and
partially superseded on 13 January 2011) (the New S&P
Counterparty Criteria) and revised counterparty criteria published
by Fitch Ratings Limited (Fitch) on 14 March 2011 including the
derivative addendum (the New Fitch Counterparty Criteria). These
revised criteria are described further in the Notice.
The New S&P Counterparty Criteria do not permit the
grandfathering of existing notes or programmes and therefore the
Transaction and the Existing Notes issued under it may be directly
impacted if the amendments required in order to implement the New
S&P Counterparty Criteria are not so implemented. Fitch will
apply the New Fitch Counterparty Criteria in its surveillance of
the Transaction and transactions may be subject to rating action if
the exposure to counterparties is perceived to be material and
counterparties choose not to follow the New Fitch Counterparty
Criteria.
The amendments required in relation to the New S&P
Counterparty Criteria must be implemented by 18 July 2011, whilst
the changes required in relation to the New Fitch Counterparty
Criteria are required to be implemented within a similar timescale
to avoid such impact.
Failure to implement the changes in relation to the Transaction
may potentially result in (1) the ratings ascribed to all Existing
Notes by S&P and Fitch being downgraded or otherwise adversely
affected and (2) other adverse consequences for the holders of all
Existing Notes (including, without limitation, in relation to the
price at which the Existing Notes may trade).
It is proposed that these New S&P Counterparty Criteria and
New Fitch Counterparty Criteria will be accommodated by:
-- making certain modifications to ratings triggers and other
ratings criteria contained in the Transaction Documents; and
-- replacing a portion of the credit enhancement currently
provided in the form of funds standing to the credit of the General
Reserve Fund with Z Loans (the Z Loans), to be loaned on a
subordinated basis by Bank of Scotland plc (BOS) to Funding and
which will be used to increase the Funding Share of the Trust
Property; and
-- making consequential changes to the Transaction Documents in
order to reflect the above.
The proposed changes are intended to:
-- enable the current bank account provider to remain as the
Account Bank to Funding and the Mortgages Trustee and as the Fourth
Issuer Account Bank to the Fourth Issuer; and
-- ensure that the ratings ascribed to all Existing Notes by
S&P and Fitch will not be adversely affected as a result of the
New S&P Counterparty Criteria and the New Fitch Counterparty
Criteria.
It is also proposed that changes will be made to the Transaction
Documents to:
-- give Existing Noteholders an option to sell their Existing
Notes to Lloyds TSB Bank plc (LTSB) if they are not redeemed on
their respective Expected Maturity Dates;
-- enable BOS to repurchase Loans from the Portfolio, subject to
compliance with certain criteria.
Please note that the Amendment Documents have been delivered to
the Rating Agencies for their review and it is expected that the
Rating Agencies will notify the Fourth Issuer as to whether the
Amendment Documents are acceptable to them. Should any Rating
Agency provide notice prior to the execution of the Amendment
Documents that such Rating Agency may take adverse rating action in
relation to the Existing Notes even if the Proposed Amendments are
implemented, then the Amendment Documents will not be executed. The
Fourth Issuer shall notify Existing Noteholders if that
happens.
Please note that although the Fourth Issuer Note Trustee may
have certain discretions under the Fourth Issuer Trust Deed to
determine that any proposed modification(s) will not be materially
prejudicial to the interests of the holders of the Existing Notes,
there is no obligation on the Fourth Issuer Note Trustee to
exercise any such discretion and the Fourth Issuer Note Trustee may
not exercise any such discretion. Existing Noteholders are
therefore urged to exercise their right to vote.
FORM OF EXTRAORDINARY RESOLUTION
The Extraordinary Resolution will be proposed in a meeting to
the holders of the Existing Notes and is in the following
terms:
"THAT this Meeting of the holders of the GBP250,000,000 Series 5
Class A Asset Backed Floating Rate Notes due November 2032 (ISIN:
XS0231331306) (the Notes) of Mound Financing (No.4) PLC (the Fourth
Issuer) constituted by a fourth issuer trust deed dated 19 October
2005 as amended, restated and supplemented from time to time (the
Fourth Issuer Trust Deed) made between the Fourth Issuer and The
Bank of New York Mellon (formerly JPMorgan Chase Bank, N.A., London
Branch) (the Fourth Issuer Note Trustee) as trustee for the holders
of the Notes (the Noteholders) HEREBY RESOLVES as an Extraordinary
Resolution (as defined in the Fourth Issuer Trust Deed):
(a) (subject to paragraph (i) of this resolution) that each of
the Fourth Issuer, the Fourth Issuer Note Trustee, the Security
Trustee and each other party thereto or referred to therein is
hereby authorised, directed, empowered and instructed to:
(i) implement the proposed changes set out in paragraph 1 of
Schedule 1 to the Notice convening this Meeting (Explanatory
Memorandum - Modifications that affect all Existing Notes and
subject to the Extraordinary Resolution);
(ii) enter into the Extraordinary Resolution Amendment Documents
as set out in paragraph 2.1 of Schedule 1 to the Notice convening
this Meeting (Explanatory Memorandum - Documentation to be entered
into in connection with the Extraordinary Resolution); and
(iii) concur in, and execute and do, all such other deeds,
instruments, acts and things and take such steps as may be
necessary and desirable to carry out and give effect to the
Extraordinary Resolution Amendment Documents, the proposed changes
set out in paragraph 1 of Schedule 1 to the Notice convening this
Meeting (Explanatory Memorandum - Modifications that affect all
Existing Notes and subject to the Extraordinary Resolution) and
this Extraordinary Resolution,
in the case of the Extraordinary Resolution Amendment Documents
in substantially the same form as the drafts produced to this
Meeting and signed by the chairman of this Meeting for the purpose
of identification, with such non-material amendments (if any) as
may be requested by the Fourth Issuer and approved by the Fourth
Issuer Note Trustee and the Security Trustee, in their sole
discretion, or required by the Fourth Issuer Note Trustee or the
Security Trustee;
(b) (subject to paragraph (i) of this resolution) that the
Fourth Issuer, the Fourth Issuer Note Trustee, the Security Trustee
and each other party thereto is authorised, directed, empowered and
instructed to comply with its obligations under the Extraordinary
Resolution Amendment Documents;
(c) (subject to paragraph (i) of this resolution) that the
Fourth Issuer, the Fourth Issuer Note Trustee and the Security
Trustee are authorised, directed, empowered and instructed to take
all other actions and enter into such other agreements and give
such authorisations and instructions to any person as they consider
necessary or desirable in connection with the Extraordinary
Resolution Amendment Documents and the transactions contemplated
therein;
(d) (subject to paragraph (i) of this resolution) that the
amendments in the Extraordinary Resolution Amendment Documents (in
the form set out in paragraph (a) above) are authorised and
approved and the Fourth Issuer, the Fourth Issuer Note Trustee, the
Security Trustee and the other parties thereto are authorised,
directed, empowered and instructed, to the extent legally possible,
to undertake the implementation of the Extraordinary Resolution
Amendment Documents on and subject to the conditions set out
therein;
(e) to sanction every abrogation, modification, compromise or
arrangement in respect of the rights of the Noteholders
appertaining to the Notes against the Fourth Issuer, whether or not
such rights arise under the Fourth Issuer Trust Deed, involved in
or resulting from or to be effected by, the modifications referred
to in paragraphs (a) to (d) of this Extraordinary Resolution and
their implementation;
(f) to waive any and all requirements, restrictions or
conditions precedent set forth in the Transaction Documents on any
person, in respect of implementing the Extraordinary Resolution
Amendment Documents and the proposal set out in the Notice
convening this Meeting;
(g) to discharge and exonerate the Fourth Issuer from all
liability for which it may have become or may become responsible
under any Transaction Document in respect of any requirements,
restrictions or conditions precedent set forth in the Transaction
Documents in connection with the Extraordinary Resolution Amendment
Documents or the proposed amendments set out in the Notice
convening this Meeting or this Extraordinary Resolution or the
implementation thereof;
(h) to discharge and exonerate each of the Fourth Issuer Note
Trustee and the Security Trustee from any responsibility or
liability for which it may have become or may become responsible
under the Fourth Issuer Trust Deed, the Fourth Issuer Deed of
Charge, the Notes or any Transaction Document or any document
related thereto in respect of any act or omission in connection
with the passing of this Extraordinary Resolution or the executing
of any deeds, agreements, documents or instruments, the performance
of any acts, matters or things done to carry out and give effect to
the matters contemplated in the Extraordinary Resolution Amendment
Documents or the Notice convening this Meeting or this
Extraordinary Resolution; and
(i) that the signing of the Extraordinary Resolution Amendment
Documents shall be in all respects conditional on the requisite
majority of the holders of each class of outstanding notes issued
by each of Mound Financing (No.5) PLC and Mound Financing (No.6)
PLC voting in favour of an extraordinary resolution which will be
substantially similar to this Extraordinary Resolution and which
will be proposed at separate meetings of such holders convened by
those issuers on or around 27 June 2011 or at any adjournment
thereof or, as applicable the note trustee appointed by each of
Mound Financing (No.5) PLC and Mound Financing (No.6) PLC
determining in each case that the relevant modifications will not
be materially prejudicial to the interests of the holders of such
class of notes issued by the relevant issuer.
Capitalised terms in this Extraordinary Resolution shall, except
where the context otherwise requires or save where otherwise
defined herein, bear the meanings ascribed to them in the Notice
dated 3 June 2011 convening this Meeting."
GENERAL INFORMATION
PLEASE NOTE THAT ALTHOUGH THE FOURTH ISSUER NOTE TRUSTEE MAY
HAVE CERTAIN DISCRETIONS UNDER THE FOURTH ISSUER TRUST DEED TO
DETERMINE THAT ANY PROPOSED MODIFICATION(S) WILL NOT BE MATERIALLY
PREJUDICIAL TO THE INTERESTS OF THE HOLDERS OF THE EXISTING NOTES,
THERE IS NO OBLIGATION ON THE FOURTH ISSUER NOTE TRUSTEE TO
EXERCISE ANY SUCH DISCRETION AND THE FOURTH ISSUER NOTE TRUSTEE MAY
NOT EXERCISE ANY SUCH DISCRETION. EXISTING NOTEHOLDERS ARE
THEREFORE URGED TO EXERCISE THEIR RIGHT TO VOTE.
The attention of Existing Noteholders is drawn, in particular,
to the quorum required for the Meeting and for any adjourned
meeting which is set out in paragraphs (A) and (B) of "Voting and
Quorum" below. Having regard to such requirements, Existing
Noteholders are strongly urged either to attend the Meeting or to
take steps to be represented at the Meeting, as referred to below,
as soon as possible.
VOTING AND QUORUM
The following is a summary of the arrangements which have been
made for the purpose of Existing Noteholders (in this section,
referred to as the Noteholders) voting in respect of the
Extraordinary Resolution to be proposed at the Meeting as set out
above in respect of their Existing Notes (in this section, referred
to as the Notes). These arrangements satisfy the requirements of
the provisions contained in the Fourth Issuer Trust Deed relating
to the meetings of Noteholders convened for the purpose of passing
Extraordinary Resolutions. Full details of these arrangements are
set out in Schedule 4 (Provisions for Meetings of Fourth Issuer
Noteholders) to the Fourth Issuer Trust Deed. The voting procedures
for the Meeting are described below.
Copies of the Fourth Issuer Trust Deed are available for
inspection by the Noteholders during usual business hours at the
specified offices of the Principal Paying Agent, on any weekday
(public holidays excepted) and in the Data Room up to and including
the date of the Meeting and at the Meeting.
All the Notes are represented by a global note and are held by a
common depositary for Euroclear Bank S.A./N.V. (Euroclear) and
Clearstream Banking, societe anonyme (Clearstream, Luxembourg)
(together, the Clearing Systems).
Any Noteholder who wishes to vote in respect of the
Extraordinary Resolution should: (i) in the case of a beneficial
owner whose Notes are held in book-entry form by a custodian,
request such beneficial owner's custodian to vote on the
Extraordinary Resolution in accordance with the procedures set out
below or (ii) in the case of a Noteholder whose Notes are held in
book-entry form directly in the relevant Clearing System, vote on
the Extraordinary Resolution in accordance with the procedures set
out below.
Noteholders should note that the timings and procedures set out
below reflect the requirements for Noteholder meetings set out in
Schedule 4 (Provisions for meetings of Fourth Issuer Noteholders)
to the Fourth Issuer Trust Deed, but that the Clearing Systems may
have their own additional requirements as to timings and procedures
for voting on the Extraordinary Resolution. Accordingly,
Noteholders wishing to vote in respect of the Extraordinary
Resolution are strongly urged either to contact their custodian (in
the case of a beneficial owner whose Notes are held in book-entry
form by a custodian) or the relevant Clearing System (in the case
of a Noteholder whose Notes are held in book-entry form directly in
the relevant Clearing System), as soon as possible.
(A) For Notes held through Euroclear or Clearstream,
Luxembourg:
Each person who is the owner of a particular nominal amount of
the Notes, as shown in the records of Euroclear, Clearstream,
Luxembourg or their respective accountholders (an Accountholder)
should note that they are not the legal 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.
1. An Accountholder wishing to attend and vote at the Meeting in
person should contact the relevant Clearing System to make
arrangements for the issue of a voting certificate in respect of
the Notes in which they have an interest for the purpose of
attending and voting at the Meeting in person.
2. If an Accountholder wishes to obtain a voting certificate
from the Principal Paying Agent, he must deposit or block his Note
at least 48 hours before the time fixed for the Meeting with or to
the order of the Principal Paying Agent with a bank or other
depository nominated by the Principal Paying Agent for the
purpose.
3. If an Accountholder wishes the votes attributable to his Note
to be included in a block voting instruction, (a) he must make
arrangements for the votes relating to such Notes to be included in
a block voting instruction with the relevant Clearing System in
time for the relevant Clearing System to arrange for the Tabulation
Agent to be appointed as a proxy (proxy) not later than 48 hours
before the time fixed for the Meeting; (b) he must deposit or block
his Note at least 48 hours before the time fixed for the Meeting
with or to the order of the Principal Paying Agent with a bank or
other depository nominated by the Principal Paying Agent for the
purpose; and (c) he or a duly authorised person on his behalf must
direct the Tabulation Agent how those votes are to be cast.
4. Each block voting instruction shall be deposited at such
place as the Fourth Issuer Note Trustee shall approve at least 24
hours before the time appointed for holding the Meeting and in
default the block voting instruction shall not be treated as valid
unless the chairman of the Meeting decides otherwise before the
Meeting proceeds to business. A copy of each block voting
instruction shall be deposited with the Fourth Issuer Note Trustee
before the commencement of the Meeting but the Fourth Issuer Note
Trustee shall not be obliged to investigate or be concerned with
the validity or the authority of the proxy appointed in any such
block voting instruction.
5. An Accountholder whose Note(s) are held at the relevant
Clearing System who wishes to obtain a voting certificate or give a
voting instruction instructing the Principal Paying Agent in
respect of such Note(s) to appoint a proxy to attend and vote at
the Meeting on his behalf should not less than 48 hours before the
time appointed for the holding of the Meeting and within the
relevant time limit specified by the relevant Clearing System,
request the relevant Clearing System to block his Note(s) in his
own account and hold the same to the order or under the control of
the Principal Paying Agent in respect of such Note(s).
An Accountholder whose Note(s) have been so blocked will thus be
able to obtain a voting certificate from, or procure that a voting
instruction is given in accordance with the procedures of,
Euroclear and/or Clearstream, Luxembourg, to the Principal Paying
Agent. Notes so blocked will be released in accordance with the
procedures of Euroclear and/or Clearstream, Luxembourg, as the case
may be.
(B) General provisions relating to the Meeting:
1. You may vote on the proposed Extraordinary Resolution by
either requesting a voting certificate in the manner described
above which will allow you to attend and vote at the Meeting as the
bearer of a voting certificate or arranging to deliver voting
instructions through the Clearing Systems or a form of proxy with
respect to your Notes
2. The quorum for the Meeting shall be one or more persons
present holding Notes or voting certificates or being proxies or
representatives and holding or representing in the aggregate not
less than fifty per cent. in Principal Amount Outstanding of the
Notes of the relevant Class.
3. If a quorum is not present within 15 minutes (or such longer
period not exceeding 30 minutes as the chairman may decide) from
the time appointed for the Meeting, the Meeting will be adjourned
in accordance with the provisions of the Fourth Issuer Trust Deed.
At any adjourned meeting, the quorum shall be one or more persons
present holding Notes or voting certificates or being proxies or
representing Noteholders, whatever the aggregate Principal Amount
Outstanding of the Notes so held or represented. Noteholders should
note that voting certificates obtained and proxies or
representatives appointed in respect of the Meeting shall remain
valid for the adjourned Meeting unless validly revoked.
4. Each question submitted to the Meeting shall be decided in
the first instance 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 of the Meeting, the Fourth Issuer, the Fourth Issuer
Note Trustee or any person voting at the Meeting.
5. On a show of hands every person who is present in person and
who is a holder of Notes or who produces a voting certificate or
who is a proxy or representative shall have one vote. On a poll
every person who is so present shall have one vote in respect of
each GBP1 Sterling in principal amount of the Notes represented by
the voting certificate so produced or in respect of which he is a
proxy or representative or in respect of which he is the holder.
Without prejudice to the obligations of proxies named in any block
voting instruction or form of proxy, any person entitled to more
than one vote need not use all his votes or cast all his votes in
the same way. In a case of equality of votes, the chairman of the
Meeting shall, both on a show of hands and on a poll, have a
casting vote in addition to the vote or votes (if any) which he may
have as a Noteholder or as a holder of a voting certificate or as a
proxy or as a representative.
6. To be passed, the Extraordinary Resolution requires a
majority in favour consisting of not less than three-fourths of the
persons voting at the Meeting upon a show of hands or, if a poll is
duly demanded, by a majority consisting of not less than
three-fourths of the votes cast on such poll.
If passed, the Extraordinary Resolution will be binding on all
the Noteholders, whether or not present at the Meeting and whether
or not voting.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following (together, the Noteholder Information)
will be available from the date of the Notice for inspection by
Existing Noteholders at the specified office of the Principal
Paying Agent and from 6 June 2011 for inspection in an on-line data
room accessible to Existing Noteholders at
https://echo.irooms.net/MasterTrusts (the Data Room). Access to the
Noteholder Information in the Data Room will be provided to
Existing Noteholders on request to the Tabulation Agent and the
production of evidence satisfactory to the Tabulation Agent of an
entity's status as an Existing Noteholder and, in the case of a
corporation, that the individual is a duly authorised
representative of an Existing Noteholder.
(a) this RNS Notice;
(b) the full Notice incorporating the Explanatory
Memorandum;
(c) the Base Prospectus of the Fourth Issuer dated 14 October
2005;
(d) for reference purposes, the Fourth Issuer Trust Deed, the
draft Seventh Amended and Restated Master Definitions Schedule and
the Issuer Master Definitions Schedule; and
(e) each of the following Extraordinary Resolution Amendment
Documents being (as defined in the Explanatory Memorandum): (i) the
Amended and Restated Fourth Issuer Bank Account Agreement; (ii) the
Amended and Restated Bank Account Agreement; (iii) the Amended and
Restated Funding Swap Agreement; (iv) the Z Loan Agreement; (v) the
Supplemental Funding Deed of Charge; (vi) the Amended and Restated
Cash Management Agreement; (vii) the Amended and Restated Mortgages
Trust Deed; (viii) the Amended and Restated Mortgage Sale
Agreement; (ix) the Supplemental Fourth Issuer Trust Deed; (x) the
Supplemental Fourth Issuer Deed of Charge; (xi) the Seventh Amended
and Restated Master Definitions Schedule; and (xii) the Conditional
Note Purchase Deed.
The Notice should be read in conjunction with the Noteholder
Information.
The Noteholder Information may be supplemented from time to
time. Existing Noteholders should note that the Amendment Documents
may be subject to amendment (where such amendments are in line with
the Proposed Amendments) up until 10 days prior to the date fixed
for the Meeting. Should such amendments be made, blacklined copies
(showing the changes from the originally available Amendment
Documents) and clean versions will be available for inspection at
the specified office of the Principal Paying Agent and in the Data
Room.
Existing Noteholders will be informed of amendments to the
Amendment Documents by RNS and/or (where they have previously
accessed the Data Room) by e-mail.
Existing Noteholders may access the Data Room or inspect the
Amendment Documents at the specified office of the Principal Paying
Agent one or more times prior to and on the date that the Meeting
is held.
Existing Noteholders who request access to the Data Room will be
deemed to have authorised the Tabulation Agent to pass their
details on to Lloyds TSB Bank plc and Bank of Scotland plc and
their advisers.
CONTACT INFORMATION
Further information relating to the Proposed Amendments can be
obtained from Lloyds Bank Corporate Markets directly:
Lloyds Bank Corporate Markets 10 Gresham Street London EC2V
7AE
Telephone number: Bob Paterson: +44 (0) 20 7158 2110
Eliz Safa: +44 (0) 20 7158 2036
Email: structuredlm@lloydsbanking.com
The address of the Fourth Issuer, the Principal Paying Agent,
the Tabulation Agent and the Fourth Issuer Note Trustee are set out
below:
Fourth Issuer Principal Paying Agent
Mound Financing (No.4) PLC The Bank of New York Mellon One Canada
c/o Wilmington Trust SP Services Square London E14 5AL Fax: +44 (0) 20
(London) Limited 7964 2533 Attention: Charles Leahy
Third Floor, 1 King's Arms Yard Email:
London EC2R 7AF bnym.structured.finance.team.2@bnymellon
.com
Tabulation Agent Fourth Issuer Note Trustee
Lucid Issuer Services Limited The Bank of New York Mellon
Leroy House One Canada Square
436 Essex Road London E14 5AL
London N1 3QP
Telephone number: +44 (0) 20 7704
0880
Email: Lloydsbank@lucid-is.com
Participants in Euroclear or Clearstream, Luxembourg who wish to
obtain further information on how to vote at the Meeting should
contact:
Lucid Issuer Services Limited Leroy House 436 Essex Road London
N1 3QP
Telephone number: +44 (0) 20 7704 0880 Email:
Lloydsbank@lucid-is.com
ANNOUNCEMENTS
If the Fourth Issuer is required to make an announcement
relating to matters set out in the Notice, any such announcement
will be made in accordance with all applicable rules and
regulations via (i)notices to the Clearing Systems for
communication to Existing Noteholders, (ii) an RNS announcement
and/or (iii) a notice published on Bloomberg.
A pre-recorded call describing the Proposed Amendments will be
available from 6 June 2011 to the date fixed for the holding of the
Meeting.
The details for the call are:
UK Direct: +44 (0) 207 136 9233 / UK Freefone: 0800 032 9687
Passcode: 57325838
Mound Financing (No.4) PLC
Dated: 3 June, 2011
This information is provided by RNS
The company news service from the London Stock Exchange
END
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