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Thursday 03 June, 2010

Stanton ABS I Plc

Notice

RNS Number : 0260N
Stanton ABS I Plc
03 June 2010
 

DOCUMENT NO. I

IRISH STOCK EXCHANGE ANNOUNCEMENT

 

For Immediate Release                                                                                              3 June 2010

 

STANTON ABS I PLC

(the "Issuer")

 

The taking of the original of this document or any certified copy thereof, including written confirmations or references thereto, into the Republic of Austria may cause the imposition of Austrian stamp duty.  Keep the original document, as well as all certified copies thereof, including written confirmations or references thereto, outside the Republic of Austria.

Die Verbringing eines Originals oder einer beglaubigten Kopie dieser Urkunde sowie schriftliche Bestätigungen oder Verweise darauf, in die Republik Österreich kann die Verpflichtung zur Zahlung einer Rechtsgeschäftsgebühr auslosen.  Belassen Sie das Original dieser Urkunde, alle beglaubigten Kopien derselben und schriftliche Bestätigungen oder Verweise darauf auβerhalb der Republik Österreich.

 

STANTON ABS I PLC

(the Issuer)

 

€232,000,000 Class A-1 Notes due 2096

€23,000,000 Class A-2 Notes due 2096

€12,500,000 Class A-3 Notes due 2096

€12,500,000 Class A-4 Deferrable Interest Notes due 2096

€12,000,000 Class B-1 Deferrable Interest Notes due 2096

€3,000,000 Class B-2 Deferrable Interest Notes due 2096

€14,500,000 Class C Subordinated Notes due 2096

 

(the Notes)

 

 

Reference is made to the issue of notes by the Issuer pursuant to the Offering Memorandum dated 1 June 2005 (the "OC") and to the appended notice as distributed to the Noteholders today.

 

Given by:

Structured Finance Management (Ireland) Limited,

25 - 26 Windsor Place,

Lower Pembroke Street,

Dublin 2.

Ireland-directors@sfmeurope.com

As Company Secretary for

STANTON ABS I PLC

 

 

 

 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.  IF NOTEHOLDERS 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.

 

The taking of the original of this document or any certified copy thereof, including written confirmations or references thereto, into the Republic of Austria may cause the imposition of Austrian stamp duty. Keep the original document, as well as all certified copies thereof, including written confirmations or references thereto, outside the Republic of Austria.

Die Verbringung eines Originals oder einer beglaubigten Kopie dieser Urkunde sowie schriftliche bestätigungen oder Verweise darauf, in die Republik Österreich kann die Verpflichtung zur Zahlung einer Rechtsgeschäftsgebühr auslösen. Belassen Sie das Original dieser Urkunde, alle beglaubigten Kopien derselben und schriftliche Bestätigungen oder Verweise Darauf Außerhalb der Republik Österreich.

 

STANTON ABS I p.l.c.

(the Issuer)

(a public limited liability company incorporated under the laws of Ireland

with registered number 396567)

NOTICE OF A MEETING

of the holders of those of the outstanding

 

€232,000,000 Class A-1 Notes due 2096

(ISIN: XS0214969361) (the Class A-1 Notes)

 

€23,000,000 Class A-2 Notes due 2096

(ISIN: XS0214970880) (the Class A-2 Notes)

 

€12,500,000 Class A-3 Notes due 2096

(ISIN: XS0214971771) (the Class A-3 Notes)

 

€12,500,000 Class A-4 Deferrable Interest Notes due 2096

(ISIN: XS0214972829) (the Class A-4 Notes)

 

€12,000,000 Class B-1 Deferrable Interest Notes due 2096

(ISIN:XS0214974957) (the Class B-1 Notes)

 

€3,000,000 Class B-2 Deferrable Interest Notes due 2096

(ISIN:XS0214975681) (the Class B-2 Notes)

 

€14,500,000 Class C Subordinated Notes due 2096

(ISIN:XS0214975848) (the Class C Notes)

 

of the Issuer

(together, the Notes, and each, a Class)

NOTICE IS HEREBY GIVEN that a Meeting of the holders (the Noteholders) of the relevant Class convened 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 Trust Deed dated 19 May 2005 (the Trust Deed) made between, inter alios, the Issuer and Bank of America Trustees Limited (formerly ABN AMRO Trustees Limited) (the Trustee) as trustee for, inter alios, the Noteholders and constituting, inter alia, the Notes.

The Meeting of the Noteholders of each Class will be held at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD on Tuesday, 29 June, 2010. The time of each Meeting will be as follows: the Class A-2 Noteholders at 11.00 a.m. (London time), the Class A-3 Noteholders at 11.15 a.m. (London time), the Class A-4 Noteholders at 11.30 a.m. (London time), the Class B-1 Noteholders at 11.45 a.m. (London time), the Class B-2 Noteholders at 12.00 p.m. (London time) and the Class C Noteholders at 12.15 p.m. (London time). The meeting time for the Meeting of each Class of Noteholders other than the most senior Class is dependant on the conclusion or adjournment of the Meeting of each Class of Noteholders more senior to it and may be postponed to such later time that is as soon as practically possible following the conclusion or adjournment of the Meeting of the Noteholders of the next most senior Class of Notes.

The Issuer does not propose to convene a meeting of the holders of the Class A-1 Notes as such holders will be asked to give their consent to the proposals set out in the Extraordinary Resolution below by way of a Written Resolution.

 

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the [€23,000,000 Class A-2/ €12,500,000 Class A-3/ €12,500,000 Class A-4/ €12,000,000 Class B-1/ €3,000,000 Class B-2/ €14,500,000 Class C] Notes due 2096 of Stanton ABS I p.l.c. presently outstanding (the Noteholders, the Notes and the Issuer, respectively) constituted by the Trust Deed dated 19 May 2005 (the Trust Deed) made between, inter alios, the Issuer and Bank of America Trustees Limited (formerly ABN AMRO Trustees Limited) (the Trustee) as trustee for the Noteholders hereby:

 

1.         assents to the modification of the Conditions of the Notes as set out in  Schedule 7 to the Trust Deed by  amending the Enforcement Priority of Payments set out in Condition 11(b) so that:

(A)       Condition 11(b)(xiii) is renumbered as a new Condition 11(b)(iii); and

(B)       the present Conditions 11(b)(iii) to 11(b)(xix) (inclusive) are renumbered as Conditions 11(b)(iv) to 11(b)(xx);

2.         sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modification and amendments referred to in paragraph (1) of this Extraordinary Resolution and their implementation;

3.         authorises, directs, requests and empowers the Trustee to concur in the modifications referred to in paragraph (1) of this Extraordinary Resolution and, in order to give effect thereto and to implement the same, to execute a First 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 Trustee shall require or sanction in the interests of the Noteholders 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 modification and amendments  referred to in paragraph (1) of this Extraordinary Resolution; and

4.         discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Notes or otherwise in respect of any act or omission in connection with the modification and amendments referred to in paragraph (1) of this Extraordinary Resolution, their implementation or this Extraordinary Resolution."

BACKGROUND TO, AND REASONS FOR, THE PROPOSED MODIFICATION AND AMENDMENTS

Terms used in this section have the meanings given to them in or pursuant to the Conditions of the Notes set out in Schedule 7 to the Trust Deed.

Reference is made to the Notices to the Noteholders given by the Issuer on 3 June 2009 and 1 February 2010 pursuant to which the Issuer confirmed, that an Event of Default had occurred pursuant to Condition 10(a)(ix) of the Notes, the Notes had been accelerated and the security under the Trust Deed and the Euroclear Pledge Agreement over the Mortgaged Property had become enforceable.

Further to the security over the Mortgaged Property becoming enforceable, Condition 11(b) of the Notes requires the net proceeds of enforcement to be applied in accordance with the Enforcement Priority of Payments set out therein. The Enforcement Priority of Payments provides that Administrative Expenses (which include, inter alia, amounts due to the Corporate Services Provider pursuant to the Corporate Services Agreement and amounts due to any Rating Agency in connection with any rating or monitoring of the Rated Notes) are payable after the payment of all amounts of principal and interest due in respect of each Class of the Notes of the Issuer constituted by the Trust Deed. For ease of reference, the full definition of Administrative Expenses is as follows:

" Amounts due and payable (which shall be applied on a pari passu and pro rata basis) (i) to the independent accountants, independent tax representatives and counsel of the Issuer and any agents of the Issuer not expressly provided for in the definition of Agents; (ii) to any Rating Agency in connection with any rating or monitoring of the Rated Notes or in connection with any request to assign a confidential credit estimate to any of the Collateral Debt Securities, for its fees and expenses; (iii) to the Corporate Services Provider pursuant to the Corporate Services Agreement; (iv) to the Collateral Manager pursuant to the Collateral Management Agreement, but excluding any Collateral Management Fees; (v) to any Person in respect of any governmental fee or charge (excluding, for the avoidance of doubt, any taxes payable to any tax authority); (vi) any fees payable to any broker in consideration of brokerage services provided to the Issuer or the Collateral Manager, any loan settlement costs or any other reasonable or customary expenses in each case incurred in connection with the acquisition or disposal of a Collateral Debt Security; (vii) to any other Person in respect of any other fees or expenses permitted under these Conditions and the documents delivered pursuant to or in connection with the Notes or the sale thereof and any other fees or indemnities due under any Transaction Document or expenses incurred by the Issuer while performing its obligations under the Transaction Documents other than amounts the payment of which are otherwise provided for in the Priorities of Payments but including, to the extent not otherwise paid in accordance with the Priorities of Payments, the fees, expenses and other amounts (if any) payable to the Trustee for its own account under the Trust Deed, the fees, expenses and other amounts (if any) payable to the Agents under the Agency Agreement and the fees, expenses and other amounts (if any) payable to the Collateral Administrator under the Collateral Administration Agreement, in each case, including any value added tax due and payable in respect thereof."

There are currently outstanding amounts due to the Corporate Services Provider and the Rating Agencies totalling approximately €76,422.53(comprising Process Agent fees of €1,000.00, Corporate Services fees of €16,672.53 and Rating Agency fees of €58,750.00) but given the priority of Administrative Expenses in the Enforcement Priority of Payments and the limited funds available to the Issuer, it has not to date been possible to pay these amounts. If these Administrative Expenses are not paid, the Issuer anticipates that the affected parties will cease to carry out their functions, which will, in the Issuer's opinion, be detrimental to the interests of each Class of the holders of its Notes constituted by the Trust Deed.

The Issuer is therefore seeking the approval of each Class of the holders of its Notes constituted by the Trust Deed to amend the Enforcement Priority of Payments so that Administrative Expenses are payable in priority to unpaid Senior Collateral Management Fees, payments due to a Hedge Counterparty or the Liquidity Line Counterparty pursuant to item (iv) of the Enforcement Priority of Payments and payments of principal and interest on each Class of Notes.

The Issuer considers that the proposed modification and amendments contained in the Extraordinary Resolution set out above are fair and reasonable in the circumstances and, accordingly, the Issuer recommends all Noteholders to vote in favour of the Extraordinary Resolution.

Noteholders should note that in order for the proposed modification and amendments to be implemented the Extraordinary Resolution will need to be approved by each Class of the holders of the Issuer's Notes constituted by the Trust Deed.

The attention of Noteholders 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 Conditions of the Notes) and the draft First Supplemental Trust Deed referred to in the Extraordinary Resolution set out above and of certain other relevant documents will be available for inspection by Noteholders at the specified offices of the Paying Agents set out below.

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the proposed modifications as presented to the Noteholders in this Notice and referred to 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 (which it recommends Noteholders to read carefully), it has no objection to the Extraordinary Resolution referred to above being submitted to the Noteholders for their consideration.  The Trustee has, however, not been involved in formulating the proposed modifications and makes no representation that all relevant information has been disclosed to Noteholders in this Notice.  Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the proposed modification and amendments to seek their own independent financial advice.

VOTING AND QUORUM

1.         The provisions governing the convening and holding of a Meeting are set out in Schedule 9 to the Trust Deed, a copy of which is available for inspection by the Noteholders during normal business hours at the specified office of the Paying Agent(s) set out below. 

All of the Notes are represented by a global note held by a common depositary for Clearstream Banking, société anonyme (Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear).  For the purposes of the Meeting, a Noteholder 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 Notes.

A Noteholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent relating to the Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may either 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 or on a voting instruction form obtainable from the specified offices of any 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.

A Noteholder must request the relevant clearing system to block the Notes 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 before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the relative Meeting.  Notes 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 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 Noteholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Issuer at least 24 hours before the time appointed for holding the Meeting and such Notes 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 present holding voting certificates or being proxies and representing a majority of the Aggregate Principal Amount Outstanding of the Notes.  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 Noteholders). The quorum at such an adjourned Meeting will be one or more persons present holding voting certificates or being proxies whatever the proportion of the Notes which they represent.  

3.         Noteholders should note this quorum requirement and should be aware that if the Noteholders either present or appropriately represented at the Meeting are insufficient to form a quorum the Extraordinary Resolution cannot be formally considered thereat.  Noteholders are therefore encouraged either to attend the Meeting in person or to arrange to be represented at the Meeting as soon as possible.

4.         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,  by the Issuer or the Trustee or by one or more persons present holding or representing 2 per cent. of the Principal Amount Outstanding of the Notes. The holder of a Global Note shall be treated as two persons for the purposes of the right to demand a poll at a meeting of the relevant Noteholders. 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 €1,000 of Principal Amount Outstanding of the Notes so represented by the voting certificate so produced or in respect of which he is a proxy. The holder of a Global Note shall be treated as having one vote for each €1,000 of Principal Amount Outstanding of Notes represented by such Global Note.

5.         To be passed, the Extraordinary Resolution requires a majority in favour consisting of at least 50 per cent. of the votes cast. Noteholders should note that the Extraordinary Resolution must be passed at a separate meeting of each Class of the Notes in order for the Extraordinary Resolution to be implemented.  If passed, the Extraordinary Resolution will be binding upon all the Noteholders, whether or not present at such Meeting and whether or not voting.

 



PRINCIPAL PAYING AGENT

Bank of America, N.A. (formerly ABN AMRO Bank N.V., London Branch)

5 Canada Square

London E14 5AQ

OTHER PAYING AGENT

NCB Stockbrokers Limited

3 George's Dock

International Financial Services Centre

Dublin 1

Ireland

 

TRUSTEE

Bank of America Trustees Limited

5 Canada Square

London E14 5AQ

 

This Notice is given by:

STANTON ABS I p.l.c.

25-26 Windsor Place

Lower Pembroke Street

Dublin 2

Ireland

Dated 3 June, 2010.

 

 

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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