Notice to Bondholders
April 06 2009 - 9:23AM
UK Regulatory
TIDM35PS
RNS Number : 2146Q
Premiertel plc
06 April 2009
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF
BONDHOLDERS 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.
IMPORTANT NOTICE TO THE HOLDERS OF THE
GBP77,500,000 Class A 5.683 per cent. Bonds due 2029
ISIN XS0180245515
(the "Class A Bonds")
GBP208,707,000 Class B 6.175 per cent. Bonds due 2032
ISIN XS0180245945
(the "Class B Bonds")
issued by
Premiertel plc
(the "Issuer")
on 25 November 2003
The "Class A Bonds" and the "Class B Bonds" are together referred to as the
"Bonds".
Capitalised terms used but not otherwise defined in this notice shall have the
meanings ascribed to them in the Terms and Conditions of the Bonds set out in
the Trust Deed (the "Trust Deed") dated 25 November 2003 and entered into
between the Issuer and LaSalle Global Trust Services Limited (formerly ABN AMRO
Trustees Limited) as trustee (the "Trustee") and the Masters Definition Schedule
signed for identification on 25 November 2003.
We refer to the notice to Bondholders issued by the Issuer on 19 February 2009
(the "Conference Call Summary Notice"). In the Conference Call Summary Notice,
the Issuer informed Bondholders that the interest currently earned on the
proceeds of the Standby Drawing which are standing to the credit of the Account
Bank is SONIA less 0.5 per cent.. During the current Interest Period this is
estimated by the Cash Manager to amount to circa GBP6,000, although it should be
noted that SONIA changes daily and so the interest earned may be more or less
than this amount.
The amount of interest which is expected to be earned on the Standby Drawing is
significantly less than the amounts which the Issuer is liable to pay to the
Liquidity Facility Provider under the terms of the Liquidity Facility Agreement.
Pursuant to clause 8.1 of the Liquidity Facility Agreement the rate of interest
payable on any Liquidity Facility Loan (which is defined to include a Standby
Drawing) is the aggregate of (a) the Margin (being 125 bps per annum), LIBOR and
the Additional Percentage (being the rate calculated in accordance with Schedule
4 to the Liquidity Facility Agreement). The interest payable on the Standby
Drawing in relation to the current Interest Period will amount to
GBP129,251.70. Therefore for as long as the Standby Drawing remains drawn there
will be a significant incremental cost to the transaction.
Under the terms of the Issuer-Borrower Loan Agreement, the Borrower is obliged
to pay the "Periodic Fee" to the Issuer on each Loan Interest Payment Date. The
"Periodic Fee" in respect of the Issuer-Borrower Loan Agreement includes the
scheduled fees, costs and expenses payable by the Issuer on the corresponding
Interest Payment Date to the Liquidity Facility Provider (including interest
owing to the Liquidity Facility Provider (if any) pursuant to the Liquidity
Facility Agreement) and any additional costs, fees or expenses or other amounts
payable by the Issuer not otherwise covered in the Issuer-Borrower Loan
Agreement. In turn, under the terms of the Borrower-PropCo Loan Agreement, each
of the Property Companies shall pay the "Periodic Fee" to the Borrower on each
Interest Payment Date. The "Periodic Fee" in respect of the Borrower-Propco Loan
Agreement similarly includes the scheduled fees, costs and expenses payable by
the Borrower on the corresponding Interest Payment Date to the Issuer.
Although the Issuer can recharge the costs of the Standby Drawing to the
Property Companies through the payment of the Periodic Fee, the Property
Companies' ability to meet their respective obligations to pay the Periodic Fee
is limited due to their being special purpose companies with limited assets.
From the Interest Payment Date falling on 8 May 2009, the Periodic Fee payable
by the Property Companies to the Borrower, and in turn from the Borrower to the
Issuer, will include amounts representing interest due and payable by the Issuer
to the Liquidity Facility Provider. The increased amount of the "Periodic
Fee" is expected to give rise to a shortfall in amounts available to the
Property Companies to meet their increased obligations under the Borrower-Propco
Loan Agreement and, in turn, to a shortfall in amounts available to the Borrower
to meet its increased obligations under the Issuer-Borrower Loan Agreement,
requiring the Borrower to use funds standing to the credit of the Interest
Shortfall Reserve Account.
Having made enquiries the Issuer has concluded that liquidity facilities
from institutions which possess the "Requisite Ratings" ("A-1+ Institutions")
are not currently available in the market on the terms of the Liquidity Facility
Agreement and therefore it will not be able to replace the Liquidity Facility
Provider with an A-1+ institution.
Following discussions with the Borrower, the Cash Manager and the Trustee on
Tuesday 24 March 2009, the Issuer forecasts that there will be insufficient cash
in the structure to support the interest costs of the Standby Drawing in the
near future should the Standby Drawing continue to remain outstanding.
Clause 6.3.3 of the Liquidity Facility Agreement permits the Issuer to elect to
repay the Standby Drawing as a result of the Issuer not having available to it
sufficient funds to pay interest and other amounts due and payable in respect of
the Standby Drawing.
The Issuer therefore proposes to repay the Standby Drawing pursuant to Clause
6.3.3 of the Liquidity Facility Agreement for the following reasons:
the Standby Drawing represents a significant incremental cost to the transaction
which cannot be sustained on an ongoing basis by the existing structure;
liquidity is not currently required to be drawn and the Issuer considers that
the Standby Drawing being drawn provides less protection to the transaction than
the continued availability of amounts standing to the credit of the Interest
Shortfall Reserve Account which, if the Standby Drawing remains drawn, would be
used in paying the increased amount of the Periodic Fee;
the Issuer has been unable to replace The Royal Bank of Scotland plc ("RBS") as
the Liquidity Facility Provider with another A-1+ institution and does not
expect to be able to do so in the current economic climate; and
were the Issuer able to secure a replacement liquidity facility provider it
would be likely to charge significantly higher fees and interest than those
payable under the Liquidity Facility Agreement.
Unless the Issuer receives objections from Bondholders within 7 days of the date
of this notice (in response to which the Issuer may call a meeting of
Bondholders to vote on a resolution relating to the repayment the Standby
Drawing) it will repay the Standby Drawing pursuant to Clause 6.3.3 of the
Liquidity Facility Agreement on or as soon as practicable after 14 April 2009.
Queries may be addressed to the Issuer as follows:
+---------------------------+-----------------------------------------------------------------------------------+
| | |
+---------------------------+-----------------------------------------------------------------------------------+
| | Premiertel plc |
+---------------------------+-----------------------------------------------------------------------------------+
| | c/o Structured Finance Management Limited |
+---------------------------+-----------------------------------------------------------------------------------+
| | 35 Great St Helen's |
+---------------------------+-----------------------------------------------------------------------------------+
| | London EC3A 6AP |
+---------------------------+-----------------------------------------------------------------------------------+
| Attention: | The Directors |
+---------------------------+-----------------------------------------------------------------------------------+
| Telephone: | 020 7398 6300 |
+---------------------------+-----------------------------------------------------------------------------------+
| Fax: | 020 7398 6325 |
+---------------------------+-----------------------------------------------------------------------------------+
| e-mail: | directors@sfmlimited.com |
+---------------------------+-----------------------------------------------------------------------------------+
| Ref: | Premiertel plc |
+---------------------------+-----------------------------------------------------------------------------------+
| |
+---------------------------------------------------------------------------------------------------------------+
| Queries may also be addressed to the Trustee as follows: |
+---------------------------------------------------------------------------------------------------------------+
| | LaSalle Global Trust Services Limited |
+---------------------------+-----------------------------------------------------------------------------------+
| | 5 Canada Square |
+---------------------------+-----------------------------------------------------------------------------------+
| | London |
+---------------------------+-----------------------------------------------------------------------------------+
| | E14 5AQ |
+---------------------------+-----------------------------------------------------------------------------------+
| Attention: | Premiertel plc |
+---------------------------+-----------------------------------------------------------------------------------+
| Telephone: | 020 7174 9566 / 020 7174 9573 |
+---------------------------+-----------------------------------------------------------------------------------+
| Fax: | 020 7174 6514 |
+---------------------------+-----------------------------------------------------------------------------------+
| e-mail: | mbs.notices@lasallegts.com |
+---------------------------+-----------------------------------------------------------------------------------+
| Ref: | Premiertel plc |
+---------------------------+-----------------------------------------------------------------------------------+
| | |
+---------------------------+-----------------------------------------------------------------------------------+
| This Notice is given by the Issuer and the Trustee. |
+---------------------------------------------------------------------------------------------------------------+
| 3 April 2009 | |
+---------------------------+-----------------------------------------------------------------------------------+
e-mail:
This information is provided by RNS
The company news service from the London Stock Exchange
END
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