Plantation Place

RNS Number : 5575Y

Invista Foundation Property Tst Ltd

23 December 2010

 



23 December 2010

INVISTA FOUNDATION PROPERTY TRUST LIMITED (the "Company")

PLANTATION PLACE, FENCHURCH STREET, LONDON EC3 - RESULTS OF NOTEHOLDER VOTE

On 1 December 2010 the Company announced details of a proposal (the "Proposal") to Noteholders by REC Plantation Place Limited, the issuer of the off-balance sheet, non-recourse, securitised debt to the One Plantation Place Unit Trust ('OPPUT').   The Company owns a 28.2% stake OPPUT, which in turn owns the prime City of London office building, Plantation Place on Fenchurch Street.  The proposal involved a waiver of the loan to value ratio covenant for a period of up to 22 months, during which time a consensual and orderly sales process would be undertaken which could result in the sale of the property or the equity interest in OPPUT, subject to certain conditions being met.

At the Noteholder vote held today, the proposal received a very high level of support from Noteholders.  Of those Noteholders that were represented at the meetings, 81% of Class A, 74% of Class B, 97% of Class C, 82% of Class D and 100% of Class E voted in favour of the Proposal.  Despite these significant levels of support, the Proposal was ultimately not formally approved as the required 75% threshold was not reached in respect of the Class B Notes. 74% of the Class B Noteholders voted for the proposal with a single Noteholder voting against, whose Class B position represents less than 2.5% of the total Notes outstanding.

Overall, 82% of all Noteholders who voted on the Proposal voted in favour. The Junior Lender, whose debt is held outside the CMBS structure, also provided its consent to the Proposal.

OPPUT intends to ask REC Plantation Place Limited to convene a second meeting of the Class B Noteholders to enable further consideration of the Proposal in light of the overwhelming level of support received across all tranches and the approval of the Proposal by each of the Class A, C, D and E Notes and the Junior Lender.

Regardless of the outcome of the second meeting of the Class B Noteholders, based on the widespread support and the high quality nature of the underlying asset, OPPUT will continue to seek a consensual solution to maximise value for all stakeholders, including the Company.

For further information please contact:

Invista Real Estate Investment Management Duncan Owen / Nick Montgomery	020 7153 9300
Northern Trust David Sauvarin	01481 745529

NOTICE TO NOTEHOLDERS

REC PLANTATION PLACE LIMITED

Ogier House

The Esplanade

St Helier

Jersey JE4 9WG

(a public company incorporated in Jersey with limited liability)

(the "Issuer")

£380,000,000 CLASS A SECURED FLOATING RATE NOTES DUE 2016

(ISIN XS0262650889)

£51,500,000 CLASS B SECURED FLOATING RATE NOTES DUE 2016

(ISIN XS0262650962)

£58,000,000 CLASS C SECURED FLOATING RATE NOTES DUE 2016

(ISIN XS0262651002)

£51,500,000 CLASS D SECURED FLOATING RATE NOTES DUE 2016

(ISIN XS0262651184)

£19,000,000 CLASS E SECURED FLOATING RATE NOTES DUE 2016

(ISIN XS0262651341)

23 December 2010

Further to the notices dated 1 December 2010 (the "Original Notice") given by the Issuer to the holders of the Notes (the "Noteholders") relating to separate Meetings of each Class of the Noteholders held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 23 December 2010, to consider the Extraordinary Resolutions (as defined in the Original Notice), the Issuer hereby notifies the Noteholders of the following:

1)   That at the Meeting of the Class A Noteholders held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 23 December 2010 at 11:00 a.m. (London time), Class A Noteholders representing 81.4% of the Noteholders represented at the Meeting voted in favour of the Extraordinary Resolution. Accordingly the Extraordinary Resolution previously notified to the Class A Noteholders in accordance with the terms of the Trust Deed were passed by the holders of Class A Notes.

2)   That at the Meeting of the Class B Noteholders held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 23 December 2010 at 11:30 a.m. (London time), Class B Noteholders representing 73.8% of the Noteholders represented at the Meeting voted in favour of the Extraordinary Resolution. Accordingly, this being less than three quarters of the Noteholders represented at the meeting, the Extraordinary Resolutions previously notified to the Class B Noteholder in accordance with the terms of the Trust Deed were rejected by the holders of Class B Notes.

3)   That at the Meeting of the Class C Noteholders held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 23 December 2010 at 12:00 p.m. (London time), Class C Noteholders representing 97.0% of the Noteholders represented at the Meeting voted in favour of the Extraordinary Resolution. Accordingly the Extraordinary Resolution previously notified to the Class C Noteholders in accordance with the terms of the Trust Deed were passed by the holders of Class C Notes.

4)   That at the Meeting of the Class D Noteholders held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 23 December 2010 at 12:30 p.m. (London time), Class D Noteholders representing 81.6% of the Noteholders represented at the Meeting voted in favour of the Extraordinary Resolution. Accordingly the Extraordinary Resolution previously notified to the Class D Noteholders in accordance with the terms of the Trust Deed were passed by the holders of Class D Notes.

5)   That at the Meeting of the Class E Noteholders held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 23 December 2010 at 1:00 p.m. (London time), Class E Noteholders representing 100.0% of the Noteholders represented at the Meeting voted in favour of the Extraordinary Resolution. Accordingly the Extraordinary Resolution previously notified to the Class E Noteholders in accordance with the terms of the Trust Deed were passed by the holders of Class E Notes then outstanding.

6)   Accordingly, as the Extraordinary Resolution previously notified to the Noteholders in accordance with the terms of the Trust Deed was rejected at the Meeting of the Class B Noteholders, the Issuer is not today providing its written consent to the Agent to enter into the Waiver Letter.

The Issuer has been informed by the Borrowers that, in consideration of the results of the Meetings and the passing of the Extraordinary Resolutions by each of the Class A Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E Noteholders, the Borrowers intend to request the Issuer to convene a further Meeting of the Class B Noteholders to reconsider the Class B Extraordinary Resolution in relation to the Proposal. In order to convene such further Meeting of the Class B Noteholders, the Issuer shall provide notice of the time, date and location of such Meeting in due course.

Capitalised terms used and not otherwise defined in this Notice shall have the meaning given to them in the Original Notice.

This Notice is given by REC Plantation Place Limited in its capacity as Issuer.

Dated 23 December 2010

 

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