COMPANY ANNOUNCEMENT
For Immediate Release 23 February 2012
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Sydney Street Finance Limited
(A limited liability company incorporated in Jersey with registered number 89907) (the "Issuer")
Re: Notice of Results of Noteholders Meetings and Notice of Resumed Meeting of Noteholders
The following Notes were issued by the Issuer on 15 April 2005:
EUR 70,000,000 Class A1 Floating Rate Credit-Linked Notes
(Common Code 021758787 / ISIN XS0217587871) (the "Class A1 Notes")
EUR 66,700,000 Class A2 Floating Rate Credit-Linked Notes
(Common Code 021758841 / ISIN XS0217588416) (the "Class A2 Notes")
EUR 60,000,000 Class B Floating Rate Credit-Linked Notes
(Common Code 021758884 / ISIN XS0217588846) (the "Class B Notes")
EUR 46,700,000 Class C Floating Rate Credit-Linked Notes
(Common Code 021758914 / ISIN XS0217589141) (the "Class C Notes")
EUR 44,000,000 Class D Floating Rate Credit-Linked Notes
(Common Code 021758957 / ISIN XS0217589570) (the "Class D Notes")
EUR 26,700,000 Class E Floating Rate Credit-Linked Notes
(Common Code 021758981 / ISIN XS0217589810) (the "Class E Notes")
EUR 21,350,000 Class F Floating Rate Credit-Linked Notes
(Common Code 021759023 / ISIN XS0217590230) (the "Class F Notes")
EUR 21,350,000 Class G Floating Rate Credit-Linked Notes
(Common Code 021759074 / ISIN XS0217590743) (the "Class G Notes")
EUR 20,000,000 Class H Floating Rate Credit-Linked Notes
(Common Code 021759104 / ISIN XS0217591048) (the "Class H Notes")
(each a "Class of Notes", the notes are together the "Notes" and the holders thereof the "Noteholders")
Reference is made to the note trust deed dated 15 April 2005, as amended on 1 August 2008 and as further amended or supplemented from time to time between the Issuer and BNY Mellon Corporate Trustee Services Limited (formerly BNY Corporate Trustee Services Limited) (as the Security Trustee and the Note Trustee) (the "Note Trust Deed") and to Schedule 4 (Provisions for Meetings of the Noteholders) to the Note Trust Deed.
The Issuer wishes to announce that it has delivered a notice of the results of the meetings of Noteholders held at 10.00 am on 17 February 2012 and notice of a certain resumed meeting to the Noteholders in a manner prescribed by the Conditions and Schedule 4 (Provisions for Meetings of the Noteholders) to the Note Trust Deed. A copy of such notice to Noteholders is attached in Annex 1 hereto
The resumed meeting of the holders of the Class F Notes will be held from 10.00 am on 5 March 2012 at the offices of Sidley Austin LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, United Kingdom.
This announcement is delivered to the Irish Stock Exchange in accordance with Condition 17.4 of the Notes.
This notice is effective on 23 February 2012.
All terms and expressions used but not defined herein shall have the meanings given to them in the terms and conditions of the Notes (the "Conditions") as set out in Schedule 3 (Terms and Conditions of the Notes) to the Note Trust Deed.
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For further information please contact: |
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The Bank of New York Mellon (Ireland (Xetra: A0Q8L3 - news) ) Limited
Tracy Sheridan Hanover Building Windmill Lane Dublin 2 T: +353 1 900 6991 |
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ANNEX 1
Notice to Noteholders
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take, you are recommended to seek your own financial 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 referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
________________________________________________________________________________
NOTICE OF RESULTS OF MEETINGS AND RESUMED MEETING
of the respective holders of the
EUR 70,000,000 Class A1 Floating Rate Credit-Linked Notes
(Common Code 021758787 / ISIN XS0217587871) (the "Class A1 Notes")
EUR 66,700,000 Class A2 Floating Rate Credit-Linked Notes
(Common Code 021758841 / ISIN XS0217588416) (the "Class A2 Notes")
EUR 60,000,000 Class B Floating Rate Credit-Linked Notes
(Common Code 021758884 / ISIN XS0217588846) (the "Class B Notes")
EUR 46,700,000 Class C Floating Rate Credit-Linked Notes
(Common Code 021758914 / ISIN XS0217589141) (the "Class C Notes")
EUR 44,000,000 Class D Floating Rate Credit-Linked Notes
(Common Code 021758957 / ISIN XS0217589570) (the "Class D Notes")
EUR 26,700,000 Class E Floating Rate Credit-Linked Notes
(Common Code 021758981 / ISIN XS0217589810) (the "Class E Notes")
EUR 21,350,000 Class F Floating Rate Credit-Linked Notes
(Common Code 021759023 / ISIN XS0217590230) (the "Class F Notes")
EUR 21,350,000 Class G Floating Rate Credit-Linked Notes
(Common Code 021759074 / ISIN XS0217590743) (the "Class G Notes")
EUR 20,000,000 Class H Floating Rate Credit-Linked Notes
(Common Code 021759104 / ISIN XS0217591048) (the "Class H Notes")
(each a "Class of Notes", the notes are together the "Notes" and the holders thereof the "Noteholders")
issued by
SYDNEY STREET FINANCE LIMITED
(a limited liability company incorporated in Jersey with registered number 89907)
(the "Issuer")
The meetings of the Noteholders of each Class of Notes, convened by the Issuer in accordance with paragraph 4 of Schedule 4 (Provisions for Meetings of the Noteholders) to the Note Trust Deed (as defined below), were held on 17 February 2012 at the offices of Sidley Austin LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, United Kingdom (in respect of each Class, the "Meeting", and together, the "Meetings"). The notice of such Meetings was delivered to the Noteholders in accordance with the provisions of the Note Trust Deed on 25 January 2012 (the "Notice of Meetings") and such Notice of Meetings is scheduled to this notice as Schedule 1.
In accordance with the provisions of the note trust deed dated 15 April 2005, as amended on 1 August 2008 and as further amended or supplemented from time to time (the "Note Trust Deed") made between the Issuer and BNY Mellon Corporate Trustee Services Limitedas note trustee and security trustee, NOTICE IS HEREBY GIVEN that at the Meetings of the Noteholders referred to above, the extraordinary resolution (the "Extraordinary Resolution") set out in Part A to the Notice of Meetings was passed by the Noteholders of the Class A1 Notes, the Class A2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class G Notes and the Class H Notes. However, the Meetings of the holders of the Class F Notes did not meet the requisite quorum threshold and as a result the Extraordinary Resolution was not sanctioned by the holders of the Class F Notes.
Accordingly, the Meeting of the holders of the Class F Notes to consider the Extraordinary Resolution was therefore adjourned and notice is hereby given that such adjourned Meetings will be reconvened from 10:00 am on Monday, 5 March 2012 at the offices of Sidley Austin LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, United Kingdom (the "Resumed Meeting").
The text of the Extraordinary Resolution which will be considered by the holders of the Class F Notes at the Resumed Meeting is set out in full in Part A to the Notice of Meetings scheduled hereto. For these purposes, references to 'Meeting' in such Extraordinary Resolution shall be references to the 'Resumed Meeting'.
The attention of the holders of interests in the Class F Notes is drawn to the Summary Information Document set out in Annex 1 to the Notice of Meetings and to the procedures and process for the Meetings outlined in Parts B, C, D, E and F to the Notice of Meetings. Such Summary Information Document, procedures and process shall apply to the Resumed Meeting provided that the "Latest Appointment Time" shall be 4.00 p.m. (London time) on 29 February 2012 and the quorum of such Resumed Meeting of the holders of the Class F Notes for passing the Extraordinary Resolution shall be one or more persons (whether Holders, Proxies or Representative) representing or holding not less than one quarter of the aggregate Initial Principal Balance of the outstanding Notes of the Class F Notes.
For the purposes of the Resumed Meeting, for any Noteholder whose Notes are held through the Clearing Systems, the Expiration Date is 4.00 p.m. (London time) on 29 February 2012.
Having regard to such requirements, each holder of an interest in a Class F Note is strongly urged to promptly make a System Appointment (as described in the Part D of the Notice of Meetings scheduled hereto) directing the Registered Holder to appoint a Representative to attend and vote at the proposed Resumed Meeting in accordance with the instructions of such Holder.
The holders of the Class F Notes may appoint Proxies by executing and delivering a Form of Proxy to the Specified Office of the Registrar up to 48 hours (as defined in the Notice of Meetings) before the time fixed for the Resumed Meeting or, in the case of corporations, may appoint Representatives by resolution of their directors or other governing body and by delivering an executed or certified copy of the resolution to the Registrar not later than 48 hours before the time fixed for the Resumed Meeting.
Voting certificates issued, voting instructions given and the appointment of Proxies in respect of the adjourned Meetings of the Noteholders of the Class F Notes will continue to be valid for the Resumed Meeting, unless previously duly surrendered, revoked or amended.
This Notice is given by Sydney Street Finance Limited.
Sydney Street Finance Limited
By: …………………………………..
Director
Dated: 23 February 2012
SCHEDULE 1
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take, you are recommended to seek your own financial 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 referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
________________________________________________________________________________
NOTICE OF MEETINGS
of the respective holders of the
EUR 70,000,000 Class A1 Floating Rate Credit-Linked Notes
(Common Code 021758787 / ISIN XS0217587871)
EUR 66,700,000 Class A2 Floating Rate Credit-Linked Notes
(Common Code 021758841 / ISIN XS0217588416)
EUR 60,000,000 Class B Floating Rate Credit-Linked Notes
(Common Code 021758884 / ISIN XS0217588846)
EUR 46,700,000 Class C Floating Rate Credit-Linked Notes
(Common Code 021758914 / ISIN XS0217589141)
EUR 44,000,000 Class D Floating Rate Credit-Linked Notes
(Common Code 021758957 / ISIN XS0217589570)
EUR 26,700,000 Class E Floating Rate Credit-Linked Notes
(Common Code 021758981 / ISIN XS0217589810)
EUR 21,350,000 Class F Floating Rate Credit-Linked Notes
(Common Code 021759023 / ISIN XS0217590230)
EUR 21,350,000 Class G Floating Rate Credit-Linked Notes
(Common Code 021759074 / ISIN XS0217590743)
EUR 20,000,000 Class H Floating Rate Credit-Linked Notes
(Common Code 021759104 / ISIN XS0217591048)
(each a "Class", the notes are together the "Notes" and the holders thereof the "Noteholders")
issued by
SYDNEY STREET FINANCE LIMITED
(a limited liability company incorporated in Jersey with registered number 89907)
(the "Issuer")
In accordance with the provisions of the note trust deed dated 15 April 2005 as amended on 1 August 2008 and as further amended or supplemented from time to time (the "Note Trust Deed") made between the Issuer and BNY Mellon Corporate Trustee Services Limitedas note trustee (the "Note Trustee", for and on behalf of the Noteholders) and as security trustee (the "Security Trustee", for and on behalf of the Secured Parties and the Security Trustee, together with the Note Trustee the "Trustees" ),
NOTICE IS HEREBY GIVEN that meetings of the Noteholders of each Class of Notes, convened by the Issuer in accordance with paragraph 4 of Schedule 4 (Provisions for Meetings of the Noteholders) to the Note Trust Deed, will be held on Friday, 17 February 2012 at the offices of Sidley Austin LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, United Kingdom (in respect of each Class, the "Meeting").
Concurrent Meetings of the Noteholders of each Class (each a "Procedural Meeting") will be held at 10:00a.m. on Friday, 17 February 2012. The Procedural Meetings for each Class will be held to consider, in each case, whether concurrently holding a Meeting of the Noteholders of that Class (the "Relevant Class") to consider the Extraordinary Resolution described below at the same time as the Meetings of Noteholders of one or more other Classes (each also considering the Extraordinary Resolution with respect to their respective Classes) would give rise to an actual or potential conflict of interest between the Noteholders of the Relevant Class and any other Class.
Noteholders will be required to indicate whether they consider that there is an actual or potential conflict of interest between Noteholders of the Relevant Class of Notes and Notes of any other Class (the "Procedural Determination"), in addition to considering the Extraordinary Resolution set out below. Noteholders arranging to be represented at the Meeting via a proxy or a representative will be required to vote in respect of both the Procedural Determination and the Extraordinary Resolution. See paragraph D below for further explanation of the proxy and representative process.
For each Class of Noteholders in respect of which no Noteholder indicates to the Meeting that there is an actual or potential conflict of interest between the Noteholders of the Relevant Class and those of any other Class, concurrent Meetings (each a "Substantive Concurrent Meeting") will be held immediately following the conclusion of the Procedural Meetings described above. Each Substantive Concurrent Meeting will be subject to separate quorum requirements (in accordance with the Terms and Conditions of the Relevant Class of Notes) and will hold a separate vote for the Noteholders of the relevant Class.
For each other Class of Noteholders, separate Meetings (each a "Substantive Sequential Meeting") will be held (following the Substantive Concurrent Meetings (if any)) sequentially in the order in which such Classes are listed above.
A "Substantive Meeting" means a Substantive Concurrent Meeting or a Substantive Sequential Meeting as the context so requires. The purpose of each Substantive Meeting is for the Noteholders of the relevant Class to consider and, if agreed, to pass the resolution set out below, which will be proposed as an extraordinary resolution of such Class of Noteholders at each Substantive Meeting (the "Extraordinary Resolution") pursuant to Schedule 4 (Provisions for Meetings of the Noteholders) to the Note Trust Deed.
The Extraordinary Resolution seeks the consent of the Noteholders to certain amendments to the terms of the credit derivative transaction (the "Transaction") entered into between the Issuer and KBC Investments Cayman Islands V, Ltd. (the "Portfolio Swap Counterparty") and evidenced by a confirmation dated 15 April 2005 (the "Swap Confirmation") supplementing an ISDA Master Agreement of the same date between the Issuer and the Portfolio Swap Counterparty, as well as further consequential amendments to the other Transaction Documents executed in connection with the Notes. In addition, the Extraordinary Resolution authorises, directs and requests the Trustees to give effect to the amendments in accordance with the terms of the Transaction Documents. The ISDA Master Agreement together with the schedule thereto and the Swap Confirmation, the "Portfolio Credit Swap".
Capitalised terms used herein shall, unless otherwise defined herein, have the meanings given to them in the Note Trust Deed and the terms and conditions of the Notes (the "Conditions") scheduled to the Note Trust Deed or the Portfolio Credit Swap, as the case may be.
A.
Extraordinary Resolution
The Extraordinary Resolution, being the "Extraordinary Resolution", relates to:
(a) the modification of:
(1) the Portfolio Credit Swap to provide that:
(1) notwithstanding the current provisions for the valuation of loss following the occurrence of a Credit Event with respect to a Corporate Reference Entity and a Sub-Portfolio and the satisfaction of the Conditions to Settlement with respect to such Reference Entity and Sub-Portfolio, if (aa) ISDA publicly announces (an "ISDA Auction Announcement") that the relevant Credit Derivatives Determinations Committee (as defined in the CDS Definitions) has resolved that an auction (an "Auction") will be held in connection with such Credit Event (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, an Auction will be held for the Relevant Maturity Bucket) and (bb) an Auction Conversion Event has occurred, then the "Final Price" to be used in the valuation of the loss in respect of the relevant Reference Entity and Credit Event shall be the Auction Price; (2) if either (aa) an Auction will not be held in connection with a Credit Event (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, the Relevant Maturity Bucket) or (bb) an Auction Conversion Event has not occurred, then the Final Price shall be determined in accordance with the market valuation provisions set forth in the Portfolio Credit Swap as applicable prior to any modifications pursuant to this Extraordinary Resolution; and (3) the Calculation Agent shall make commercially reasonable efforts to provide written notice to each of the Portfolio Swap Counterparty and the Issuer promptly upon (aa) learning of each ISDA Auction Announcement and (bb) the occurrence of an Auction Conversion Event; provided, however, that under no circumstances shall the Calculation Agent's failure to provide any such notice constitute an Event of Default or Termination Event under the Portfolio Credit Swap; and
(ii) notwithstanding the fact that the Reference Registry may not denote "R", "Mod R" or "Mod Mod R" as applicable to a Reference Entity, "R", "Mod R" or "Mod Mod R", as the case may be, shall apply to such Reference Entity if any such designation is applicable to a Transaction Type correlating to an entity incorporated or established in the Designated Country of such Reference Entity pursuant to the then current version of the Credit Derivatives Physical Settlement Matrixprovided, however, that where, in the opinion of the Calculation Agent, there is ambiguity as to which Transaction Type correlates to an entity incorporated or established in the Designated Country of such Reference Entity, such Transaction Type shall be determined by the Calculation Agent in its sole discretion;
For the purposes of this provision:
Capitalised terms used and not otherwise defined in this provision shall have the meaning ascribed thereto in the Portfolio Credit Swap.
"Auction Conversion Event" means, subject to the passing of this Extraordinary Resolution, the satisfaction of the following conditions, which the Portfolio Swap Counterparty shall be required to make commercially reasonable efforts to pursue: (i) the amendment of the Portfolio Credit Swap and any relevant Transaction Documents to incorporate the modifications described in the Extraordinary Resolution and (ii) the approval of the Belgian State in writing, of each such amendment to the Transaction Documents.
"Auction Price" means the "Auction Final Price" determined pursuant to an Auction (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, the Auction Final Price for the Relevant Maturity Bucket) in accordance with the relevant Credit Derivative Auction Settlement Terms published by ISDA in connection with the relevant Credit Event and subject to the CDS Definitions.
"CDS Definitions" means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determination Committees, Settlement and Restructuring Supplement, published on July 14, 2009 (each as published by ISDA).
"Credit Derivatives Physical Settlement Matrix" means the Credit Derivatives Physical Settlement Matrix as most recently amended and supplemented and as published by ISDA on its website at www.isda.org (or any successor website thereto).
"Designated Country" means, in respect of a Reference Entity, the country specified in the Reference Registry in respect of such Reference Entity.
"ISDA" means the International Swaps and Derivatives Association, Inc.
"Relevant Maturity Bucket" means, with respect to the Transaction and following the occurrence of a Restructuring Credit Event, the "bucket" for the Transaction, as determined by the Calculation Agent, based on its Scheduled Termination Date, in accordance with the relevant Credit Derivative Auction Settlement Terms published by ISDA or, if an Auction will not be held with respect to such a bucket, if the Buyer so elects, the next earliest bucket for which an Auction will be held. For the avoidance of doubt, if an Auction will not be held with respect to the bucket for the Transaction as so determined by the Calculation Agent and the Buyer does not elect to have the Relevant Maturity Bucket be the next earliest bucket for which an Auction will be held, then for purposes of the Swap Confirmation there shall be no Auction held in connection with the relevant "bucket".
"Transaction Type" shall be determined in accordance with the Credit Derivatives Physical Settlement Matrix;
(B) the Portfolio Credit Swap to provide that with regard to a Credit Event (with respect to a Corporate Reference Entity and a Sub-Portfolio) for which the Conditions to Settlement with respect to such Reference Entity and Sub-Portfolio were satisfied prior to the date of any modification to the Portfolio Credit Swap to take account of the Extraordinary Resolution but for which the Final Price has not been determined as at the date of the relevant modification then, provided that by the date of the relevant modification (a) an ISDA Auction Announcement has been made to the effect that the relevant Credit Derivatives Determinations Committee has resolved that an Auction will be held or such Auction has been held in connection with such Credit Event (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, an Auction will be held for the Relevant Maturity Bucket or such Auction has been held) and (b) an Auction Conversion Event occurs, then the Final Price in respect of such Credit Event shall be the Auction Price; and
(C) the Portfolio Credit Swap and/or any other Transaction Document to make any other consequential amendments determined by the Portfolio Swap Counterparty to be necessary to give effect to the amendments proposed in paragraph (a)(A) and (B) above, to disapply provisions of the Transaction Documents that have become redundant as a consequence of such amendments or otherwise make amendments that are considered by the Portfolio Swap Counterparty, acting in good faith, to be necessary to give effect to the commercial agreement reflected in the Extraordinary Resolution; and
(b) the authorisation, direction and request to the Trustees to agree and execute any proposed amendment, supplement, document or agreement determined by the Portfolio Swap Counterparty to be necessary to carry out and give effect to the Extraordinary Resolution (any such amendment, supplement, document or agreement the "Auction Valuation Modification Documents") and to concur in and do all such other acts and things as the Portfolio Swap Counterparty may notify either the Note Trustee or the Security Trustee to be necessary to carry out and give effect to the Extraordinary Resolution.
KBC Bank NV will attend each Meeting in its capacity as Arranger and GIC Provider (in such capacities, "KBC Bank"). KBC Bank's attendance at such Meetings and any statements made by KBC Bank at such Meetings will not imply that KBC Bank owes any duty of care to any person in relation to the matters referred to in this Notice, the matters to be discussed at the Meetings or any matter connected thereto ("Relevant Matters"). KBC Bank disclaims any and all liabilities or duties of care to any person with regard to the Relevant Matters. Furthermore, KBC Bank disclaims any and all liabilities or duties of care to any person to notify any such person of any subsequent change in or correction to any information that relates to the Relevant Matters. Any reliance placed on any information or explanations given by KBC Bank at the Meetings by any Noteholder or other third party shall be entirely at its own risk.
KBC Bank is an Affiliate of KBCI. KBC Bank is also a Noteholder of some of the Notes and for such purposes acts in its own interests and not in the interests of KBCI or any other Affiliate.
KBC Investments Cayman Islands V, Ltd. will attend each Meeting in its capacity as Portfolio Swap Counterparty (in such capacity, "KBCI"). KBCI's attendance at such Meetings, and any statements made by KBCI at such Meetings, are not to be taken as implying that KBCI owes any duty of care to any person in relation to the Relevant Matters. KBCI disclaims any and all liabilities or duties of care to any person with regard to the Relevant Matters. Furthermore, KBCI disclaims any and all liabilities or duties of care to any person to notify any such person of any subsequent change in or correction to any information that relates to the Relevant Matters. Any reliance placed on any information or explanations given by KBCI at the Meetings by any Noteholder or other third party shall be entirely at its own risk.
KBCI is an Affiliate of KBC Bank and all its directors are employees of KBC Bank or one of its Affiliates. KBCI is also a Noteholder of some of the Notes and for such purposes acts in its own interests and not in the interests of KBC Bank or any other Affiliate.
Each of KBCI and KBC Bank, and/or such other Affiliates, acting in various capacities in connection with the transactions described in the Transaction Documents (including in its capacity as a Noteholder), will have only the duties and responsibilities expressly agreed to by such entity in the relevant capacity and will not, by virtue of its or any of its Affiliates acting in any other capacity, be deemed to have other duties or responsibilities or be deemed to be held to a standard of care other than as expressly provided with respect to each such capacity.
The Extraordinary Resolution to be proposed at the Meetings is as follows:
EXTRAORDINARY RESOLUTION
"THAT this Meeting of the holders of the:
EUR 70,000,000 Class A1 Floating Rate Credit-Linked Notes
(Common Code 021758787 / ISIN XS0217587871)
EUR 66,700,000 Class A2 Floating Rate Credit-Linked Notes
(Common Code 021758841 / ISIN XS0217588416)
EUR 60,000,000 Class B Floating Rate Credit-Linked Notes
(Common Code 021758884 / ISIN XS0217588846)
EUR 46,700,000 Class C Floating Rate Credit-Linked Notes
(Common Code 021758914 / ISIN XS0217589141)
EUR 44,000,000 Class D Floating Rate Credit-Linked Notes
(Common Code 021758957 / ISIN XS0217589570)
EUR 26,700,000 Class E Floating Rate Credit-Linked Notes
(Common Code 021758981 / ISIN XS0217589810)
EUR 21,350,000 Class F Floating Rate Credit-Linked Notes
(Common Code 021759023 / ISIN XS0217590230)
EUR 21,350,000 Class G Floating Rate Credit-Linked Notes
(Common Code 021759074 / ISIN XS0217590743)
EUR 20,000,000 Class H Floating Rate Credit-Linked Notes
(Common Code 021759104 / ISIN XS0217591048)
of Sydney Street Finance Limited (the "Issuer", each such class of Notes is referred to as a "Class of Notes", the notes are together the "Notes" and the holders of each Class of Notes a "Class of Noteholders" and together, the "Noteholders") constituted by a note trust deed dated 15 April 2005 as amended on 1 August 2008 and as further amended or supplemented from time to time (the "Note Trust Deed") made between the Issuer and BNY Mellon Corporate Trustee Services Limited (the "Note Trustee") as note trustee (for and on behalf of the Noteholders) and as security trustee (the "Security Trustee" and together with the Note Trustee the "Trustees") hereby, respectively:
1.
sanctions and approves the Auction Valuation Modifications (as defined below);
2.
assents to every modification, variation or abrogation of the provisions of the Portfolio Credit Swap and any and all other Transaction Documents, documents and agreements implementing or arising as a result of the Auction Valuation Modifications or otherwise in connection with the implementation of this Extraordinary Resolution;
3.
authorises, directs and requests the Trustees, following written confirmation from the Portfolio Swap Counterparty that any proposed amendment, supplement, document or agreement determined by the Portfolio Swap Counterparty to be necessary to carry out and give effect to this Extraordinary Resolution (any such amendment, supplement, document or agreement the "Auction Valuation Modification Documents") is in furtherance of or implements the Auction Valuation Modifications and it consents to the proposed modifications pursuant to Condition 13.4(c), without further enquiry, to execute such Auction Valuation Modification Documents and to concur in and do all such other acts and things as the Portfolio Swap Counterparty may notify the Trustees or any one of them to be necessary to carry out and give effect to this Extraordinary Resolution;
4.
discharges and exonerates the Trustees from all liability for which it may have become or may become liable under the Note Trust Deed, the Notes or any Transaction Document in respect of any act or omission in connection with the Auction Valuation Modification Documents, this Extraordinary Resolution or its implementation; and
5.
waives any breach of representation, breach of covenant or Event of Default, if any, which would otherwise occur under or in respect of the Notes or any Transaction Document as a result of the implementation of this Extraordinary Resolution or the Auction Valuation Modification Documents.
Save (Milan: SAVE.MI - news) as otherwise defined, words and expressions used in this Extraordinary Resolution have the meanings given to them in the Note Trust Deed or the Portfolio Credit Swap, as the case may be.
"Auction Valuation Modifications" means the modification of:
(2) the Portfolio Credit Swap to provide that:
(i)(1) notwithstanding the current provisions for the valuation of loss following the occurrence of a Credit Event with respect to a Corporate Reference Entity and a Sub-Portfolio and the satisfaction of the Conditions to Settlement with respect to such Reference Entity and Sub-Portfolio, if (aa) ISDA publicly announces (an "ISDA Auction Announcement") that the relevant Credit Derivatives Determinations Committee (as defined in the CDS Definitions) has resolved that an auction (an "Auction") will be held in connection with such Credit Event (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, an Auction will be held for the Relevant Maturity Bucket) and (bb) an Auction Conversion Event has occurred, then the "Final Price" to be used in the valuation of the loss in respect of the relevant Reference Entity and Credit Event shall be the Auction Price; (2) if either (aa) an Auction will not be held in connection with a Credit Event (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, the Relevant Maturity Bucket) or (bb) an Auction Conversion Event has not occurred, then the Final Price shall be determined in accordance with the market valuation provisions set forth in the Portfolio Credit Swap as applicable prior to any modifications pursuant to this Extraordinary Resolution; and (3) the Calculation Agent shall make commercially reasonable efforts to provide written notice to each of the Portfolio Swap Counterparty and the Issuer promptly upon (aa) learning of each ISDA Auction Announcement and (bb) the occurrence of an Auction Conversion Event; provided, however, that under no circumstances shall the Calculation Agent's failure to provide any such notice constitute an Event of Default or Termination Event under the Portfolio Credit Swap; and
(ii) notwithstanding the fact that the Reference Registry may not denote "R", "Mod R" or "Mod Mod R" as applicable to a Reference Entity, "R", "Mod R" or "Mod Mod R", as the case may be, shall apply to such Reference Entity if any such designation is applicable to a Transaction Type correlating to an entity incorporated or established in the Designated Country of such Reference Entity pursuant to the then current version of the Credit Derivatives Physical Settlement Matrixprovided, however, that where, in the opinion of the Calculation Agent, there is ambiguity as to which Transaction Type correlates to an entity incorporated or established in the Designated Country of such Reference Entity, such Transaction Type shall be determined by the Calculation Agent in its sole discretion;
For the purposes of this provision:
"Auction Conversion Event" means, subject to the passing of this Extraordinary Resolution, the satisfaction of the following conditions, which the Portfolio Swap Counterparty shall be required to make commercially reasonable efforts to pursue: (i) the amendment of the Portfolio Credit Swap and any relevant Transaction Documents to incorporate the modifications described in this Extraordinary Resolution and (ii) the approval of the Belgian State in writing, of each such amendment to the Transaction Documents.
"Auction Price" means the "Auction Final Price" determined pursuant to an Auction (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, the Auction Final Price for the Relevant Maturity Bucket) in accordance with the relevant Credit Derivative Auction Settlement Terms published by ISDA in connection with the relevant Credit Event and subject to the CDS Definitions.
"CDS Definitions" means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determination Committees, Settlement and Restructuring Supplement, published on July 14, 2009 (each as published by ISDA).
"Credit Derivatives Physical Settlement Matrix" means the Credit Derivatives Physical Settlement Matrix as most recently amended and supplemented and as published by ISDA on its website at www.isda.org (or any successor website thereto).
"Designated Country"means, in respect of a Reference Entity, the country specified in the Reference Registry in respect of such Reference Entity.
"ISDA" means the International Swaps and Derivatives Association, Inc.
"Relevant Maturity Bucket" means, with respect to the Transaction and following the occurrence of a Restructuring Credit Event, the "bucket" for the Transaction, as determined by the Calculation Agent, based on its Scheduled Termination Date, in accordance with the relevant Credit Derivative Auction Settlement Terms published by ISDA or, if an Auction will not be held with respect to such a bucket, if the Buyer so elects, the next earliest bucket for which an Auction will be held. For the avoidance of doubt, if an Auction will not be held with respect to the bucket for the Transaction as so determined by the Calculation Agent and the Buyer does not elect to have the Relevant Maturity Bucket be the next earliest bucket for which an Auction will be held, then for purposes of the Swap Confirmation there shall be no Auction held in connection with the relevant "bucket".
"Transaction" means credit derivative transaction entered into between the Issuer and KBC Investments Cayman Islands V, Ltd. (the "Portfolio Swap Counterparty") and evidenced by a confirmation dated 15 April 2005 (the "Swap Confirmation") supplementing an ISDA Master Agreement dated 15 April 2005 between the Issuer and the Portfolio Swap Counterparty. The ISDA Master Agreement together with the schedule thereto and the Swap Confirmation, the "Portfolio Credit Swap".
"Transaction Type" shall be determined in accordance with the Credit Derivatives Physical Settlement Matrix;
(3) the Portfolio Credit Swap to provide that with regard to a Credit Event (with respect to a Corporate Reference Entity and a Sub-Portfolio) for which the Conditions to Settlement with respect to such Reference Entity and Sub-Portfolio were satisfied prior to the date of any modification to the Portfolio Credit Swap to take account of this Extraordinary Resolution but for which the Final Price has not been determined as at the date of the relevant modification then, provided that by the date of the relevant modification (a) an ISDA Auction Announcement has been made to the effect that the relevant Credit Derivatives Determinations Committee has resolved that an Auction will be held or such Auction has been held in connection with such Credit Event (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, an Auction will be held for the Relevant Maturity Bucket or such Auction has been held) and (b) an Auction Conversion Event occurs, then the Final Price in respect of such Credit Event shall be the Auction Price; and
(4) the Portfolio Credit Swap and/or any other Transaction Document to make any other consequential amendments determined by the Portfolio Swap Counterparty to be necessary to give effect to the amendments proposed in paragraphs (A) and (B) above, to disapply provisions of the Transaction Documents that have become redundant as a consequence of such amendments or otherwise make amendments that are considered by the Portfolio Swap Counterparty, acting in good faith, to be necessary to give effect to the commercial agreement reflected in this Extraordinary Resolution."
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IMPORTANT: The attention of the holders of interests in the Notes is particularly drawn to the quorum requirements for the Meeting which are set out in Part D "Voting and Quorum" below. Having regard to such requirement, each holder of an interest in a Note is strongly urged to promptly make a System Appointment (as described below) directing the Registered Holder to appoint a Representative to attend and vote at the proposed Meetings in accordance with the instructions of such Holder. |
In accordance with normal practice, the Trustees express no opinion as to the merits of the proposed Extraordinary Resolution. The Trustees have not been involved in drafting or otherwise formulating any Auction Valuation Modification Documents and makes no representation that all relevant information has been disclosed to the Noteholders in or pursuant to this Notice. The Trustees express no opinion on the proposals set out in this Notice. Noteholders who are in any doubt as to the impact of the implementation of the Extraordinary Resolution or any Auction Valuation Modification Documents should seek their own independent legal and financial advice.
Roles of The Bank of New York Mellon entities, the Irish Paying Agent, the Transfer Agent in Ireland, the Listing Agent and changes in the Specified Office of the Principal Paying Agent, the Agent Bank, the Registrar, the Irish Paying Agent and the Transfer Agent in Ireland:
Pursuant to a court order dated 3 April 2007 certain parts of the business of JPMorgan Chase Bank, N.A. were transferred to and vested in The Bank of New York Mellon (formerly The Bank of New York (Frankfurt: A0DKRK - news) whose name change was recorded in a Certificate of Incorporation on Change of Name given by the Registrar of Companies for England and Wales dated 22 July 2008). For the purposes of this notice, references to The Bank of New York Mellon and a capacity shall, if appropriate, be deemed to include references to JPMorgan Chase Bank, N.A. for so long as it fulfilled that capacity. The registered address of The Bank of New York Mellon acting through its London branch and the Specified Office of the Principal Paying Agent, the Agent Bank and the Registrar is now The Bank of New York Mellon acting through its London branch, One Canada Square, London, E14 5AL.
Pursuant to a special resolution J.P. Morgan Corporate Trustee Services Limited changed its name to BNY Mellon Corporate Trustee Services Limited (formerly BNY Corporate Trustee Services Limited) (as recorded in a Certificate of Incorporation on Change of Name given by the Registrar of Companies for England and Wales on 2 October 2006). The registered address of BNY Mellon Corporate Trustee Services Limited is One Canada Square, London, E14 5AL.
Pursuant to a Letter Agreement dated 23 January 2012 (the "Letter Agreement"), the Issuer appointed The Bank of New York Mellon (Ireland) Limited to act as the Irish Paying Agent, the Transfer Agent in Ireland and the Listing Agent in relation to the Notes. The rights, duties and obligations of J.P. Morgan Bank (Ireland) Plc as the outgoing Irish Paying Agent, Transfer Agent in Ireland and Listing Agent were transferred to and vested in The Bank of New York Mellon (Ireland) Limited, who as of such date became the Irish Paying Agent, the Transfer Agent in Ireland and the Listing Agent in relation to the Notes. The Specified Office of the Irish Paying Agent, the Transfer Agent in Ireland and the Listing Agent is now The Bank of New York Mellon (Ireland) Limited, Hanover Building 4th Floor, Windmill Lane, Dublin 2.
For the avoidance of doubt, notice of the appointments made by the Issuer pursuant to the Letter Agreement and the above changes in the Specified Office of the Principal Paying Agent, the Agent Bank, the Registrar the Irish Paying Agent and the Transfer Agent in Ireland is hereby given to the Noteholders in accordance with Clause 5.1(a) of the Note Trust Deed and Condition 12.9 (Role of Agents) and Condition 17 (Notices) of the Notes.
B.
SUMMARY INFORMATION DOCUMENT
The modifications to the Portfolio Credit Swap and other Transaction Documents are more fully described in the summary information document attached hereto as Annex 1 (Summary Information Document).
C.
INSPECTION OF DOCUMENTS
Copies of this Notice, the Summary Information Document, the Note Trust Deed and the Portfolio Credit Swap will be, on and from the date of this Notice, available for inspection at the offices of the Registrar at One Canada Square, London, E14 5AL during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the Meeting and at the offices of Sidley Austin LLP at Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA from the time 15 minutes prior to and during the Meeting.
D.
VOTING AND QUORUM
The following is a summary of the arrangements which have been made for the purposes of Meetings of Noteholders. These arrangements satisfy the requirements of the provisions contained in the Note Trust Deed relating to meetings of Noteholders as supplemented by provisions which the Note Trustee is entitled to prescribe thereunder.
1.
Registered Holder and the Clearing Systems: The registered holder (the "Registered Holder") of the Notes is The Bank of New York Mellon Depository (Nominees) Limited. All of the Notes are currently represented by global notes held by a common depository for Euroclear and Clearstream, Luxembourg. Each of Euroclear and Clearstream, Luxembourg is a "Clearing System".
2.
Attendance and Representation at Meetings: A Noteholder may arrange to be represented at a Meeting by appointing a Proxy or a Representative.
The Noteholders may appoint Proxies by executing and delivering a Form of Proxy to the Specified Office of the Registrar up to 48 hours (as defined below) before the time fixed for the Meeting or, in the case of corporations, may appoint Representatives by resolution of their directors or other governing body and by delivering an executed or certified copy of the resolution to the Registrar not later than 48 hours (as defined below) before the time fixed for the Meeting. Forms of Proxy will be available from the Registrar. The appointment of a Proxy or a Representative in such manner (a "Formal Appointment") is subject to further formalities specified in Schedule 4 (Provisions for Meetings of the Noteholders) of the Note Trust Deed. For this purpose, a Noteholder is the person or persons for the time being shown in the records of any Clearing System (other than any such Clearing System if it is an account holder at another such Clearing System). A Form of Proxy made by a corporation must be executed under its seal on its behalf by a duly authorised officer of the corporation before being delivered to the Registrar. Any delivery to the Registrar of a Form of Proxy or of a certified copy of a resolution appointing a Representative pursuant to a Formal Appointment must be accompanied by evidence (in a form satisfactory to the Registrar) of the holding of Notes of the relevant Noteholder with the relevant Clearing System and of the identity of the person making such appointment. Any document to be delivered by a Noteholder to the Registrar pursuant to this Notice should be delivered to the Registrar in accordance with the contact details set out at the end of this Notice.
A Representative may also be appointed by a Noteholder through the normal communication channels of the relevant Clearing System by the provision of Meeting and/or voting instructions to the Registered Holder requiring the Registered Holder (or the Clearing System on behalf of the Registered Holder) to appoint a Representative to attend the relevant Meeting and act in accordance with such instructions (a "System Appointment"). Voting or meeting instructions which relate to the Procedural Determination (as defined above) and the Extraordinary Resolution received by the Registered Holder no later than 48 hours before the time fixed for the Meeting in accordance with the normal communication channels of the relevant Clearing Systems will be deemed to constitute a System Appointment (instructing the Registered Holder (or the Clearing System on behalf of the Registered Holder) to appoint a Representative to effect such instructions accordingly). A System Appointment (or deemed System Appointment) in respect of a Substantive Meeting shall be deemed to additionally be a System Appointment in respect of the related Procedural Meeting (unless otherwise expressly provided in the System Appointment for the Substantive Meeting).
It should be noted that a single person or entity may be the subject of one or more Formal Appointments and/or System Appointments. Such appointee may, in giving effect to the potentially contradictory terms of its respective appointments and/or voting instructions, vote or act in different ways for the purposes of the same resolution or matter accordingly.
3.
System Appointments: Submissions of System Appointments must be effected in accordance with the procedures of a Clearing System. Clearing Systems typically set deadlines for receipt of requests and instructions that are in advance of the cut-off time specified in this Notice. Accordingly, holders of interests in the Notes must allow sufficient time for compliance with the standard operating procedures of the relevant Clearing System in order to ensure that their instructions in relation to the Procedural Determination and the Extraordinary Resolution are received by such Clearing System by the date specified by the Clearing System. If a request for submission of instructions is received by the Clearing System after this date, such instructions may not be received by the Registered Holder and will not be effective.
Holders who hold an interest in a Note via a broker, dealer, commercial bank, custodian, trust company or a direct accountholder of a Clearing System must cause such party to transmit or forward for transmission their requests or instructions in relation to the Procedural Determination and the Extraordinary Resolution with respect to such Notes to the relevant Clearing System. Such holders are urged to (a) contact such broker, dealer, commercial bank, custodian, trust company or direct accountholder promptly to confirm the date by which their instructions in relation to the Procedural Determination and the Extraordinary Resolution must be received by them in order for such broker, dealer, commercial bank, custodian, trust company or direct accountholder to forward the instructions in relation to the Procedural Determination and the Extraordinary Resolution to the Clearing System by the date specified by such Clearing System, to ensure that their instructions in relation to the Procedural Determination and the Extraordinary Resolution are communicated to such broker, dealer, commercial bank, custodian, trust company or direct accountholder by the date they have specified and (b) procure from such broker, dealer, commercial bank, custodian, trust company or direct accountholder a confirmation copy of the electronic message (evidencing the instructions in relation to the Procedural Determination and the Extraordinary Resolution given by them) submitted to the relevant Clearing System on their behalf. In the absence of a Formal Appointment, if a System Appointment is not received from or on behalf of a holder of interests in a Note by a Clearing System such holder will be deemed to have declined to vote and participate in respect of the business, the Procedural Determination and/or any Extraordinary Resolution to be considered at the relevant Meeting.
Noteholdings in Euroclear and Clearstream: Any effective System Appointment made by the holder of an interest in a Note will only be binding on the Registered Holder if such instructions in relation to the Procedural Determination and the Extraordinary Resolution are received from a Clearing System on behalf of a direct accountholder (each such direct accountholder, an "Accountholder"), in respect of the relevant Meeting by the transmission of an electronic instruction in accordance with the procedures of the relevant Clearing System. Therefore, a holder of an interest in a Note who is not an Accountholder must arrange, either directly or indirectly, through its broker, dealer, bank, custodian, trust company or other nominee to contact the Accountholder through which it holds such interests in order to procure delivery of such System Appointment via the relevant Clearing System to the Registered Holder.
The identity of each Accountholder who delivers instructions in relation to the Procedural Determination and the Extraordinary Resolution via a Clearing System and (if different) each person who holds an interest in a Note is hereby requested to be disclosed to the Registered Holder, Registrar, the Note Trustee and the Issuer.
4.
Account Blocking: In order to make a Formal Appointment or a System Appointment the relevant Accountholder must cause the holding of Notes in relation to which the appointment or instruction relates to be blocked from trading to the order of the Registered Holder in accordance with the procedures of the relevant Clearing System through which such Formal Appointment or System Appointment is made (which must be effective not less than 48 hours before the time fixed for the Meeting or any such adjourned Meeting.)
The Registrar and Registered Holder cannot act upon a Formal Appointment or a System Appointment unless each of them receives confirmation from the Clearing System that the holding of Notes in relation to which the appointment or instruction relates has been blocked from trading. Accordingly, the electronic message from the Accountholder transmitting a System Appointment to the relevant Clearing System should specifically authorise such Clearing System to block the holding of Notes to which a request or instruction relates from trading to the order of the Registered Holder. Noteholders who are not direct accountholders in Euroclear or Clearstream, Luxembourg (as the case may be) must arrange directly or through their broker, dealer, commercial bank, trust company, custodian or other nominee to contact the accountholder in Euroclear or Clearstream, Luxembourg (as the case may be), through which they hold Notes to effect the procedures referred to above. Any Noteholders who beneficially own Notes that are held in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian are urged to contact such entity promptly if they wish to give voting instructions.
Notes so held will not be released:
(A) in the case of Notes in respect of which a Formal Appointment has been made, until the first to occur of:
(i) the day after the conclusion of the Meeting in respect of which such appointment was made or any adjourned Meeting thereof; and
(ii) (within the time limit specified by the relevant Clearing System) the Registered Holder notifying the relevant Clearing System that it has received the revocation of the Formal Appointment in accordance with paragraph 5 (Revocation of Instructions) below; and
(B) in the case of Notes in respect of which a System Appointment has been made, until the first to occur of:
(i) the day after the conclusion of the Meeting specified in such System Appointment or any adjourned such Meeting; and
(ii) the Registered Holder notifying the relevant Clearing System that it has received the revocation of instructions in accordance with paragraph 5 (Revocation of Instructions) below.
For the purposes of this Notice, "48 hours" shall mean a period of 48 hours including all or part of two days upon which banks are open for business in London and Dublin (disregarding for this purpose the day upon which the relevant Meeting is to be held) and such period shall be extended by one or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of two days upon which banks are open for business as aforesaid.
For the purposes of this Notice, "24 hours" shall mean a period of 24 hours including all or part of a day upon which banks are open for business in London and Dublin (disregarding for this purpose the day upon which the relevant Meeting is to be held) and such period shall be extended by one or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business as aforesaid.
Accordingly, 4 p.m. (London time) on Tuesday, 14 February 2012 is the latest date and time on which:
(A) a Formal Appointment may be effected by the Registrar receiving the Form of Proxy or appointment of a Representative and the relevant evidence as detailed above; or
(B) a System Appointment may be effected pursuant to the instructions of a Clearing System.
Therefore, as described above, in order for a System Appointment to be effective, holders which hold an interest in a Note via a broker, dealer, commercial bank, custodian, trust company or a direct accountholder of a Clearing System are requested to submit their instructions to such broker, dealer, commercial bank, custodian, trust company or a direct accountholder by the date required by them so that any instructions are submitted to the Clearing System by the date specified by such Clearing System, and in order that the instructions are received by the Registered Holder by the date specified above.
5.
Revocation of Instructions: A System Appointment or a Formal Appointment may be revoked in the manner set out below at any time not later than 24 hours prior to the time for which the Meeting or any adjourned Meeting is convened (the "Latest Revocation Time"). Any System Appointment or Formal Appointment not so revoked will continue in force in respect of the Meeting and any adjourned Meeting, as the case may be.
To be effective, any notice of revocation of a Formal Appointment must be made in writing and delivered through the relevant Clearing System to the Issuer, the Registrar, the Note Trustee or the Chairman by the Latest Revocation Time.
To be effective, any notice of revocation of a System Appointment must indicate the relevant System Appointment to be revoked and must be received via the relevant Clearing System in the same manner that the original System Appointment was given (in order that the relevant Clearing System may have sufficient time to communicate such revocation to the Registered Holder in accordance with the time frame set out above).
Holders of interests in Notes through a Clearing System who are not Accountholders must arrange, either directly or through their broker, dealer, commercial bank, trust company or other nominee to contact the Accountholder through which they hold such interest, to deliver notice of such revocation to the relevant Clearing System in accordance with the time frame set out above. Such holders should give such directions to their broker, dealer, commercial bank, trust company or other nominee sufficiently in advance to ensure receipt by the relevant Clearing System of any such notice of revocation within the time frame set out above.
In the event of a revocation of a System Appointment, the Registered Holder will, so far as practicable, take such steps to rescind the blocking of the account in which the relevant Notes are held in accordance with the procedures of the relevant Clearing System, as the case may be.
Following revocation, notice of a revoked System Appointment may be given or made again prior to the period commencing 48 hours prior to the time for which the Meeting or any adjourned Meeting is convened (the "Latest Appointment Time"), by following the procedures described above. Any such System Appointment will be regarded as a new System Appointment subject to such procedures.
6.
Quorum: The quorum of each Substantive Meeting for passing the Extraordinary Resolution shall be one or more persons (whether Holders, Proxies or Representative) representing or holding not less than three-quarters of the aggregate Initial Principal Balance of the outstanding Notes of the relevant Class. The quorum of the Procedural Meeting shall be one or more persons (whether Holders, Proxies or Representatives) representing or holding not less than one-tenth of the aggregate Initial Principal Balance of the outstanding Notes.
7.
Chairman: A person, nominated in writing by the Note Trustee, shall be entitled to take the chair at a Meeting but if no such nomination is made or if the person nominated shall not be present within 15 minutes after the time appointed for the holding of the Meeting, those present shall choose one of their number to be the Chairman and, failing such choice, the Issuer may appoint the Chairman.
8.
Passing of vote: In order for the Extraordinary Resolution to be passed at a Meeting, it must be passed by a majority of not less than three-quarters of the votes cast. In the 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 any other vote or votes to which the Chairman is entitled as a registered holder of Notes, a Representative and/or as a Proxy. A poll may be demanded by the Chairman, the Issuer, the Note Trustee or by one or more persons representing or holding not less than one fiftieth of the aggregate Initial Principal Balance of the outstanding Class of Notes in respect of which the Meeting is being held.
9.
Number of votes: On a show of hands, each person entitled to vote at a Meeting (in respect of the Notes of the relevant Class for which it is entitled to vote) shall have one vote and on a poll each such person who is so present shall have one vote in respect of each EUR 1 of the aggregate Initial Principal Balance of the outstanding Notes of such Class held or represented by them.
E.
PROCEDURAL MEETINGS
For the avoidance of doubt, the above provisions apply equally to the Procedural Meetings. No resolutions are expected to be considered at such Procedural Meetings but Noteholders should provide instructions in connection with any System Appointment if they want to indicate at the Procedural Meeting that there is an actual or potential conflict of interest between the Noteholders of the Relevant Class and any other Class in holding Substantive Concurrent Meetings. The Procedural Determination is not a resolution.
F.
DELIVERY OF DOCUMENTS AND CONTACT INFORMATION
Any document to be delivered by a Noteholder to either the Registrar or the Note Trustee pursuant to this Notice should be delivered as follows:
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If to the Note Trustee, to: |
If to the Registrar, to: |
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BNY Mellon Corporate Trustee Services Limited One Canada Square London E14 5AL UNITED KINGDOM
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The Bank of New York Mellon |
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Fax: +44 20 7964 4637 |
Fax: 44 20 7964 2531 |
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Telephone: +44 20 7964 8777 |
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Attention: Trustee Administration Manager |
Attention: Corporate Trust Administration (CDO) |
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Noteholders whose Notes are held by Euroclear or Clearstream, Luxembourg should contact the following for further information: |
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Euroclear |
Clearstream, Luxembourg |
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Telephone: +32 2 224 4245 |
Telephone: +352 2433 5801 |
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Fax: +352 2436 37916 |
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Email: caqueries.cs@clearstream.com |
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Attention: CD Department |
The Note Trustee expresses no opinion on the proposals set out in this Notice.
This Notice is given by Sydney Street Finance Limited
By: …………………………………..
Director
Dated: 25 January 2012
ANNEX 1
SUMMARY INFORMATION DOCUMENT
prepared for the holders of the
EUR 70,000,000 Class A1 Floating Rate Credit-Linked Notes
EUR 66,700,000 Class A2 Floating Rate Credit-Linked Notes
EUR 60,000,000 Class B Floating Rate Credit-Linked Notes
EUR 46,700,000 Class C Floating Rate Credit-Linked Notes
EUR 44,000,000 Class D Floating Rate Credit-Linked Notes
EUR 26,700,000 Class E Floating Rate Credit-Linked Notes
EUR 21,350,000 Class F Floating Rate Credit-Linked Notes
EUR 21,350,000 Class G Floating Rate Credit-Linked Notes
EUR 20,000,000 Class H Floating Rate Credit-Linked Notes
issued by
SYDNEY STREET FINANCE LIMITED
(a limited liability company incorporated in Jersey with registered number 89907
1.
INTRODUCTION
On 15 April 2005 (the "Closing Date"), Sydney Street Finance Limited (the "Issuer") issued the EUR 70,000,000 Class A1 Floating Rate Credit-Linked Notes (the "Class A1 Notes"), the EUR 66,700,000 Class A2 Floating Rate Credit-Linked Notes (the "Class A2 Notes"), the EUR 60,000,000 Class B Floating Rate Credit-Linked Notes (the "Class B Notes"), the EUR46,700,000 Class C Floating Rate Credit-Linked Notes (the "Class C Notes"), the EUR 44,000,000 Class D Floating Rate Credit-Linked Notes (the "Class D Notes"), the EUR 26,700,000 Class E Floating Rate Credit-Linked Notes (the "Class E Notes"), the EUR 21,350,000 Class F Floating Rate Credit-Linked Notes (the "Class F Notes"), the EUR 21,350,000 Class G Floating Rate Credit-Linked Notes (the "Class G Notes") and the EUR 20,000,000 Class H Floating Rate Credit-Linked Notes (the "Class H Notes", and together with the Class A1 Notes, the Class A2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes and the Class G Notes, the "Notes"), on the terms and conditions (the "Conditions") set forth in a note trust deed dated the Closing Date as amended on August 2008 and as further amended or supplemented from time to time (the "Note Trust Deed") between the Issuer and BNY Mellon Corporate Trustee Services Limited as note trustee (the "Note Trustee") and security trustee (the "Security Trustee"). Each of the Class A1 Notes, the Class A2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Class H Notes is a "Class" or a "Class of Notes" and the holders from time to time of a Note or Notes of any Class are the "Noteholders".
The Issuer has convened separate meetings of each Class of Noteholders to be held at the offices of Sidley Austin LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, United Kingdom on Friday, 17 February 2012 (each a "Meeting"). A formal notice, informing Noteholders of the relevant Meetings and specifying the resolutions to be proposed at such Meetings, was delivered to the Noteholders on 25 January 2012 (the "Notice").
This Summary Information Document relates to, and is intended to be read in conjunction with, the Notice and summarises the modifications to certain of the transaction documents relating to the Notes that would occur upon the passing of the resolution set out in the Notice (the "Extraordinary Resolution"). The modifications referred to below will be implemented if the Extraordinary Resolution is passed by the holders of each Class of Notes on a date or dates to be agreed between the Issuer, the Note Trustee and the Portfolio Swap Counterparty (any such date an "Amendment Date").
Unless as otherwise stated in section 2 below, terms used but not defined in this Summary Information Document will have the meanings assigned thereto in the Conditions of the Notes.
2. ISDA AUCTION VALUATION
As at the date of the Notice, following the occurrence of a Credit Event with respect to a Corporate Reference Entity and a Sub-Portfolio and the satisfaction of the Conditions to Settlement, the loss in respect of such Reference Entity (and consequently the Credit Protection Valuation in respect of the related Credit Event) is required to be determined pursuant to a market valuation procedure that is based, in the first instance, on the bid price quoted by certain reference dealers to the Calculation Agent for one or more Reference Obligations of such Reference Entity selected by the Portfolio Swap Counterparty.
The Extraordinary Resolution seeks to adopt as the Final Price in respect of a Corporate Reference Entity subject to a Credit Event, the Auction Price, if any, published by the relevant Credit Derivatives Determinations Committee in connection with such Reference Entity and Credit Event (or, in the case of a Credit Event that is a Restructuring and Mod Ror Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, in respect of the Relevant Maturity Bucket (as defined in the Notice of Meetings above)).
Modification to Portfolio Credit Swap and other documents
If the Extraordinary Resolution is approved, the Portfolio Credit Swap will be amended so that following the occurrence of a Credit Event with respect to a Corporate Reference Entity and a Sub-Portfolio and the satisfaction of the Conditions to Settlement with respect to such Reference Entity and Sub-Portfolio, if (a) an ISDA Auction Announcement (as defined in the Notice of Meetings above) is made stating that the relevant Credit Derivatives Determinations Committee (as defined in the Notice of Meetings) has resolved that an Auction will be held in connection with such Credit Event (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, an Auction will be held for the Relevant Maturity Bucket) and (b) an Auction Conversion Event (as defined in the Notice of Meetings above) has occurred, then the Final Price in respect of such Corporate Reference Entity (and consequently the Credit Protection Valuation in respect of the related Credit Event) will be the Auction Price published by the relevant Credit Derivatives Determinations Committee in respect of such Reference Entity and Credit Event.
The Portfolio Credit Swap will further provide that notwithstanding the fact that the Reference Registry may not denote "R", "Mod R" or "Mod Mod R" as applicable to a Reference Entity, "R", "Mod R" or "Mod Mod R", as the case may be, shall apply to such Reference Entity if any such designation is applicable to a Transaction Type (as defined in the Notice of Meetings) correlating to an entity incorporated or established in the Designated Country (as defined in the Notice of Meetings) of such Reference Entity pursuant to the then current version of the Credit Derivatives Physical Settlement Matrix (as defined in the Notice of Meetings).
The Portfolio Credit Swap will also be amended to provide that the Auction Valuation Modifications shall apply not only in respect of Credit Events that occur after the date on which such modifications become effective but also in respect of any Credit Event (with respect to a Corporate Reference Entity) that has occurred prior to the date the Auction Valuation Modifications are effective but the Final Price for the relevant Reference Entity has not yet been determined as at such date.
In the case where an Auction is not held in connection with a Credit Event (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, the Relevant Maturity Bucket) (i.e. an Auction Price has not been published by the relevant Credit Derivatives Determinations Committee) or an Auction Conversion Event has not occurred, then the Final Price will be determined in accordance with the market valuation provisions set forth in the Portfolio Credit Swap as amended, whether pursuant to the Extraordinary Resolution or otherwise.
The Portfolio Credit Swap will be further amended to require the Calculation Agent to make commercially reasonable efforts to provide written notice to each of the Portfolio Swap Counterparty and the Issuer promptly upon learning of each ISDA Auction Announcement and the occurrence of an Auction Conversion Eventprovided however, that under no circumstances shall the Calculation Agent's failure to provide any such notice constitute an Event of Default or Termination Event under the Portfolio Credit Swap.
Terms used but not defined in this section 2. of the Summary Information Document will have the meanings assigned thereto in the Portfolio Credit Swap.
3.
No agency Relationship and Noteholder Considerations
Neither the Portfolio Swap Counterparty nor any of its Affiliates is acting as an adviser, fiduciary or agent or in any other capacity on behalf of the Issuer or the Noteholders. In performing its obligations and exercising its rights under the Portfolio Credit Swap including any modifications thereto pursuant to the Auction Valuation Modifications, the Portfolio Swap Counterparty will not act as an adviser, fiduciary or agent or in any other capacity on behalf of the Issuer or the Noteholders, but will take such actions as are permitted, under the Portfolio Credit Swap as amended and which it deems to be in its interests, which may be adverse to the interests of the Issuer and/or the Noteholders. The Portfolio Swap Counterparty will have no duty whatsoever to consider the effect of its actions or failure to take action on the Issuer or the Noteholders.
Noteholders should possess, or seek the advice of advisors with the expertise necessary to evaluate the information contained in this Summary Information Document in the context of such investor's individual financial circumstances and tolerance for risk.
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