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    RMAC SecNo.1(06-NS4) - Notice to Noteholders re Meeting outcome

    RELATED QUOTES

    SymbolPriceChange
    HX6.F3.0360.36
    BCS-PA24.600.08
    066670.KQ3,475.00+0.00
    BARC.L185.805.30
    NBXB.SG0.063-0.00

    

    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 SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.

    NOTICE OF RESULTS AND SEPARATE ADJOURNED MEETINGS OF THE HOLDERS OF THE

    £250,000,000 A2a Mortgage Backed Floating Rate Notes due June 2044 (Reg S: ISIN: XS0277404728; Common Code: 27740472. Rule 144A: ISIN: XS0277406426; Common Code: 27740642)

    (the "Class A2a Notes")

    £455,000,000 A3a Mortgage Backed Floating Rate Notes due June 2044 (Reg S: ISIN: XS0277409446; Common Code: 27740944. Rule 144A: ISIN: XS0277410451; Common Code: 27741045)

    (the "Class A3a Notes")

    £80,000,000 M1a Mortgage Backed Floating Rate Notes due June 2044 (Reg S: ISIN: XS0277411004; Common Code: 27741100. Rule 144A: ISIN: XS0277412408; Common Code: 27741240)

    (the "Class M1a Notes")

    €48,300,000 M1c Mortgage Backed Floating Rate Notes due June 2044 (Reg S: ISIN: XS0277437223; Common Code: 27743722. Rule 144A: ISIN: XS0277441258; Common Code: 27744125)

    (the "Class M1c Notes")

    £10,000,000 M2a Mortgage Backed Floating Rate Notes due June 2044 (Reg S: ISIN: XS0277457841; Common Code: 27745784. Rule 144A: ISIN: XS0277459110; Common Code: 27745911)

    (the "Class M2a Notes")

    €22,300,000 M2c Mortgage Backed Floating Rate Notes due June 2044 (Reg S: ISIN: XS0277445671; Common Code: 27744567. Rule 144A: ISIN: XS0277448428; Common Code: 27744842)

    (the "Class M2c Notes")

    £10,000,000 B1a Mortgage Backed Floating Rate Notes due June 2044 (Reg S: ISIN: XS0277450838; Common Code: 27745083. Rule 144A: ISIN: XS0277452453; Common Code: 27745245)

    (the "Class B1a Notes")

    €78,000,000 B1c Mortgage Backed Floating Rate Notes due June 2044 (Reg S: ISIN: XS0277453691; Common Code: 27745369. Rule 144A: ISIN: XS0277455985; Common Code: 27745598)

    (the "Class B1c Notes")

    Mortgage Early Repayment Certificates due June 2044

    (ISIN: XS0277954714; Common Code: 027795471)

    (ISIN: XS0277758610; Common Code: 027775861)

    (ISIN: XS0278002620; Common Code: 027800262)

    (ISIN: XS0278003438; Common Code: 027800343)

    (ISIN: XS0278004162; Common Code: 027800416)

    (ISIN: XS0278005219; Common Code: 027800521)

    (ISIN: XS0278006290; Common Code: 027800629)

    (ISIN: XS0278007009; Common Code: 027800700)

    (ISIN: XS0278008239; Common Code: 027800823)

    (ISIN: XS0278009393; Common Code: 027800939)

    (ISIN: XS0278011886; Common Code: 027801188)

    (ISIN: XS0278013072; Common Code: 027801307)

    (ISIN: XS0278013825; Common Code: 027801382)

    (ISIN: XS0278019947; Common Code: 027801994)

    (ISIN: XS0278020879; Common Code: 027802087)

    (ISIN: XS0278023972; Common Code: 027802397)

    (ISIN: XS0278025084; Common Code: 027802508)

    (ISIN: XS0278026215; Common Code: 027802621)

    (ISIN: XS0278027452; Common Code: 027802745)

    (ISIN: XS0278028187; Common Code: 027802818)

    (the "Series MERCs")

    Residual Certificates due June 2044

    (ISIN: XS0277999735; Common Code: 027799973)

    (ISIN: XS0277763370; Common Code: 027776337)

    (ISIN: XS0277973425; Common Code: 027797342)

    (ISIN: XS0277975636; Common Code: 027797563)

    (ISIN: XS0277976360; Common Code: 027797636)

    (ISIN: XS0277977509; Common Code: 027797750)

    (ISIN: XS0277978812; Common Code: 027797881)

    (ISIN: XS0277980123; Common Code: 027798012)

    (ISIN: XS0277981444; Common Code: 027798144)

    (ISIN: XS0277988456; Common Code: 027798845)

    (ISIN: XS0277991591; Common Code: 027799159)

    (ISIN: XS0277992565; Common Code: 027799256)

    (ISIN: XS0277993373; Common Code: 027799337)

    (ISIN: XS0277994181; Common Code: 027799418)

    (ISIN: XS0277994777; Common Code: 027799477)

    (ISIN: XS0277995402; Common Code: 027799540)

    (ISIN: XS0277996558; Common Code: 027799655)

    (ISIN: XS0277997523; Common Code: 027799752)

    (ISIN: XS0277998927; Common Code: 027799892)

    (ISIN: XS0278031215; Common Code: 027803121)

    (the "Series Residuals")

    issue of Series 2006-NS4mortgage backed medium term note programme

    issued by

    RMAC SECURITIES No. 1 PLC

    (the "Issuer")

    on 12 December 2006

    The Class A2a Notes, Class A3a Notes, Class M1a Notes, Class M1c Notes, Class M2a Notes, Class M2c Notes, Class B1a Notes, Class B1c Notes, the Series MERCs and the Series Residuals are together referred to as the "Notes".

    References in this Notice to a Class of Notes shall be deemed to be a reference to the Class A2a Notes, Class A3a Notes, Class M1a Notes, Class M1c Notes, Class M2a Notes, Class M2c Notes, Class B1a Notes, Class B1c Notes, the Series MERCs and the Series Residuals, as the case may be, and accordingly this Notice is convening separate Meetings of the holders of the Notes of each Class.

    NOTICE IS HEREBY GIVENto Noteholders that, at separate Meetings of the holders of the Class A2a Notes, Class A3a Notes, Class M1a Notes, Series MERCs and Series Residuals convened by the Notice to Noteholders dated 20 January 2012 (the "Notice of Meetings") and held on 22 February 2012, the Extraordinary Resolution (set out in the Notice of Meetings) was duly passed by the holders of the Class A2a Notes, Class A3a Notes, Class M1a Notes, Series MERCs and Series Residuals.

    NOTICE IS HEREBY ALSO GIVENthat the separate Meetings of the holders of Class M1c Notes, Class M2a Notes, Class M2c Notes, Class B1a Notes and Class B1c Notes convened by the Issuer at the offices of Berwin Leighton Paisner LLP, at Adelaide House, London Bridge London EC4R 9HA on Wednesday, 22 February 2012 by the Notice of Meetings were each adjourned through a lack of quorum and that separate adjourned Meetings of the holders of Class M1c Notes, Class M2a Notes, Class M2c Notes, Class B1a Notes and Class B1c Notes convened by the Issuer will be held at the offices of Berwin Leighton Paisner LLP at Adelaide House, London Bridge, London EC4R 9HA on Monday, 2 April 2012 at 2.10p.m. (in respect of the Class M1c Notes), 2.15p.m. (in respect of the Class M2a Notes), 2.20p.m. (in respect of the Class M2c Notes), 2.25p.m. (in respect of the Class B1a Notes) and 2:30p.m. (in respect of the Class B1c Notes) (or, in each case, as soon after such time as the previous adjourned Meeting convened by this Notice shall have been concluded or adjourned and in each case London time), for the purpose of considering and, if thought fit, passing the Resolution set out below which will be proposed at each adjourned Meeting as an Extraordinary Resolution in accordance with the provisions of the Trust Terms (as amended) (the "Trust Terms") dated 29 March 2006 made between the Issuer and BNY Mellon Corporate Trustee Services Limited (the "Series Note Trustee") as trustee for the Noteholders and constituting the Notes.

    Capitalised terms used but not otherwise defined herein shall have the meanings ascribed to them in the Terms and Conditions of the Notes set out in the Trust Terms, the Series Liquidity Facility Agreement (the "Series Liquidity Facility Agreement") dated 29 March 2006 and entered into between the Issuer, the Trustee and Barclays Bank PLC (NYSE: BCS-PA - news) ("Barclays (LSE: BARC.L - news) ") acting as series liquidity facility provider (the "Series Liquidity Facility Provider") and the master definitions schedule dated 29 March 2006 (the "Master Definitions Schedule").

    1 BACKGROUND to the Proposed Amendment

    1.1 Barclays acts as Series Liquidity Facility Provider pursuant to the Series Liquidity Facility Agreement. Pursuant to the Series Liquidity Facility Agreement, Barclays made available to the Issuer a 364-day committed liquidity facility..

    1.2 Clause 24.1 of the Liquidity Facility Agreement sets out certain obligations on the part of the Issuer in the event that the Series Liquidity Facility Provider fails to maintain the required ratings. Such required ratings means, in respect of the Series Liquidity Facility Provider's short-term unguaranteed, unsecured and unsubordinated debt obligations, ratings at or above P-1 by Moody's, A-1+ by S∓P and F1+ by Fitch. If the Series Liquidity Facility Provider's ratings are downgraded below such required ratings, the Issuer has a period of 30 days from the date on which such downgrading is notified to the Issuer to use its reasonable endeavours to arrange for a Substitute Liquidity Provider to provide a liquidity facility to the Issuer on terms and conditions which are in all material respects identical to those in the Liquidity Facility Agreement and to accept a commitment of an amount equal to that of the Series Liquidity Facility Provider thereunder. If the Issuer is unable to arrange a Substitute Liquidity Provider within 30 days of receipt of such notice of such downgrade, then the Issuer shall, subject to the terms of the Liquidity Facility Agreement, immediately serve a Notice of Drawdown on the Series Liquidity Facility Provider, requesting a Liquidity Facility Stand-by Drawing in an amount equal to the Available Commitment and credit such amount immediately on deposit in an adequately secured (in the reasonable opinion of the Series Note Trustee) deposit account with a bank or financial institution having a short term unsecured unsubordinated and unguaranteed debt rating of P-1 by Moody's, A-1+ by S∓P and F1+ by Fitch or, with the consent of the Rating Agencies, the equivalent rating from another internationally recognised rating agency.

    1.3 On 29 November (Stuttgart: A0Z24E - news) 2011, S∓P downgraded the short term rating of Barclays from A-1+ to A-1, and on 15 December 2011, Fitch downgraded the short term rating of Barclays from F1+ to F1 (together, the "Downgrade").

    2 Proposal

    2.1 The Series Servicer has proposed that the Series Note Trustee should (i) amend the required ratings of Barclays for the purposes of Clause 24.1 of the Series Liquidity Facility Agreement in connection with the Downgrade for the purpose of bringing the Series Liquidity Facility Agreement into line with the Updated S∓P Criteria (as defined below) and the Updated Fitch Criteria (as defined below) and (ii) waive any breach of the terms of the Series Liquidity Facility Agreement that has occurred as a result of the Downgrade.

    2.2 The proposed amendment and waiver (the "Proposal") would enable Barclays to continue in the capacity of Series Liquidity Facility Provider and would mean that a Liquidity Facility Stand-by Drawing would not be required as a result of the Downgrade.

    2.3 The Series Note Trustee has not verified the impact or extent of the proposed amendment and waiver on any of the Transaction Documents, the Notes or otherwise and holders should therefore undertake their own assessment of the Proposal.

    2.4 The Issuer is of the opinion that it is in the interests of all Noteholders that Barclays continues in its role as Series Liquidity Facility Provider for the following reasons:

    (a) S∓P's counterparty criteria for Structured Finance Transactions (the "Updated S∓P Criteria") states that a counterparty with a short-term unsecured debt rating of at least A1 is generally eligible to support the ratings of transactions up to "AAA";

    (b) Fitch's counterparty criteria for Structured Finance Transactions (the "Updated Fitch Criteria") states that a counterparty with a short-term unsecured debt rating of at least F1 is generally eligible to support the ratings of transactions up to "AAAsf";

    (c) The Issuer is in the process of attempting to find a suitable replacement which meets the existing minimum ratings criteria for the role that Barclays currently performs but have currently found no suitable replacement willing to undertake the role;

    (d) The rating downgrades were made in relation to a significant number of financial institutions and not only Barclays. The rating downgrades mean that there are currently very few financial institutions that meet the existing minimum ratings criteria for the role; and

    (e) Changing the Series Liquidity Facility Provider in the current financial environment (even should a replacement be found) would likely result in additional costs and disruption which will not be in the Noteholders' interests.

    2.5 The Administrator has confirmed that (a) no Liquidity Drawings under the Liquidity Facility have been made to date and (b) there has been no changes in Transaction cash flows which suggests it will be necessary to make Liquidity Drawings in the near future for the Transaction.

    3 RATIONALE FOR THE PROPOSAL

    3.1 If a Liquidity Facility Stand-by Drawing is made, it will result in an increased amount payable by the Issuer to the Series Liquidity Facility Provider.

    3.2 At present, as per the Liquidity Facility Agreement, only a commitment fee is payable on the (undrawn) Available Commitment. This is calculated at the rate of 0.18 per cent. per annum which amounts to a commitment fee of approximately £124,880.

    3.3 The Liquidity Facility Agreement provides that the rate of interest applicable to the Liquidity Facility Stand-by Drawing is the aggregate of the Applicable Margin (this is specified in the Liquidity Facility Agreement as a rate of 0.43 per cent. per annum), LIBOR (which is currently about 1.00 per cent.) plus the Associated Costs Rate. At the current rates, the sum of the Applicable Margin and LIBOR amounts to approximately £992,110 (which is an approximate calculation by Barclays in its capacity as Series Liquidity Facility Provider, but Barclays does not take responsibility for the approximate calculations and they have not been verified by the Issuer or the Series Note Trustee) plus the Associated Costs Rate (which cannot be estimated at this time).

    3.4 Therefore, it would be economically beneficial not to make a Liquidity Facility Stand-by Drawing. Not making a Liquidity Facility Stand-by Drawing would mean the Issuer continues to pay only the commitment fee, thus avoiding a reduction of approximately £867,230 (plus the Associated Costs Rate) in the annual amount available to pay interest on the Notes.

    3.5 In addition, Clause 24.1 of the Liquidity Facility Agreement provides that a Liquidity Facility Stand-by Drawing must be deposited in an account with a bank or financial institution which has a short-term unsecured, unsubordinated and unguaranteed debt rating of P-1 by Moody's, A-1+ by S∓P and F1+ by Fitch. Barclays does not currently meet this requirement and the Issuer does not currently have an account for such purpose established at another financial institution with the required ratings.

    4 Noteholder approval

    4.1 An Extraordinary Resolution of the holders of the Notes of each Class approving the amendment and waiver by the Series Note Trustee described in this Notice is required to provide the Series Note Trustee with the direction and authority to agree to the amendment and waiver.

    4.2 The Issuer has accordingly convened the Meetings by this Notice to request the holders of the Notes to approve by Extraordinary Resolution the Proposal and matters described in this Notice.

    4.3 Noteholders who wish to obtain further information or have any queries in regard to the Downgrade may contact Barclays using the contact details indicated on the last page of this notice.

    5 EXTRAORDINARY RESOLUTION

    THE EXTRAORDINARY RESOLUTION to be proposed at each Meeting is in the following terms:

    "THAT THIS MEETING of the holders (the "Noteholders") of the [Class M1c Notes/ Class M2a Notes/ Class M2c Notes/ Class B1a Notes/ Class B1c Notes] presently outstanding (the "Notes") of RMAC Securities No 1 PLC (Series 2006-NS4 PLC) (the "Issuer") which are constituted by the trust deed (the "Trust Deed") dated 12 December 2006 (as amended) between the Issuer and BNY Mellon Corporate Trustee Services Limited (the "Series Note Trustee") (which incorporates the Trust Terms dated 29 March 2006, as amended, restated and/or modified from time to time (the "Trust Terms")), by Extraordinary Resolution (as defined in the Trust Terms) (this "Extraordinary Resolution") HEREBY:

    5.1 Resolves and assents to and sanctions (and authorises, directs, requests and empowers the Issuer and the Series Note Trustee to consent to), the amendment in Clause 24.1 of the Series Liquidity Facility Agreement with the deletion of "A-1+ by S∓P" and replacement with "A-1 by S∓P" and the deletion of "F1+ by Fitch" and replacement with "F1 by Fitch" necessitated as a result of the downgrade by S∓P on 29 November 2011 of the short term counterparty credit rating of Barclays from 'A-1+' to 'A-1' and the downgrade by Fitch on 15 December 2011 of the short term counterparty credit rating of Barclays from 'F1+' to 'F1' (the "Downgrade");

    5.2 Resolves to, and hereby, waives and directs, requests, empowers and authorises the Series Note Trustee to waive any breach of the terms of the Liquidity Facility Agreement that has occurred as a result of the Downgrade and declares that any Event of Default arising as a result of the Downgrade shall not be treated as such for the purposes of the Trust Terms;

    5.3 Sanctions any and every modification, abrogation, variation, arrangement or compromise of the rights of the Noteholders appertaining to the Notes against the Issuer or the covenants or provisions of the Trust Terms, the Conditions, the Notes or any other Transaction Documents or otherwise involved or affected by the implementation of this Extraordinary Resolution;

    5.4 Authorises, directs, empowers and requests the Series Note Trustee to concur in and execute and do all such deeds, instruments, documents, acts and things as may, in the opinion of the Series Note Trustee, be necessary or expedient to carry out and give full effect to this Extraordinary Resolution; and

    5.5 Discharges, releases and exonerates the Series Note Trustee from any and all liability for which it has become or may become responsible under the Trust Terms, the Notes, the Conditions or any other Transaction Document in respect of any act or omission in connection with this Extraordinary Resolution or the implementation thereof and declares that the Series Note Trustee shall have no liability to Noteholders for its acts or omissions in furtherance of this Extraordinary Resolution."

    6 AVAILABLE DOCUMENTS

    6.1 Copies of:

    (a) the Trust Terms, including Schedule 13 (Provisions for Meetings of Noteholders);

    (b) the Master Definitions Schedule;

    (c) the Terms and Conditions of the Notes;

    (d) the Liquidity Facility Agreement;

    (e) the Prospectus;

    (f) the Updated S∓P Criteria; and

    (g) the Updated Fitch Criteria

    are available for inspection at any time during normal business hours on any Business Day from the date of this notice up to, and including, the date of the Meeting at the address for The Bank of New York Mellon, London Branch (the "Series Principal Paying Agent") as set out at the end of this Notice.

    6.2 The attention of Noteholders is particularly drawn to the quorum required for the Meetings and for any adjourned Meetings which is set out in paragraph 7 ("Voting and Quorum") below.

    7 VOTING AND QUORUM

    IMPORTANT: The Notes are currently represented by global notes in registered form (the "Global Notes"). These global notes are registered in the name of a nominee for, and deposited with, a common depository for either: (i) Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg" together with Euroclear, the "Clearing Systems" and each a "Clearing System"), or (ii) the Depository Trust Company ("DTC (KOSDAQ: 066670.KQ - news) ").

    The full provisions governing the convening and holding of each Meeting are set out in Schedule 13 (the "Meeting Schedule") to the Trust Terms.

    7.1 For Notes held through Euroclear or Clearstream, Luxembourg:

    This section 7.1 only applies to Notes held through Euroclear or Clearstream, Luxembourg.

    For the purposes of the Trust Terms and the Meetings, "Noteholder" means the persons in whose name the Notes are registered. Accordingly the only Noteholder for these purposes is the nominee for the common depositary (the "Registered Holder"). Each person who is the beneficial owner (a "Beneficial Owner") of a particular principal amount of the Notes through the Clearing Systems or their respective account holders ("Accountholders") should note that such person is not considered to be a Noteholder for the purposes of the Meetings and will only be entitled to attend and vote at the Meetings or to appoint a proxy to do so in accordance with the procedures set out below.

    A Beneficial Owner wishing to attend a Meeting in person must produce at that Meeting a valid voting certificate issued by the Series Principal Paying Agent relating to the Note(s) in respect of which he wishes to vote. A Beneficial Owner may request a voting certificate by (i) blocking his Notes in his Clearing System account (or procuring his Accountholder to block such Notes on his behalf) as described below and (ii) instructing (through the Clearing Systems) the Registered Holder to request the Series Principal Paying Agent to issue him with a voting certificate at the relevant Meeting.

    A Beneficial Owner not wishing to attend and vote at a 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 blocking his Notes in his Clearing System account (or procuring his Accountholder to block such Notes on his behalf) as described below and giving his voting instructions to Clearstream, Luxembourg and/or Euroclear) instructing the Registered Holder to instruct the Series Principal Paying Agent to appoint a proxy to attend and vote at the relevant Meeting in respect of his Notes in accordance with his instructions.

    In order to obtain voting certificates or give voting instructions in respect of a Meeting, an Accountholder 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 the Series Principal Paying Agent not later than 48 hours before the time appointed for holding the relevant Meeting and within the relevant time limit specified by the relevant Clearing System (which may be earlier). Notes so blocked will not be released until the earlier of:

    (a) the conclusion of the relevant Meeting (or, if applicable, any adjournment of such Meeting); and

    (b) (i) in respect of (a) voting certificate(s), the surrender to the Series Principal Paying Agent of such voting certificate(s) and notification by the Series Principal 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 relevant 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 Series Principal Paying Agent and the same then being notified in writing by the Series Principal Paying Agent to the Issuer at least 48 hours before the time appointed for holding the relevant Meeting and such Notes ceasing in accordance with the procedures of the relevant Clearing System and with the agreement of the Series Principal Paying Agent to be held to its order or under its control.

    Beneficial Owners should note that the Clearing Systems and Accountholders may have earlier deadlines than those specified above. Beneficial Owners should contact the Accountholder or Clearing System through which they hold their Notes to arrange for such Accountholder or Clearing System to request a voting certificate or give voting instructions on their behalf.

    7.2 For Notes held through DTC:

    This section 7.2 only applies to Notes held through DTC.

    For the purposes of Notes held through DTC, each direct participant in DTC holding a principal amount of the Notes, as reflected in the records of DTC, as at the close of business in New York (Frankfurt: A0DKRK - news) on 19 January 2012 (the "Record Date") will be considered to be a Noteholder upon DTC granting an omnibus proxy authorising DTC direct participants to vote at the relevant Meeting (by delivering a form of proxy).

    The Record Date has been fixed as the date for the determination of Noteholders entitled to vote at the Meetings. The delivery of a form of proxy, as defined and described below, will not affect a Noteholder's right to sell or transfer any Notes, and a sale or transfer of any Notes after the Record Date will not have the effect of revoking any form of proxy properly delivered by a Noteholder. Therefore, each properly delivered form of proxy will remain valid notwithstanding any sale or transfer of any Notes to which such form of proxy relates.

    A DTC direct participant, duly authorised by an omnibus proxy from DTC, may, by an instrument in writing in the English language (a "form of proxy") in the form available from the office of Bank of New York Mellon Corporation specified below signed by such DTC direct participant, or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of Bank of New York Mellon Corporation no later than 48 hours prior to the time for which the relevant Meeting or adjourned meeting is convened, appoint any person (a "proxy") to attend and act on his or its behalf in connection with any Meeting (or any adjourned Meeting).

    A proxy so appointed shall so long as such appointment remains in force be deemed, for all purposes in connection with the relevant Meeting (or any adjourned Meeting) to be the holder of the Notes to which such appointment relates and the relevant Noteholder shall be deemed for such purposes not to be the holder.

    Only Noteholders (i.e. DTC direct participants) may deliver a form of proxy. A beneficial owner of an interest in Notes held through a DTC direct participant must direct such DTC direct participant to deliver a form of proxy on its behalf.

    Any DTC direct participant who intends to deliver one or more properly completed forms of proxy should deliver the same by registered mail, hand delivery, overnight courier or by e-mail or facsimile (with an original delivered subsequently) to Bank of New York Mellon Corporation at its address, e-mail address or facsimile number set forth below. Such forms of proxy must be received by Bank of New York Mellon Corporation no later than 48 hours before the time fixed for the relevant Meeting.

    The registered ownership of a Note as of the Record Date shall be proved by the Registrar. The ownership of Notes held through DTC by DTC direct participants shall be established by a DTC security position listing provided by DTC as of the Record Date.

    7.3 General provisions relating to the Meetings:

    7.3.1 The quorum required at a Meeting (or any adjournment thereof) for passing an Extraordinary Resolution is two or more persons present holding Notes of the relevant class and/or, as the case may be, voting certificates and/or being proxies or representatives in respect thereof and holding or representing in the aggregate more than 50% of the aggregate Principal Amount Outstanding of the Notes of the relevant Class then outstanding or of the Total Number Outstanding, in the case of Series MERCs and Series Residuals.

    7.3.2 Every resolution submitted to the Meetings will be decided in the first instance by a show of hands, then (if so demanded in accordance with the following paragraph) by a poll and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Noteholder (in the case of Notes in definitive form) or as a holder of a voting certificate or as a proxy or representative.

    7.3.3 At any Meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or the Issuer or by two or more persons present holding Notes of the relevant class and/or voting certificates and/or being proxies or representatives and holding or representing in the aggregate not less than one-fiftieth part of the aggregate of the Principal Amount Outstanding of the Notes of the relevant class or the aggregate Total Number Outstanding of the Series MERCs or Series Residuals, as the case may be, then outstanding, a declaration by the chairman that a resolution has been carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

    7.3.4 To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than 75% of the votes cast (whether on a show of hands or a poll, provided that such majority represent over 50% of the aggregate Principal Amount Outstanding of the Notes of such class or, in the case of the Series MERCs and the Series Residuals, of the aggregate Total Number Outstanding of such Series MERCs and/or the Total Number Outstanding of the Series Residuals). If passed, the Extraordinary Resolution will be binding upon all the Noteholders of the relevant class, whether or not present at the relevant Meeting and whether or not voting.

    7.4 Noteholders who hold their Notes through the Clearing Systems should contact the relevant Clearing System with any questions and requests for assistance in relation to the voting process (including the blocking of Notes).

    Noteholders who hold their Notes through an intermediary should contact such intermediary with any questions and requests for assistance in relation to the voting process.

    7.5 Governing Law

    The terms of this Notice shall be governed by and construed in accordance with English law.



    Noteholders whose Notes are held by Euroclear or Clearstream, Luxembourg should contact the following for further information:

    Euroclear

    Corporate Action Department

    telephone: Brussels +(322) 224 4245

    email: bonds_offers@Euroclear.com

    Clearstream, Luxembourg

    CIE Department

    telephone: Luxembourg + (352) 46564 6414

    fax: + (352) 46564 8248

    email: ciefaxes.cs@clearstream.com

    Noteholders whose Notes are held through DTC should contact the following for further information:

    Bank of New York Mellon Corporation

    Corporate Trust - Reorganization Unit

    101-0700

    101 Barclay Street

    New York, NY 10286

    Attn: Carolle Montreuil

    Email: carolle.montreuil@bnymellon.com

    Telephone: (212)-815-5920

    Fax: (212)-298-1915



    Series Principal Paying Agent

    The Bank of New York Mellon

    Debt Restructuring Services

    One Canada Square

    Canary Wharf

    London E14 5AL

    Attention: Debt Restructuring Services

    Telephone No.: +44 20 7964 4958

    Facsimile No.: +44 20 7964 2536

    Email: debtrestructuring@bnymellon.com

    Series Liquidity Facility Provider

    Barclays Bank PLC

    5 The North Colonnade

    Canary Wharf

    London E14 4BB

    United Kingdom

    Tel +44 20 7773 7956

    Fax + 44 20 7773 7963

    Email: sean.white2@barclayscapital.com

    Issuer

    RMAC Securities No. 1 PLC

    5 Arlington Square

    Downshire Way

    Bracknell

    Berkshire

    RG12 1WA

    United Kingdom

    Tel +44 20 7398 6300

    Fax +44 20 7398 6325

    Email: directors-uk@sfmeurope.com

    This notice is given by the Issuer.

    23 February 2012

    ENDSTRTJMATMBJTBRT
     

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