TIDM93RF
RNS Number : 8875B
GenFinance II PLC
24 April 2012
Notice of Meeting and Extraordinary Resolution
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 CONSULT THEIR OWN INDEPENDENT PROFESSIONAL
ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT
2000 IMMEDIATELY.
GENFINANCE II PLC
(the "Issuer")
NOTICE OF A MEETING
of the holders of those of the
GBP250,000,000 6.064 per cent. Secured Bonds due 2039
(ISIN: XS0474146288)
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 Clifford
Chance LLP, 10 Upper Bank Street, London E14 5JJ on 16 May 2012 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 bond trust deed dated 21 December 2009 (the
"Trust Deed") made between the Issuer and Prudential Trustee
Company Limited (the "Bond Trustee") as bond 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 GBP250,000,000 6.064
per cent. Secured Bonds due 2039 of GenFinance II plc presently
outstanding (the "Bonds" and the "Issuer" respectively) constituted
by the bond trust deed dated 21 December 2009 (the Trust Deed) made
between the Issuer and Prudential Trustee Company Limited (the
"Bond Trustee") as bond 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, for the avoidance of doubt, the
Permanent Global Bond) including:
(i) the modification of the Terms and Conditions of the Bonds
(as set out in Schedule 4 to the Trust Deed) by:
(1) the deletion of the first two sentences of Condition 2(a)
and the insertion in its place of the following:
"The Bonds are serially numbered and in bearer form in
denominations of GBP100,000, and integral multiples of GBP1,000 in
excess thereof up to and including GBP199,000 with Coupons,
Receipts and talons (each, a "Talon") for further Coupons and
Receipts attached at the time of issue. No Bonds will be issued
with a denomination above GBP199,000.";
(2) the deletion of the first sentence in the third paragraph of
Condition 5 and the insertion in its place of the following:
"The amount of interest payable on each Interest Payment Date
shall be GBP3032 in respect of each Bond of GBP100,000 denomination
and GBP30.32 in respect of the Calculation Amount."; and
(ii) the modification of the Trust Deed by the deletion of
Clause 12 and the insertion in its place of the following new
clause 12:
"The Definitive Bonds, the Coupons, the Talons and the Receipts
will be security printed in accordance with applicable legal and
stock exchange requirements in the respective forms, or
substantially in the respective forms, set out in Part A (Form of
Definitive Bond) of Schedule 3 upon the occurrence of certain
limited circumstances described in the Permanent Global Bond. Each
Definitive Bond shall be issued in bearer form and in denominations
of GBP100,000 and integral multiples of GBP1,000 in excess thereof,
up to and including GBP199,000, be serially numbered, with Coupons
for dates falling after the date of issue and Talons attached and
shall be endorsed with the relevant Conditions. ";
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 Extraordinary Resolution and their
implementation;
4. authorises, directs, requests and empowers the Bond Trustee
to concur in the modifications referred to in paragraphs 1 and 2 of
this Extraordinary 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 Bond 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 Extraordinary
Resolution and the implementation of the modifications referred to
in paragraphs 1 and 2 of this Extraordinary Resolution; and
5. discharges and exonerates the Bond 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 Extraordinary Resolution, their implementation or this
Extraordinary 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 Bond 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
Bond 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 Bond 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 5 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 Bond Trustee 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
holding or representing 50 per cent. of the aggregate 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 then outstanding so
held or represented by them). The GBP50,000,000 in principal amount
of the Bonds purchased by the Issuer on the issue date of the Bonds
and held by the Issuer as at the date hereof (the "Reserve Bonds")
will, pending sale or cancellation by the Issuer, not be treated as
outstanding for purposes of determining quorum at the Meeting.
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 Bond Trustee or by one or more Voters
representing not less than one fiftieth of the aggregate principal
amount of the outstanding Bonds. 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 aggregate face
amount of the outstanding Bonds so represented by the voting
certificate so produced or in respect of which he is a proxy. The
Reserve Bonds will, pending sale or cancellation by the Issuer, not
be treated as outstanding for purposes of voting at the
Meeting.
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 21 December 2009 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 required.
To enable the Issuer to issue further Bonds if required, 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 up to and
including GBP199,000.
Changes in Group Structure
By way of the procedure set out in section 50 of the Industrial
and Provident Societies Act 1965, each of Paddington Churches
Housing Association Limited ("PCHA"), Pathmeads Housing Association
Limited ("Pathmeads"), Springboard Housing Association Limited
("Springboard") and the parent company of the Issuer, Genesis
Housing Group Limited ("GHG") amalgamated to form the Company on 20
April 2011 (the "Amalgamation"). By operation of law, immediately
following the Amalgamation the rights of and obligations on each of
PCHA, Pathmeads, Springboard and GHG under their respective
financing documents (including the original transaction documents
relating to the Bonds) automatically transferred to and were
assumed by the Company.
Pursuant to the original transaction documents relating to the
Bonds, each of PCHA, Pathmeads and Springboard was an "Authorised
Borrower" for the purposes of receiving on-loans of the proceeds of
issuance of the Bonds. Following the Amalgamation, the Company is
the sole Authorised Borrower and the Authorised Loan Agreement
(which the Issuer is reliant upon in order to service payments of
principal and interest in relation to the Bonds) is solely the
obligation of the Company. All of the assets of PCHA, Pathmeads and
Springboard which were subject to security interests (whether
directly or indirectly) in favour of the Bond Trustee, became by
operation of law the assets of the Company as a result of the
Amalgamation, but remain subject to the existing security interests
in favour of the Bond Trustee.
Offer
In addition to the Proposal, the Company is also offering to
purchase Bonds (the "Offer") up to a maximum of GBP1,000,000 in
aggregate principal amount, and subject to the passing of the
Extraordinary Resolution, from Bondholders who hold an aggregate
principal amount of no more than GBP99,000 in principal amount of
Bonds, at a purchase price determined, as set out in the Consent
Solicitation Memorandum, by reference to the sum of a purchase
spread of +195 basis points and the yield to maturity of the
Benchmark Security together with an amount equal to accrued but
unpaid interest. If the Extraordinary Resolution is not passed, the
Company will not accept any Bonds for purchase.
The Offer is made on the terms and subject to the conditions set
out in a consent solicitation memorandum dated 24 April 2012,
copies of which may be obtained by eligible Bondholders upon
request to the Tabulation Agent whose contact details are set out
below. Any Bonds purchased by the Company pursuant to the Offer
may, at the option of the Company, be held or resold by the Company
or surrendered to the Issuer for cancellation in accordance with
Condition 6(j) (Cancellation). The Company may, in its sole
discretion, extend, amend or waive any term or condition of the
Offer, or terminate the Offer, at any time.
EARLY VOTING FEE
The Company 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 4.00 p.m. on 3 May 2012 (or
such later date as the Issuer and the Company may in their
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 Company will pay the Early Voting Fee on the
second Business Day following the date on which the Extraordinary
Resolution is passed which, if the Extraordinary Resolution is
passed on 16 May 2012, will be 18 May 2012. The Early Voting Fee
will be payable whether the Electronic Voting Instruction is an
instruction to vote for or against the Extraordinary Resolution.
However, in order for the relevant Bondholder 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
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, London Branch
One Canada Square
London E14 5AL
BOND TRUSTEE
Prudential Trustee Company Limited
Laurence Pountney Hill
London EC4R 0HH
This Notice is given by:
GENFINANCE II PLC
Capital House
25 Chapel Street
London
NW1 5DT
Dated 24 April 2012
This information is provided by RNS
The company news service from the London Stock Exchange
END
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