Notice of EGM
August 14 2009 - 9:54AM
UK Regulatory
TIDM48DW
RNS Number : 4930X
RMPA Services PLC
14 August 2009
RMPA SERVICES PLC
8 Canada Square
London
E14 5HQ
("ProjectCo")
14 August 2009
Notice to Bondholders
RMPA Services PLC
(a public company incorporated under the laws of England and Wales,
under company number 4943863)
GBP679,949,000 5.337 per cent. Guaranteed Secured Bonds due 2038 (including
GBP100,000,000 of Variation Bonds)
(the "Bonds")
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 IMMEDIATELY FROM THEIR STOCKBROKER,
SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.
All capitalised terms used herein and not otherwise defined are defined in a
master definitions schedule (the "Master Definitions Schedule") dated 9 February
2004 and failing that in the Bond Trust Deed (as defined below).
NOTICE IS HEREBY GIVEN that pursuant to the provisions of schedule 5 (Provisions
for Meetings of Bondholders) of the bond trust deed dated 9 February 2004 (the
"Bond Trust Deed") made between ProjectCo, Ambac Assurance UK Limited ("Ambac")
and Prudential Trustee Company Limited (the "Bond Trustee"), a meeting (the
"Meeting") of the Bondholders convened by ProjectCo will be held at Ashurst LLP,
Broadwalk House, 5 Appold Street, London EC2A 2HA on 7 September 2009 at 10.00
a.m. (London time) in respect of the Bonds for the purpose of considering and,
if thought fit, passing the following resolutions which shall be proposed as
Extraordinary Resolutions, in accordance with the provisions of the Bond Trust
Deed.
EXTRAORDINARY RESOLUTIONS
"THAT THIS MEETING of the holders of the GBP679,949,000 5.337 per cent.
Guaranteed Secured Bonds due 2038 (including GBP100,000,000 of Variation Bonds)
(the "Bonds") of RMPA Services PLC ("ProjectCo") which are outstanding and were
constituted and issued pursuant to a bond trust deed dated 9 February 2004 (the
"Bond Trust Deed") made between ProjectCo, Ambac Assurance UK Limited and
Prudential Trustee Company Limited (the "Bond Trustee") as trustee for the
holders of the Bonds (the "Bondholders") hereby:
1. sanctions and consents to the amendment of Condition 7 (Payment and Exchange
of Talons) of the terms and conditions of the Bonds contained in Schedule 4
(Terms and Conditions of the Bonds) of the Bond Trust Deed by the deletion of
the amounts in respect of the Payment Dates from and including 30 September 2009
to and including 31 March 2012 in the existing table set out in paragraph (a)
(Scheduled Payments) of Condition 7 and the insertion of the revised amounts
contained in the table set out in the Schedule (the "Proposed Amendment") in
accordance with the provisions of the Bond Trust Deed constituting the Bonds;
and
2. authorises and requests the Bond Trustee to concur in and to execute all such
documents, deeds or instruments, and do or take all things and actions as may be
necessary or desirable to carry out and give effect to the Proposed Amendment,
in particular, in order to give effect to the Proposed Amendment, forthwith to
execute a Supplemental Bond Trust Deed in the form of the draft produced to this
Meeting and for the purposes of identification signed by the Chairman of it with
such amendments (if any) to it as the Bond Trustee shall require;
3. discharges and exonerates the Bond Trustee from any and all liability in
respect of any act or omission for which it may have become responsible under
the Bond Trust Deed or any Senior Finance Document and/or the Bonds in
connection with this Extraordinary Resolution or its implementation, the
Proposed Amendment or the implementation thereof; and
4. acknowledges that all capitalised terms used herein in this Extraordinary
Resolution and not otherwise defined are defined in a master definitions
schedule (the "Master Definitions Schedule") dated 9 February 2004 and failing
that in the Bond Trust Deed."
Bondholders should be aware that, pursuant to Condition 13(a)(i)(b), any
modification of the Conditions is subject to the prior written consent of Ambac
if it is the Credit Provider. Ambac gave such consent on 14 August 2009.
Copies of the Bond Trust Deed, the Master Definitions Schedule, the Supplemental
Bond Trust Deed and certain other Senior Finance Documents will be available for
inspection by Bondholders at the specified office of the Principal Paying Agent
set out below and at the offices of Ashurst LLP, Broadwalk House, 5 Appold
Street, London EC2A 2HA. Bondholders may at any time during normal business
hours on any weekday (Saturdays, Sundays and bank and other public holidays
excepted) prior to the date of and commencement of the Meeting or any adjourned
meeting attend the offices of the Principal Paying Agent to inspect the
documents.
In accordance with normal practice, the Bond Trustee expresses no opinion on the
merits of the Proposed Amendment set out above and makes no representation as to
the completeness or accuracy of this notice, but has authorised it to be stated
that it has no objection to the Proposed Amendment set out above being submitted
to the Bondholders for their consideration. The Bond Trustee strongly recommends
that each Bondholder who is in any doubt as to the impact of the Proposed
Amendment or the consequences of its implementation should consult with
appropriate professional advisers.
QUORUM, ATTENDANCE AND VOTING
The provisions governing the convening and holding of the Meeting are set out in
schedule 5 to the Bond Trust Deed, a copy of which is available for inspection
by the Bondholders during normal business hours at the specified office of the
Principal Paying Agent set out below and at the offices of Ashurst LLP,
Broadwalk House, 5 Appold Street, London EC2A 2HA.
Quorum
The quorum required at the Meeting is at least two persons present representing
or holding not less than 75 per cent. of the aggregate outstanding principal
amount of the Bonds.
If a quorum is not present at the Meeting within 15 minutes after the time fixed
for the Meeting, the Meeting will be adjourned for such period (which shall not
be less than 14 days and not more than 42 days) and to such place as the
Chairman determines (with the approval of the Bond Trustee). The quorum required
at any such adjourned meeting will be at least two persons present representing
or holding not less than 25 per cent. of the aggregate outstanding principal
amount of the Bonds.
Attendance - Bondholders and Proxies
Bondholders wishing to attend and vote
Bondholders wishing to attend and vote at the Meeting may obtain a Voting
Certificate from the Principal Paying Agent or the Paying Agent (together the
"Paying Agents") by depositing their Bonds with such Paying Agent not later than
48 hours before the time fixed for the Meeting.
A Voting Certificate shall be valid until the release of the Bonds to which it
relates. For as long as a Voting Certificate is valid, the bearer thereof shall
be deemed to be the holder of the Bonds to which it relates for all purposes in
connection with the Meeting.
Bondholders wishing to appoint a Proxy
A Bondholder not wishing to attend and vote at the Meeting in person may either
deliver his Bond(s) or 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.
Bonds may be deposited with any Paying Agent or (to the satisfaction of such
Paying Agent) held to its order or under its control by Euroclear Bank SA/NV or
Clearstream Banking, société anonyme or any other person approved by it, for the
purpose of obtaining Voting Certificates or giving voting instructions not later
than 48 hours before the time appointed for holding the Meeting (or, if
applicable, any adjournment of such Meeting), in respect of the relative
Meeting. Notes so deposited or held will not be released until the earlier of
the conclusion of the Meeting (or, if applicable, any adjournment of such
Meeting) and the surrender of the Voting Certificate(s) or, not less than 48
hours before the time for which the Meeting for, if applicable, any adjournment
of such Meeting) is convened, the voting instruction receipt(s) issued in
respect thereof.
"24 hours" means a period of 24 hours including all or part of a day upon which
banks are open for business in both the place where the relevant Meeting is to
be held and in each of the places where the Paying Agents have their specified
offices (disregarding for this purpose the day upon which such Meeting is to be
held) and such period shall be extended by one period or, to the extent
necessary, more periods of 24 hours until there is included as aforesaid all or
part of a day upon which banks are open for business as aforesaid; and
"48 hours" means two consecutive periods of 24 hours.
Voting
Every question submitted to the Meeting will be decided in the first instance by
a show of hands. Unless a poll is validly demanded before or at the time that
the result is declared, the Chairman's declaration that on a show of hands the
Extraordinary Resolution has been passed, passed by a particular majority,
rejected or rejected by a particular majority shall be conclusive, without proof
of the number of votes cast for, or against, the Extraordinary Resolution. On a
show of hands every Voter shall have one vote
A demand for a poll shall be valid if made by the Chairman, ProjectCo, Ambac,
the Bond Trustee or by one or more Voters representing or holding not less than
one fiftieth of the aggregate outstanding principal amount of the Bonds. The
poll may be taken immediately or after such adjournment as the Chairman directs.
On a poll every Voter shall have one vote in respect of each GBP10,000 in
aggregate outstanding principal amount of the Bond(s) represented or held by
him.
Without prejudice to the terms of any Block Voting Instruction, a Voter shall
not be obliged to exercise all the votes to which he is entitled or to cast all
the votes which he exercises in the same way. In the case of a voting tie the
Chairman shall have a casting vote.
The majority required to pass the Extraordinary Resolutions is at least 75 per
cent. of the votes cast. If passed at the Meeting, the Extraordinary Resolutions
shall be binding upon all the Bondholders, whether or not present at the Meeting
and whether or not voting. Notice of the result of every vote on the
Extraordinary Resolutions shall be given to the Bondholders within 14 days of
the conclusion of the Meeting.
Subject to the Extraordinary Resolutions being passed and all relevant documents
being executed, the Proposed Amendment and the Ancillary Amendments shall become
effective and the Bondholders will be notified in accordance with the
Conditions.
Bondholders who have queries concerning anything mentioned in this notice may
contact the Principal Paying Agent at the details given below.
This notice is given by:
RMPA Services PLC
8 Canada Square
London
E14 5HQ
By: ______________________________
CONTACT DETAILS:
+------------------------------+-----------------------------------------+
| Issuer: | RMPA Services PLC |
| | 8 Canada Square |
| | London |
| | E14 5HQ |
| | Attention: The Directors |
| | Facsimile: 020 7250 3853 |
+------------------------------+-----------------------------------------+
| Ambac: | Ambac Assurance UK Limited |
| | 6 Broadgate |
| | London |
| | EC2M 2QS |
+------------------------------+-----------------------------------------+
| Bond Trustee: | Prudential Trustee Company Limited |
| | Laurence Pountney Hill |
| | London |
| | EC4R 0HH |
+------------------------------+-----------------------------------------+
| Principal Paying Agent: | Royal Bank of Canada Europe Limited |
| | 71 Queen Victoria Street |
| | London |
| | EC4V 4DE |
| | Email: UK-BondAgencySetts@rbccm.com |
+------------------------------+-----------------------------------------+
| Paying Agent: | Royal Bank of Canada (Suisse) |
| | Rue Diday 6 |
| | 1204 Geneva |
| | Switzerland |
| | |
+------------------------------+-----------------------------------------+
Schedule
Revised table entries in respect of the Payment Dates from and including 30
September 2009 to and including 31 Match 2012 to be inserted in
paragraph (a) of Condition 7 of Schedule 4 to the Bond Trust Deed
+--------------+--------------+--------------+--------------+--------------+
| A Payment |B. Principal | C Interest | D. Total | E |
| Date | amount per |payments per | payment per | Outstanding |
| |GBP1000 Bond | GBP1,000 | GBP1,000 | principal |
| | to be | Bond | Bond | amount per |
| | redeemed | | | GBP,1000 |
| | | | | original |
| | | | | principal |
| | | | | amount Bond |
+--------------+--------------+--------------+--------------+--------------+
| 30/09/09 | 89.67 | 26.69 | 116.36 | 910.33 |
+--------------+--------------+--------------+--------------+--------------+
| 31/03/10 | 0 | 24.29 | 24.29 | 910.33 |
+--------------+--------------+--------------+--------------+--------------+
| 30/09/10 | 4.59 | 24.29 | 28.88 | 905.74 |
+--------------+--------------+--------------+--------------+--------------+
| 31/03/11 | 4.80 | 24.17 | 28.97 | 900.94 |
+--------------+--------------+--------------+--------------+--------------+
| 30/09/11 | 5.01 | 24.04 | 29.05 | 895.93 |
+--------------+--------------+--------------+--------------+--------------+
| 31/03/12 | 5.22 | 23.91 | 29.13 | 890.71 |
+--------------+--------------+--------------+--------------+--------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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