Notice of Results of Meetings

RNS Number : 4054V

Silverstone Master Issuer PLC

27 October 2014

 



RNS ANNOUNCEMENT

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL

SILVERSTONE MASTER ISSUER PLC

(incorporated with limited liability in England and Wales under the Registration Number 06612744)

(the Issuer)

NOTICE OF RESULTS OF MEETINGS

to the holders of its

£650,000,000 Series 2009-1 Class A3 Mortgage Backed Floating Rate Notes due 2055

(ISIN: XS0462896688, Common Code: 046289668)

(the Series 2009-1 Notes and holders thereof, the Series 2009-1 Noteholders)

€1,100,000,000 Series 2010-1 Class A2 Mortgage Backed Floating Rate Notes due 2055

(Regulation S Notes: ISIN: XS0552150228, Common Code: 055215022;

Rule 144A Notes: ISIN: XS0552340787, Common Code: 055234078)

(the Series 2010-1 Class A2 Notes and holders thereof, the Series 2010-1 Class A2 Noteholders)

U.S.$300,000,000 Series 2010-1 Class A3 Mortgage Backed Floating Rate Notes due 2055

(Regulation S Notes: ISIN: XS0553809533, Common Code: 055380953;

Rule 144A Notes: ISIN: US82846GAC42, Common Code: 055382727, CUSIP: 82846GAC4)

(the Series 2010-1 Class A3 Notes and holders thereof, the Series 2010-1 Class A3 Noteholders)

(the Series 2010-1 Class A2 Notes and Series 2010-1 Class A3 Notes together,

the Series 2010-1 Notes and holders thereof, the Series 2010-1 Noteholders)

£170,000,000 Series 2011-1 Class 2A Mortgage Backed Floating Rate Notes due 2055

(Regulation S Notes: ISIN: XS0692717746, Common Code: 069271774;

Rule 144A Notes: ISIN: XS0692718041, Common Code: 069271804)

(the Series 2011-1 Class 2A Notes and holders thereof, the Series 2011-1 Class 2A Noteholders)

U.S.$500,000,000 Series 2011-1 Class 4A Mortgage Backed Fixed Rate Notes due 2055

(Regulation S Notes: ISIN: XS0693096587, Common Code: 069309658;

Rule 144A Notes: ISIN: US82846GAE08, Common Code: 069385354, CUSIP: 82846GAE0)

(the Series 2011-1 Class 4A Notes and holders thereof, the Series 2011-1 Class 4A Noteholders)

(the Series 2011-1 Class 2A Notes and Series 2011-1 Class 4A Notes together,

the Series 2011-1 Notes and holders thereof, the Series 2011-1 Noteholders)

U.S.$1,000,000,000 Series 2012-1 Class 1A Mortgage Backed Floating Rate Notes due 2055

(Regulation S Notes: ISIN: XS0758797509, Common Code: 075879750;

Rule 144A Notes: ISIN: US82846GAG55, Common Code: 076047693, CUSIP: 82846G AG5)

(the Series 2012-1 Class 1A Notes and holders thereof, the Series 2012-1 Class 1A Noteholders)

U.S.$1,050,000,000 Series 2012-1 Class 2A1 Mortgage Backed Floating Rate Notes due 2055

(Regulation S Notes: ISIN: XS0758797764, Common Code: 075879776;

Rule 144A Notes: ISIN: US82846GAH39, Common Code: 076052468, CUSIP: 82846G AH3)

(the Series 2012-1 Class 2A1 Notes and holders thereof, the Series 2012-1 Class 2A1 Noteholders)

£200,000,000 Series 2012-1 Class 2A2 Mortgage Backed Floating Rate Notes due 2055

(Regulation S Notes: ISIN: XS0758797848, Common Code: 075879784;

Rule 144A Notes: XS0758797921, Common Code: 075879792)

(the Series 2012-1 Class 2A2 Notes and holders thereof, the Series 2012-1 Class 2A2 Noteholders)

(the Series 2012 Class 1A Notes, Series 2012-1 Class 2A1 Notes and Series 2012-1 Class 2A2 Notes together, the Series 2012-1 Notes and holders thereof, the Series 2012-1 Noteholders)

(the Series 2009-1 Notes, the Series 2010-1 Notes, the Series 2011-1 Notes and the Series 2012-1 Notes together, the Notes, and holders thereof, the Noteholders)

The Issuer announced today that holders of certain of the Notes (as set out in the table below) approved, by an Extraordinary Resolution, a proposal to make certain amendments to the terms and conditions of the Notes and the transaction documents entered into in connection with the Notes issued by the Issuer (the Noteholder Proposal) in respect of the Issuer's residential mortgage backed note programme (the Programme).

The necessary quorum was achieved at a meeting of the Noteholders convened by the Issuer on Monday, 27 October 2014 by the delivery of a notice on Friday, 3 October 2014 (the Meeting).

The Meeting was held for the purpose of considering and, if thought fit, passing the resolutions as set out in the Noteholder Proposal which resolutions were proposed as an Extraordinary Resolution in accordance with the provisions of the Note Trust Deed dated 25 July 2008 (as amended or supplemented from time to time, the Note Trust Deed) made between the Issuer and Citicorp Trustee Company Limited (the Note Trustee) acting as trustee for the noteholders (including holders of the Notes).

Full details of the Noteholder Proposal are set out in the Consent Solicitation Memorandum dated 3 October 2014 (the Consent Solicitation Memorandum).

The modifications referred to in the Extraordinary Resolution will be implemented only subject to certain conditions precedent as set out in the Consent Solicitation Memorandum.

Capitalised terms used but not otherwise defined herein shall have the meanings ascribed to them in the Consent Solicitation Memorandum.  Capitalised terms used but not otherwise defined herein or in the Consent Solicitation Memorandum shall have the meanings ascribed to them in the Note Trust Deed.

Percentage of outstanding principal amount of the Notes in respect of which voting instructions were submitted and votes cast at the relevant meeting	Quorum reached	Percentage (of the relevant total of votes cast) which were in favour	Extraordinary Resolution passed
94.57%	Yes	94.25%	Yes

Furthermore, the Issuer announced today that, following the passing of a written extraordinary resolution by the holder of the £1,500,000,000 Series 2011-1 Class 3A1 Mortgage Backed Floating Rate Notes due 2055, £3,600,000,000 Series 2011-1 Class 3A2 Mortgage Backed Floating Rate Notes due 2055, £4,400,000,000 Series 2011-1 Class 3A3 Mortgage Backed Floating Rate Notes due 2055, the £1,482,200,000 Series 2009-1 Class Z Mortgage Backed Floating Rate Notes due 2055, £123,000,000 Series 2010-1 Class Z Mortgage Backed Floating Rate Notes due 2055, £14,372,000 Series 2011-1 Class 2Z Mortgage Backed Floating Rate Notes due 2055, £126,809,000 Series 2011-1 Class 3Z1 Mortgage Backed Floating Rate Notes due 2055, £304,341,000 Series 2011-1 Class 3Z2 Mortgage Backed Floating Rate Notes due 2055, £371,972,000 Series 2011-1 Class 3Z3 Mortgage Backed Floating Rate Notes due 2055, £27,053,000 Series 2011-1 Class 4Z Mortgage Backed Floating Rate Notes due 2055, £81,270,000 Series 2012-1 Class 1Z Mortgage Backed Floating Rate Notes due 2055, £85,335,000 Series 2012-1 Class 2Z1 Mortgage Backed Floating Rate Notes due 2055, £25,601,000 Series 2012-1 Class 2Z2 Mortgage Backed Floating Rate Notes due 2055 and in conjunction with the Extraordinary Resolution passed in respect of the remaining Notes at the Meeting as described above, the amendments referred to in the Extraordinary Resolution will be implemented on 30 October 2014.

As a result, as described in the Consent Solicitation Memorandum, the Issuer will pay to each Eligible Noteholder from whom a valid Electronic Voting Instruction in favour of the Noteholder Proposal was received, the Incentive Fee on or prior to 30 October 2014.

Citigroup Global Markets Limited (telephone: [phone], attention: Liability Management Group, email: [e-mail]) and Nationwide Building Society acted as Solicitation Agents, and Citibank, N.A., London Branch (telephone: [phone], attention: Exchange Team, email: [e-mail]) was Information and Tabulation Agent for the Consent Solicitation and the Noteholder Proposal.

 

END

 

 

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