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Wednesday 05 June, 2013

Transport For London

Tube Lines Finance - Class B Noteholders Meeting

RNS Number : 3989G
Transport For London
05 June 2013
 



NOTICE OF MEETING OF NOTEHOLDERS

 

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE BENEFICIAL OWNERS OF THE NOTES AND REQUIRES THEIR IMMEDIATE ATTENTION AND ACTION. IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended to seek your own 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.

If you have recently sold or otherwise transferred your entire holding(s) of Notes, you should immediately forward this document to the purchaser or transferee or to the broker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

None of the Note Trustee, the Principal Paying Agent nor the Irish Paying Agent accepts any liability for any statement given herein.

 

TUBE LINES (FINANCE) PLC

(incorporated in England and Wales with registered number 5106434)

(the "Issuer")


hereby gives notice to the holders (the "
Noteholders") of the:

£76,754,000 Class B 7.4547 per cent. Guaranteed Notes due 2031 issued by Tube Lines (Finance) PLC (the "Notes")

(Common Code: 019240517, ISIN: XS0192405172)

 

that, pursuant to Condition 13(a) of the Notes and the provisions of Schedule 3 of the trust deed dated 12 May 2004 constituting the Notes and made between the Issuer and Law Debenture Trustees Limited as trustee for the Noteholders (the "Note Trustee") (the "Principal Trust Deed"), as amended and restated by an amended and restated note trust deed with an Effective Date of 5 July 2010 between the Issuer, Transport for London as guarantor (the "Guarantor") and the Note Trustee (the "Amended and Restated Trust Deed") relating to the Notes, a meeting of the Noteholders will be held at 10 Upper Bank Street, Canary Wharf, London E14 5JJ on 27 June 2013 at 9.30 a.m. (London time) for the purposes of considering and, if thought fit, passing the following resolutions which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Amended and Restated Trust Deed.

Capitalised terms used in this Notice and not defined herein shall have the meanings set out in the Amended and Restated Trust Deed.

EXTRAORDINARY RESOLUTION

The following is the text of the Extraordinary Resolution to be proposed at the Meeting:

"THAT this Meeting of the holders of the £76,754,000 Class B 7.4547 per cent. Guaranteed  Notes due 2031 issued by Tube Lines (Finance) PLC (the "Issuer", and the holders of such notes being the "Noteholders") constituted by the trust deed dated 12 May 2004 constituting the Notes and made between the Issuer and Law Debenture Trustees Limited as trustee for the Noteholders (the "Note Trustee") (the "Principal Trust Deed"), as amended and restated by an amended and restated note trust deed with an Effective Date of 5 July 2010 between the Issuer, Transport for London as guarantor (the "Guarantor") and the Note Trustee (the "Amended and Restated Trust Deed") relating to the Notes hereby:

 

(a)        assents to the modification of the Amended and Restated Trust Deed, in the manner set out in the supplemental trust deed to be entered into between the Issuer, the Guarantor and the Note Trustee in the form of the draft produced to this Meeting and for the purpose of identification signed by the Chairman thereof with such minor or consequential amendments (if any) thereto as the Note Trustee will require or approve (the "Supplemental Trust Deed") by the insertion of a new Condition 6(h) (Redemption at the option of the Issuer (Issuer Call - in Whole only) as follows:

 

"(h)      Redemption at the option of the Issuer (Issuer Call - in Whole only)

 

The Notes may be repaid and redeemed at the option of the Issuer in whole (and not in part only) on any Business Day prior to the due date for final redemption of the Notes at the Optional Redemption Amount (Call - in Whole only) (as defined below) on the Issuer's giving not less than 1 nor more than 10 days' notice to the Noteholders and having notified the Note Trustee prior to the provision of such notice. Such notice shall be irrevocable and shall oblige the Issuer to repay and redeem the Notes in whole (and not in part only) at the Optional Redemption Amount (Call) (as defined below) on the date specified for redemption in such notice.  For the purpose of this Condition 6(h) (Redemption at the option of the Issuer (Issuer Call - in Whole only)):

 

(i)         the "Optional Redemption Amount (Call - in Whole only)" is an amount equal to the Outstanding Principal Amount of a Note multiplied by the price (expressed as a percentage) (as reported in writing to the Issuer and the Note Trustee by a financial adviser nominated by the Issuer and approved by the Note Trustee) (and rounded to four decimal places (0.00005 being rounded upwards) at which the Gross Redemption Yield on the Notes on the Rate-Fixing Date is equal to the sum of (a) 0.68 per cent. (68 basis points) and (b) the Gross Redemption Yield (mid-market) at 3.00pm London time on such Rate-Fixing Date of the Relevant Treasury Stock), together with (a) any payment of principal and interest due but unpaid on or prior to the Rate-Fixing Date (other than the Optional Redemption Amount (Call - in Whole only) itself) and (b) any interest (other than under (a)) accrued up to and including the date fixed for redemption;

 

(ii)        the "Relevant Treasury Stock" is 4.5 per cent. UK Treasury Gilt due 2019; and

 

(iii)       the "Rate-Fixing Date" is 26 June 2013, or, if the date of the Extraordinary Resolution is later than 27 June 2013, the Business Day before the date of such Extraordinary Resolution consenting to the amendment of these Conditions to insert this Condition 6(h).

 

On the date specified for redemption, the Issuer shall redeem the Notes as specified in the notice at the Optional Redemption Amount (Call - in Whole only) together with accrued interest (if any) to the date fixed for redemption."           

(b)        sanctions every abrogation, variation, compromise of, or arrangement in respect of, the rights of the Noteholders pertaining to the Notes against the Issuer, the Guarantor or any other person involved in or resulting from the modifications referred to in this Extraordinary Resolution, whether such rights arise under the Amended and Restated Trust Deed, the Notes or otherwise;

(c)        assents to the alterations of the provisions of the Amended and Restated Trust Deed resulting from the modifications referred to in this Extraordinary Resolution, and instructs, empowers, directs and authorises the Note Trustee to enter into, execute and deliver the Supplemental Trust Deed;

(d)        authorises, directs, instructs and empowers the Note Trustee to concur in taking all steps considered by it in its sole discretion to be necessary, desirable or expedient to carry out and give effect to this Extraordinary Resolution (including, without limitation, agreeing to such minor or consequential amendments or modifications to the form of the Supplemental Trust Deed as the Note Trustee may in its sole and absolute discretion approve) and acknowledges that any such steps will not subsequently be called into question by us;

(e)        directs, authorises, instructs and empowers the Note Trustee to concur in the modifications referred to in this Extraordinary Resolution and agree that the Note Trustee shall not be responsible for any liability in relation thereto including any consequences to any person resulting therefrom;

(f)         discharges and exonerates the Note Trustee from any liability in respect of any act or omission for which the Note Trustee may be or may become responsible by reason of its acting in accordance with this Extraordinary Resolution or making any determination or exercising (or, as the case may be, not exercising) any other power or right conferred pursuant to, or arising out of, this Extraordinary Resolution; and

(g)        confirms that it has formed its own view in relation to the matters which are the subject of this Extraordinary Resolution without any reliance on the Note Trustee.

Capitalised terms not otherwise defined in this Extraordinary Resolution shall have the meaning given to them in the Amended and Restated Trust Deed."

Background and reasons for meeting

The Issuer has convened the Meeting of Noteholders by this Notice to request their agreement by Extraordinary Resolution to the matters contained in the Extraordinary Resolution.

Copies of the Amended and Restated Trust Deed, the Terms and Conditions of the Notes, and the draft supplemental trust deed relating to the Amended and Restated Trust Deed in respect of the Notes (the "Supplemental Trust Deed") in substantially the same form as it is proposed it shall be executed (if the Extraordinary Resolution set out above is passed) are available on request to The Bank of New York Mellon (the "Principal Paying Agent"), and/or The Bank of New York Mellon (Ireland) Limited (the "Irish Paying Agent", and together with the Principal Paying Agent, the "Paying Agents"), at the addresses set out at the end of this Notice.

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which are set out in paragraphs 3 and 4, respectively, of "Voting and Quorum" below.

In accordance with normal practice the Note Trustee expresses no opinion on the merits of the proposed Extraordinary Resolution (which it has not been involved with formulating) or as to the action which Noteholders should take in relation to it but has 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 being submitted to Noteholders for their consideration.  The Note 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 Note Trustee urges Noteholders 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.         Who is entitled to vote on the proposed Extraordinary Resolution?

The Notes are currently held in the form of a Global Note which is held by a common depositary for the accounts of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream", and each of Euroclear and Clearstream, a "clearing system").

Each person who is the owner of a particular nominal amount of the Notes, as shown in the records of Euroclear, Clearstream or their respective accountholders  ("Accountholders"), (a "Beneficial Owner)" 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 Meeting in accordance with the procedures set out below in "Procedures for Voting".  On this basis, the only Noteholder currently able to vote at the Meeting with respect to the Notes represented by the Global Note will be the holder of the Global Note, which is The Bank of New York Mellon, as common depositary of Euroclear and Clearstream.  However The Bank of New York Mellon may grant proxies to the Beneficial Owners to attend and vote at the Meeting.  Alternatively, Beneficial Owners who hold their interests through a clearing system and who do not wish to attend and vote in person may convey their voting instructions by contacting the relevant clearing system (or through the relevant Accountholder, if applicable) and arrange for votes to be cast on their behalf.  See "Procedures for Voting" below.

2.         Procedures for Voting

You may vote on the proposed Extraordinary Resolution by either attending and voting at the Meeting as a proxy or delivering voting instructions through the clearing systems with respect to your Notes.

Attending and Voting at the Meeting:

Those Beneficial Owners who hold their interests in the Notes through the clearing systems and who wish to attend and vote at the Meeting should contact the relevant clearing system (through the relevant Accountholder, if applicable) to make arrangements to be appointed as proxy in respect of the Notes in which they have an interest for the purpose of attending and voting at the Meeting in person.  Such Beneficial Owners must have made arrangements to vote with the relevant clearing system (through the relevant Accountholder, if applicable) in time for the relevant clearing system to arrange for them to be appointed as a proxy no later than 48 hours before the time fixed for the Meeting, and in any event in accordance with any earlier deadlines required by the relevant Accountholder (if applicable), or any relevant clearing system with respect to making such arrangements.

Delivering instructions to vote:

Those Beneficial Owners who hold their interests in the Notes through a clearing system and who wish to vote at but who do not wish to attend the Meeting should contact the relevant clearing system (through the relevant Accountholder, if applicable) to arrange for another person nominated by them to be appointed as a proxy in respect of such Notes in which they have an interest to attend and vote at the Meeting on their behalf or to make arrangements for the votes relating to such Notes in which they have an interest to be cast on their behalf by or on behalf of any Paying Agent acting as a proxy.

A Beneficial Owner who wishes to give voting instructions in respect of his Notes must request the relevant clearing system to block the Notes in his own account and to hold those Notes to the order of, or under the control of, such Paying Agent.  Such a blocking instruction must be given in accordance with the procedures of the relevant clearing system. A Beneficial Owner whose Notes have been so blocked will be able to give a voting instruction to the relevant Paying Agent in accordance with the procedures of the relevant clearing system.

A Beneficial Owner must have made such arrangements to vote with the relevant clearing system (through the relevant Accountholder, if applicable) in time for the relevant clearing system to arrange for the Beneficial Owner's nominee, or a representative of such Paying Agent, to be appointed as a proxy not later than 48 hours before the time fixed for the Meeting.  Noteholders are advised to check with their bank, broker, relevant Accountholder, clearing system or other intermediary through which they hold the Notes to confirm whether such bank, broker, relevant Accountholder, clearing system or other intermediary, as applicable, applies earlier deadlines for such an event and then to allow additional time to meet such deadlines.

Any Notes so held and blocked will be released to the Accountholder by the relevant clearing system on the earlier of (a) the conclusion of the Meeting or, if applicable, any adjourned such meeting, and (b) such Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the relevant Paying Agent to be held to its order or under its control; provided, however, in the case of (b) above, that if the Beneficial Owner (or Accountholder, if applicable) has caused a proxy to be appointed in respect of such Notes, such Notes will not be released to the relevant Accountholder unless and until the relevant Paying Agent has received notice of the necessary revocation of or amendment to such proxy.

3.         Quorum

As the business of the Meeting includes a Reserved Matter, the quorum required at the Meeting is one or more Noteholders present in person holding Notes in definitive form, and/or persons present in person holding Voting Certificates and/or being proxies and being or representing in the aggregate the holders of not less than 75 per cent. of the aggregate principal amount of the Notes for the time being outstanding.

4.         Adjourned Meeting

If within 30 minutes from the time fixed for the Meeting a quorum is not present, the Meeting shall stand adjourned for such period, not being less than 14 days nor more than 42 days, as may be appointed by the Chairman of the Meeting.  The quorum required at such adjourned Meeting is one or more persons holding or representing not less than 25 per cent. in Outstanding Principal Amount of the Notes for the time being outstanding.

The Chairman of the Meeting may with the consent of (and shall if directed by) any meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place.

At least 10 days' notice of any meeting adjourned through want of a quorum shall be given in the same manner as of the original Meeting, and such notice shall state the quorum required at such adjourned meeting.

5.         Procedures at the Meeting

(a)        Every question submitted to the Meeting will be decided, in the first instance, on a show of hands.  At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) duly demanded by the Chairman of the Meeting, the Issuer, the Guarantor, the Note Trustee, or by one or more Noteholders holding one or more Notes and/or Voting Certificates and/or being proxies and being or representing in the aggregate the holders of not less than one fiftieth (2.0 per cent.) of the Outstanding Principal Amount of the Notes then outstanding, a declaration by the Chairman of the Meeting that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.  On a show of hands every Noteholder (being an individual) who is present in person and produces a Note in definitive form or 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 in principal amount of the Outstanding Principal Amount of Notes so produced or represented by the Voting Certificate so produced or in respect of which that person is a proxy. 

(b)        In 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 a Noteholder or as a holder of a Voting Certificate and/or as a proxy.

(c)        To be passed, the Extraordinary Resolution requires a majority of not less than 75 per cent. of the votes cast upon a show of hands or if a poll is duly demanded, by a majority consisting of not less than 75 per cent. of the votes given on such poll.

(d)        If passed, the Extraordinary Resolution will be binding on all the Noteholders, whether or not present at such Meeting and whether or not voting, and upon all the holders of the coupons relating to the Notes.

(e)        Notice of the result of the voting on the Extraordinary Resolution shall be given by the Issuer to the Noteholders in accordance with Condition 16 of the Terms and Conditions of the Notes, within 14 days of such result being known provided that the non-publication of such notice shall not invalidate such result. 

This Notice is given by:

 

TUBE LINES (FINANCE) PLC

15 Westferry Circus

Canary Wharf

London E14 4HD

 

Date of Notice : 5 June 2013

 

 



 

Principal Paying Agent

The Bank of New York Mellon

One Canada Square

London E14 5AL

United Kingdom

 

Irish Paying Agent

The Bank of New York Mellon (Ireland) Limited

Hanover Building

Windmill Lane

Dublin 2, Ireland

 

 


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