TIDM35YP
RNS Number : 6078H
Permanent Financing (No.6) PLC
31 May 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 SIXTH ISSUER TODAY, INCLUDING THE EXPLANATORY
MEMORANDUM ATTACHED THERETO, AND YOU ARE ENCOURAGED TO READ THIS
ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.
PERMANENT FINANCING (NO. 6) PLC
(the "Sixth Issuer")
NOTICE OF MEETINGS
FIRST MEETING
A meeting of the holders of the
Permanent No.6 GBP500,000,000 Series 5 Class A1 Residential
Mortgage Backed Notes due 2042 (ISIN XS0205328742)
Permanent No.6 GBP500,000,000 Series 5 Class A2 Residential
Mortgage Backed Notes due 2042 (ISIN XS0205326969)
(together the "Existing Class A Noteholders" and the "Existing
Class A Notes" respectively)
SECOND MEETING
A meeting of the holders of the
Permanent No.6 GBP34,800,000 Series 5 Class B Residential
Mortgage Backed Notes due 2042 (ISIN XS0205327777)
(the "Existing Class B Noteholders" and the "Existing Class B
Notes" respectively)
THIRD MEETING
A meeting of the holders of the
Permanent No.6 GBP33,700,000 Series 5 Class C Residential
Mortgage Backed Notes due 2042 (ISIN XS0205328155)
(the "Existing Class C Noteholders" and the "Existing Class C
Notes" respectively)
(together, the Existing Class A Noteholders, the Existing Class
B Noteholders and the Existing Class C Noteholders are referred to
as the "Existing Noteholders"; together, the Existing Class A
Notes, the Existing Class B Notes and the Existing Class C Notes
are referred to as the "Existing Notes")
NOTICE IS HEREBY GIVEN that a separate meeting (each, a Meeting)
at the offices of Allen & Overy LLP, One Bishops Square, London
E1 6AD of the holders of:
-- all the Existing Class A Notes is hereby convened by the
Sixth Issuer on 23 June 2011 at 10:00 am (London time) and 11:00 am
(CET) for the purpose of considering and, if thought fit, passing
the Extraordinary Resolution set out below;
-- all the Existing Class B Notes is hereby convened by the
Sixth Issuer on 23 June 2011 at 10:30 am (London time) and 11:30 am
(CET) for the purpose of considering and, if thought fit, passing
the Extraordinary Resolution set out below; and
-- all the Existing Class C Notes is hereby convened by the
Sixth Issuer on 23 June 2011 at 11:00 am (London time) and 12:00 pm
(CET) for the purpose of considering and, if thought fit, passing
the Extraordinary Resolution set out below,
in each case in accordance with the provisions of the sixth
issuer trust deed dated 18 November 2004 (as amended, restated and
supplemented from time to time) (the Sixth Issuer Trust Deed) made
between the Sixth Issuer and The Bank of New York Mellon (the 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 announcement shall, except where the
context otherwise requires and save where otherwise defined herein
or in the Notice issued by the Sixth Issuer today, bear the
meanings ascribed to them in:
(1) the draft Amended and Restated Master Definitions and
Construction Schedule proposed to be entered into in relation to
the Proposed Amendments; and
(2) (to the extent not defined in the draft Amended and Restated
Master Definitions and Construction Schedule) the Sixth Issuer
master definitions and construction schedule dated 18 November
2004, as amended and restated from time to time (the Sixth Issuer
Master Definitions and Construction Schedule).
The Notice (including the Explanatory Memorandum) is available
upon request from Lloyds Bank Corporate Markets.
The Notice (including the Explanatory Memorandum), the draft
Amended and Restated Master Definitions and Construction Schedule
and the Sixth Issuer Master Definitions and Construction Schedule
are available for inspection by Existing Noteholders at the
specified office of the Principal Paying Agent and in the Data Room
(as described below).
In accordance with normal practice, the Funding 1 Security
Trustee, the Security Trustee and the 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 Sixth 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 Sixth Issuer proposes to make certain amendments to the
Programme, 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).
The New S&P Counterparty Criteria do not permit the
grandfathering of existing notes or programmes and therefore the
Programme 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 Programme 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 Programme
may potentially result in (1) the ratings ascribed to all Existing
Class A Notes as well as other Series and Classes of Notes by
S&P and Fitch being downgraded or otherwise adversely affected
and (2) other adverse consequences for the holders of all Classes
of 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 Funding
1 General Reserve Fund with Funding 1 Z Loans (the Funding 1 Z
Loans), to be loaned on a subordinated basis by Bank of Scotland
plc (BOS) to Funding 1, which will be used to increase the Funding
1 Share of the Trust Property; and
-- increasing the amount of yield from the Loans in the
Portfolio (on a post Funding 1 Swap basis); 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 Account
Bank to the Sixth Issuer, Funding 1 and the Mortgages Trustee;
and
-- ensure that the ratings ascribed to all Existing Class A
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 and the other Existing Notes will not be
adversely affected as described above.
Please note that the Extraordinary Resolution Amendment
Documents have been delivered to the Rating Agencies for their
review and it is expected that the Rating Agencies will notify the
Sixth Issuer as to whether the Extraordinary Resolution Amendment
Documents are acceptable to them. Should any Rating Agency provide
notice prior to the execution of the Extraordinary Resolution
Amendment Documents that such Rating Agency may take adverse rating
action in relation to the Notes even if the Proposed Amendments are
implemented, then the Extraordinary Resolution Amendment Documents
will not be executed. The Sixth Issuer shall notify Existing
Noteholders if that happens.
Please note that although the Note Trustee may have certain
discretions under the Sixth Issuer Trust Deed to determine that any
proposed modification(s) will not be materially prejudicial to the
interests of the holders of any Class of Notes, there is no
obligation on the Note Trustee to exercise any such discretion and
the Note Trustee may not exercise any such discretion. Existing
Noteholders are therefore urged to exercise their right to
vote.
FORM OF EXTRAORDINARY RESOLUTION
EXTRAORDINARY RESOLUTION
The Extraordinary Resolution will be proposed in separate
meetings to the holders of (i) the Existing Class A Notes, (ii) the
ExistingClass B Notes and (iii) the Existing Class C Notes mutatis
mutandis and is in the following terms (with only such changes as
are required to reflect the holding of separate meetings of each
such Class of ExistingNoteholders):
"THAT this Meeting of the holders of the Existing Class [A/B/C]
Residential Mortgage Backed Notes (the Notes) of Permanent
Financing (No.6) PLC (the Sixth Issuer), constituted by a sixth
issuer trust deed dated 18 November 2004, as amended, restated and
supplemented from time to time (the Sixth Issuer Trust Deed) made
between the Sixth Issuer and The Bank of New York Mellon (the Note
Trustee) as trustee for the holders of the Notes (the Noteholders)
HEREBY RESOLVES as an Extraordinary Resolution (as defined in the
Sixth Issuer Trust Deed):
(a) (subject to paragraph (i) of this resolution) that each of
the Sixth Issuer, the 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 ExistingNotes and
subject to the Extraordinary Resolution);
(ii) enter into the Extraordinary Resolution Amendment Documents
as set out in paragraph 2 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 Sixth Issuer and approved by the Note
Trustee and the Security Trustee, in their sole discretion, or
required by the Note Trustee or the Security Trustee;
(b) (subject to paragraph (i) of this resolution) that the Sixth
Issuer, the Note Trustee and 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 Sixth
Issuer, the 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 described in paragraph (a) above) are authorised and
approved and the Sixth Issuer, the 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 Sixth Issuer, whether or not
such rights arise under the Sixth 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 Sixth 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 Note Trustee and the
Security Trustee from any responsibility or liability for which it
may have become or may become responsible under the Sixth Issuer
Trust Deed, the Sixth 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:
(i) the requisite majority of holders of each of the Existing
Class [A/B/C] Notes and the Existing Class [A/B/C] Notes voting in
favour of the Extraordinary Resolution in the same form (mutatis
mutandis) to be proposed at separate meetings of such holders
convened by the Sixth Issuer on or around 23 June 2011 or at any
adjournment thereof; and
(ii) the requisite majority of the holders of each class of
outstanding notes issued by each of Permanent Master Issuer PLC,
Permanent Financing (No.7) PLC, Permanent Financing (No.8) PLC and
Permanent Financing (No.9) 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 22
June 2011 (in respect of Permanent Master Issuer PLC ) and 23 June
2011 (in respect of the other issuers) or at any adjournment
thereof; and
(iii) the requisite majority of the holders of the class A notes
issued by Permanent Master Issuer PLC in September 2009, February
2010 and July 2010, voting in favour of an extraordinary resolution
relating to certain amendments proposed to be made to the Funding 2
Yield Reserve (being the second extraordinary resolution set out in
the Notice of Meetings issued by Permanent Master Issuer PLC on 31
May 2011), which will be proposed at separate meetings of such
holders convened by Permanent Master Issuer PLC on or around 22
June 2011 or at any adjournment thereof,
or, as applicable, the Note Trustee determining in each case
that the relevant modifications will not be materially prejudicial
to the interests of the holders of such Class (or Series and Class,
in the case of (iii) above) of Existing Notes and the note trustee
appointed by each of Permanent Master Issuer PLC, Permanent
Financing (No.7) PLC, Permanent Financing (No.8) PLC and Permanent
Financing (No.9) 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 31 May 2011 convening this Meeting."
GENERAL INFORMATION
PLEASE NOTE THAT ALTHOUGH THE NOTE TRUSTEE MAY HAVE CERTAIN
DISCRETIONS UNDER THE SIXTH ISSUER TRUST DEED TO DETERMINE THAT ANY
PROPOSED MODIFICATION(S) WILL NOT BE MATERIALLY PREJUDICIAL TO THE
INTERESTS OF THE HOLDER OF ANY CLASS OF NOTES, THERE IS NO
OBLIGATION ON THE NOTE TRUSTEE TO EXERCISE ANY SUCH DISCRETION AND
THE 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 voting in respect of
the Extraordinary Resolution to be proposed at the Meetings as set
out above. These arrangements satisfy the requirements of the
provisions contained in the Sixth 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 8 (Provisions for Meetings of Noteholders) to
the Sixth Issuer Trust Deed.
Copies of the Sixth Issuer Trust Deed are available for
inspection by the Existing 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 Existing 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) (the Clearing Systems).
Any Existing 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 an Existing 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.
Existing Noteholders should note that the timings and procedures
set out below reflect the requirements for Noteholder meetings set
out in Schedule 8 (Provisions for Meetings of Noteholders) to the
Sixth 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, Existing
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 an Existing 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 meetings in accordance with the procedures set out
below.
1. An Accountholder wishing to attend and vote at a 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 relevant 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 relevant
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 Note Trustee shall designate or approve at least 24
hours before the time appointed for holding the relevant Meeting
and in default the block voting instruction shall not be treated as
valid unless the chairman of the relevant Meeting decides otherwise
before the relevant Meeting proceeds to business. A copy of each
block voting instruction shall be deposited with the Note Trustee
before the commencement of the relevant Meeting but the Note
Trustee shall not be obliged to investigate or be concerned with
the validity or the authority of the proxy appointed.
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 relevant 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 Meetings:
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 each Meeting shall be two or more persons
present holding or representing 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 or of any one or
more series of the same Class, as applicable.
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 fixed for the relevant Meeting, such Meeting will be
adjourned in accordance with the provisions of the Sixth Issuer
Trust Deed. At any adjourned meeting, the quorum shall be two or
more persons present being or representing Noteholders, whatever
the aggregate Principal Amount Outstanding of such Notes of the
relevant Class or series of the same Class, as applicable, so held
or represented. Noteholders should note that voting certificates
obtained and proxies appointed in respect of a Meeting shall remain
valid for the relevant adjourned Meeting unless validly
revoked.
4. Each question submitted to the Meetings 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 relevant Meeting, the Sixth Issuer, the Note
Trustee or any person voting at the relevant Meeting.
5. On a show of hands every person who is present in person and
who produces a voting certificate or is a holder of Notes or 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 in
principal amount of the Notes so produced or represented by the
voting certificate 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, a 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 holder of a voting certificate or as a proxy.
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 relevant Meeting 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 of the relevant Class and/or Series of Classes, as
applicable, whether or not present at such Meeting and whether or
not voting, and upon all the holders of the coupons relating to the
Notes.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following (together, the Noteholder Information)
will be available (1) from the date of the Notice for inspection by
Existing Noteholders at the specified office of the Principal
Paying Agent and (2) from 1 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 Sixth Issuer dated 5 November
2004;
(d) for reference purposes, the Sixth Issuer Trust Deed, the
master definitions and construction schedule as amended and
restated on 8 April 2011 (the Master Definitions and Construction
Schedule) and the Sixth Issuer Master Definitions and Construction
Schedule; and
(e) each of the following Extraordinary Resolution Amendment
Documents being (as defined in the Explanatory Memorandum): (i) the
Amended and Restated Sixth Issuer Bank Account Agreement; (ii) the
Amended and Restated Bank Account Agreement; (iii) the Amended and
Restated Funding 1 Swap Agreement; (iv) the Funding 1 Z Loan
Agreement; (v) the Sixth Supplemental Funding 1 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 Sixth
Issuer Trust Deed; (x) the Supplemental Sixth Issuer Deed of
Charge; (xi) the Amended and Restated Master Definitions and
Construction Schedule; and (xii) the Eleventh Deed of Accession to
the Funding 1 Deed of Charge.
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 Extraordinary
Resolution 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 Extraordinary Resolution 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
Extraordinary Resolution 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
Extraordinary Resolution Amendment Documents at the specified
office of the Principal Paying Agent one or more times prior to and
on the date that the Meetings are 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 Bank of Scotland plc and its 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 Sixth Issuer, the Registrar, the Tabulation
Agent, the Principal Paying Agent, the Registrar, the Security
Trustee and the Note Trustee are set out below:
Sixth Issuer Tabulation Agent
Permanent Financing (No.6) PLC Lucid Issuer Services Limited
35 Great St Helen's Leroy House
London EC3A 6AP 436 Essex Road
London N1 3QP
Telephone number: +44 (0)20 7704
0880
Email: LloydsBank@lucid-is.com
Registrar Principal Paying Agent
Citibank, N.A. Citibank, N.A.
Citigroup Centre, Citigroup Centre,
Canada Square Canada Square
Canary Wharf Canary Wharf
London E14 5LB London E14 5LB
Telephone number: +44 (0)20 75005261:
Email: georgia.mitchell@citi.com
Note Trustee and Security Trustee
The Bank of New York Mellon
One Canada Square
London E14 5AL
ANNOUNCEMENTS
If the Sixth 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
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 1 June 2011 to the date fixed for the holding of the
Meetings.
The details for the call are:
UK Direct: 0207 136 9233
UK Freefone: 0800 032 9687
Passcode: 17344474
Permanent Financing (No. 6) PLC
Dated: 31 May, 2011
This information is provided by RNS
The company news service from the London Stock Exchange
END
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