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Aire Val Mort 2004-1 (85JV)

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Monday 22 September, 2014

Aire Val Mort 2004-1

Restructuring

RNS Number : 2980S
Aire Valley Mortgages 2004-1 PLC
22 September 2014
 



 

PROPOSALS BY AIRE VALLEY MORTGAGES 2004-1 PLC, AIRE VALLEY MORTGAGES 2005-1 PLC, AIRE VALLEY MORTGAGES 2006-1 PLC AND AIRE VALLEY MORTGAGES 2007-1 PLC TO THE HOLDERS OF THEIR RESPECTIVE NOTES

_________________________________________________________________________________

1.         AIRE VALLEY MORTGAGES 2004-1 PLC

(incorporated with limited liability in England and Wales under the Registration Number 05154235)

(the 2004-1 Issuer)

 

£215,000,000 Series 3 Class A1 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0201883328)

€460,000,000 Series 3 Class A2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0201883674)

(together, the 2004-1 Class A Notes and, the holders thereof, the 2004-1 Class A Noteholders)

 

£20,000,000 Series 3 Class B1 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0201883914)

€25,000,000 Series 3 Class B2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0201884300)

(together, the 2004-1 Class B Notes and, the holders thereof, the 2004-1 Class B Noteholders)

 

£20,000,000 Series 3 Class C1 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0201884649)

€31,000,000 Series 3 Class C2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0201885026)

(together, the 2004-1 Class C Notes and, the holders thereof, the 2004-1 Class C Noteholders)

 

£15,000,000 Series 3 Class D1 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0201885455)

€22,000,000 Series 3 Class D2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0202219258)

(together, the 2004-1 Class D Notes, the Class D Notes and, the holders thereof, the 2004-1 Class D Noteholders or the Class D Noteholders)

(the 2004-1 Class A Notes, the 2004-1 Class B Notes, the 2004-1 Class C Notes and the 2004-1 Class D Notes together constitute the Existing 2004-1 Notes and, the holders thereof, the Existing 2004-1 Noteholders)

_________________________________________________________________________________

2.         AIRE VALLEY MORTGAGES 2005-1 PLC

(incorporated with limited liability in England and Wales under the Registration Number 05343520)

(the 2005-1 Issuer)

 

£229,000,000 Series 2 Class A1 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0217567766)

€276,000,000 Series 2 Class A2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0217568061)

$50,000,000 Series 2 Class A3 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0217568145)

(together, the 2005-1 Class A Notes and, the holders thereof, the 2005-1 Class A Noteholders)

 

£10,000,000 Series 2 Class B2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0217568491)

€23,000,000 Series 2 Class B2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0217568814)

(together, the 2005-1 Class B Notes and, the holders thereof, the 2005-1 Class B Noteholders)

 

€41,800,000 Series 2 Class C2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0217569119)

(the 2005-1 Class C Notes and, the holders thereof, the 2005-1 Class C Noteholders)

(the 2005-1 Class A Notes, the 2005-1 Class B Notes and the 2005-1 Class C Notes together constitute the Existing 2005-1 Notes and, the holders thereof, the Existing 2005-1 Noteholders)

_________________________________________________________________________________

 

 

 

3.         AIRE VALLEY MORTGAGES 2006-1 PLC

(incorporated with limited liability in England and Wales under the Registration Number 05874315)

(the 2006-1 Issuer)

 

$1,500,000,000 Series 1 Class A Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0264186585 / US00935WAA71/ CUSIP: 00935WAA7)

€854,000,000 Series 2 Class A1 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0264192989)

£400,000,000 Series 2 Class A2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0264197517)

£400,000,000 Series 2 Class A3 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0264197780)

(together, the 2006-1 Class A Notes and, the holders thereof, the 2006-1 Class A Noteholders)

 

$70,000,000 Series 1 Class B1 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0264187393/US00935WAB54/CUSIP: 00935WAB5)

€20,000,000 Series 1 Class B2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0264191742)

£10,000,000 Series 1 Class B3 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0264194258)

€62,500,000 Series 2 Class B2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0264193284

£23,000,000 Series 2 Class B3 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0264197863)

(together, the 2006-1 Class B Notes and, the holders thereof, the 2006-1 Class B Noteholders)

 

€104,000,000 Series 1 Class C2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0264192716)

€106,900,000 Series 2 Class C2 Asset Backs Floating Rate Notes due September 2066 (ISIN: XS0264193797)

(together, the 2006-1 Class C Notes and, the holders thereof, the 2006-1 Class C Noteholders)

(the 2006-1 Class A Notes, the 2006-1 Class B Notes and the 2006-1 Class C Notes together constitute the Existing 2006-1 Notes and, the holders thereof, the Existing 2006-1 Noteholders)

_________________________________________________________________________________

4.         AIRE VALLEY MORTGAGES 2007-1 PLC

(incorporated with limited liability in England and Wales under the Registration Number 06133249)

(the 2007-1 Issuer)

 

$700,000,000 Series 2 Class A1 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0298411017/US00935LAC72/CUSIP: 00935CAA1)

€575,000,000 Series 2 Class A2 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0298412841)

£300,000,000 Series 2 Class A3 Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0298413229)

 (together, the 2007-1 Class A Notes and, the holders thereof, the 2007-1 Class A Noteholders)

(the 2004-1 Class A Notes, the 2005-1 Class A Notes, the 2006-1 Class A Notes and the 2007-1 Class A Notes, together the Class A Notes)

£62,500,000 Series 1 Class B Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0298410126)

£75,000,000 Series 2 Class B Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0298413658)

(together, the 2007-1 Class B Notes and, the holders thereof, the 2007-1 Class B Noteholders)

(the 2004-1 Class B Notes, the 2005-1 Class B Notes, the 2006-1 Class B Notes and the 2007-1 Class B Notes, together the Class B Notes)

£62,500,000 Series 1 Class C Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0298410555)

£81,250,000 Series 2 Class C Asset Backed Floating Rate Notes due September 2066 (ISIN: XS0298415273)

 (together, the 2007-1 Class C Notes and, the holders thereof, the 2007-1 Class C Noteholders)

(the 2004-1 Class C Notes, the 2005-1 Class C Notes, the 2006-1 Class C Notes and the 2007-1 Class C Notes, together the Class C Notes)
(the 2007-1 Class A Notes, the 2007-1 Class B Notes and the 2007-1 Class C Notes together constitute the Existing 2007-1 Notes and, the holders thereof, the Existing 2007-1 Noteholders)

Aire Valley Mortgages 2004-1 plc, Aire Valley Mortgages 2005-1 plc, Aire Valley Mortgages 2006-1 plc and Aire Valley Mortgages 2007-1 plc (together the Issuers and each an Issuer) announce today that they are, by way of consent solicitation, inviting holders of the respective Existing 2004-1 Notes, Existing 2005-1 Notes, Existing 2006-1 Notes and Existing 2007-1 Notes (together the Existing Notes, and the holders thereof, the Existing Noteholders) to approve, by way of two extraordinary resolutions (the Extraordinary Resolutions and each an Extraordinary Resolution), certain proposals (each a Proposal and together the Proposals) seeking to (i) optimise the Aire Valley master trust securitisation programme (the Programme) and improve the credit enhancement for Existing Noteholders pursuant to the first Extraordinary Resolution (the First Extraordinary Resolution) and (ii) further the ability (subject to certain restrictions) of the Servicer to sub-contract or delegate its function and duties under the Servicing Agreement pursuant to the second Extraordinary Resolution (the Second Extraordinary Resolution). There will be a single meeting for each relevant Issuer with all Existing Noteholders of such Issuer voting together irrespective of Class (together the Meetings). Full details of the Proposals, the Extraordinary Resolutions, the expected timetable and the procedures that Existing Noteholders must follow to be able to vote on the Extraordinary Resolutions and/or participate in the Meetings, as well as additional important and related matters, are set out in a Consent Solicitation Memorandum dated 22 September 2014 (the Consent Solicitation Memorandum).  Copies of the Consent Solicitation Memorandum are (subject to distribution restrictions) available from the Tabulation Agent, whose contact details are set out below.  Capitalised terms used in this announcement but not defined have the meaning given to them in the Consent Solicitation Memorandum.

 

Background to the Proposals

The first proposal relating to the First Extraordinary Resolution (the First Noteholder Proposal) allows Bradford & Bingley plc to optimise the Programme and improve the credit enhancement for Existing Noteholders by seeking to replace £280,000,000 of the funds standing to the credit of the General Reserve Fund with a corresponding increase in the Funding 1 Share of the Mortgages Trust funded by a subordinated loan provided by Bradford & Bingley plc. In addition, following the Redemption of the notes issued by Aire Valley Mortgages 2007-2 plc (the 2007-2 Notes) and the notes issued by Aire Valley Mortgages 2008-1 plc (the 2008-1 Notes) (which are both 100% owned by Bradford & Bingley plc) Bradford & Bingley plc proposes to repurchase a portfolio of Loans from the Mortgages Trust.  It is also proposed that the redundant Funding 2 and Funding 3 vehicles be removed to reduce costs associated with keeping them active.

The second proposal relating to the Second Extraordinary Resolution (the Second Noteholder Proposal) allows for a further ability of the Servicer to sub-contract or delegate its functions and duties under the Servicing Agreement provided that, amongst other things, Funding 1 and the Security Trustee have received written confirmation from each of the Rating Agencies that the then current ratings of the Existing Notes would not be adversely affected. As currently documented, the Servicer is only able to sub-contract or delegate its function and duties under the Servicing Agreement if approval has been gained by Funding 1 and the Security Trustee.  The Servicer would remain responsible for the actions of any such delegate or sub-contractor.  It is also proposed to remove a redundant provision to reflect the fact that all collections from Borrowers are held with an account bank other than the Mortgages Trustee Account Bank.

The passing and implementation of each Extraordinary Resolution is dependent on the passing of such Extraordinary Resolution by the Existing Noteholders of each Issuer. The implementation of the First Noteholder Proposal is dependent on the passing of the First Extraordinary Resolution but is not dependent on passing of the Second Extraordinary Resolution and the implementation of the Second Noteholder Proposal and vice versa.

 

If the first Extraordinary Resolution is passed and the First Noteholder proposals implemented then the 2007-2 Notes and the 2008-1 Notes will each be redeemed in accordance with the existing provisions under the Transaction Documents.

 

The Rating Agencies have confirmed that the Noteholder Proposals, if implemented, are not expected to have an adverse effect on the ratings of the Existing Notes.

 

General

The Proposals and Extraordinary Resolutions are described in the Consent Solicitation Memorandum which is available from the Tabulation Agent.  The Meetings of the Existing Noteholders to consider and, if thought fit, pass the Extraordinary Resolutions and approve the Proposals have been convened by the Issuers to be held on 17 October 2014 (commencing at 10 a.m. (London time) (11 a.m., CET)  (5 a.m., New York) for the Meeting of the Existing 2004-1 Noteholders and at 30 minute intervals thereafter for each of the other Issuers), in each case at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom.  Assuming the passing of the relevant Extraordinary Resolutions by the holders of the Existing Notes of each Issuer, the relevant Proposal will be binding on all Existing Noteholders, including those who do not accept the relevant Proposal. The Existing Noteholders who wish to accept a Proposal should refer to the Consent Solicitation Memorandum for the procedures which must be followed in order to accept such Proposal.  The latest time for obtaining a voting certificate to attend and vote at the relevant Meeting in person or for voting instructions to otherwise be given is 10 p.m. (London time) (11 p.m. CET) (5 p.m. New York) on 14 October 2014.

 

Expected Timetable of Events

 

The times and dates below are indicative only.

 

Events

 

Times and Dates

Record Date

The date fixed by each Issuer as the date of the determination of the Existing DTC Noteholders entitled to participate in the Consent Solicitation.

 

19 September 2014

By 10:00 p.m. (London time) (11:00 p.m. CET and 5:00 p.m. New York time)

Amendment Deadline

Final time by which amendments may be made to the Amendment Documents to be produced to the relevant Meeting.

By 10:00 a.m. (London time) on 10 October 2014

(Five Business Days before date of Meetings)

 

Expiration Deadline

Final time by which Existing Noteholders must have arranged for:

(a)        obtaining a Voting Certificate from the Principal Paying Agent to attend and vote at the relevant Meeting in person; or

(b)        receipt by the Tabulation Agent of block voting submitted in accordance with the procedures of Clearstream, Luxembourg and/or Euroclear; and

(c)        forms of proxy to be delivered on behalf of the Existing DTC Noteholders to the Tabulation Agent.

 

By 10:00 p.m. (London time) (11:00 p.m. CET and 5:00 p.m. New York time)

on 14 October 2014

Meetings of Existing Noteholders

All Classes of Existing Notes issued by the relevant Issuer will vote together in a single meeting of all the holders of the Existing Notes of that Issuer

Commencing at 10:00 a.m. (London time) (11 a.m. CET and 5:00 a.m. New York time)

on 17 October 2014 for the Existing 2004-1 Noteholders and at 30 minute intervals thereafter in respect of the Existing Noteholders of the Existing Notes of each other Issuer

 

Announcement and publication of the results of the Meetings

Delivery of notices of such results of the Meetings to Euroclear, Clearstream, Luxembourg and DTC for communication to Direct Participants and on the information services of the London Stock Exchange.

As soon as reasonably practicable after the Meetings (but in any event within 14 days of the conclusion of the Meetings)

Expected Implementation

If the First Extraordinary Resolution is passed by the holders of the Existing Notes at the Meetings but the Second Extraordinary Resolution is not passed by the holders of the Existing Notes

 

 

On or before the Funding 1 Quarterly Payment Date occurring in January 2015

If the Second Extraordinary Resolution is passed by each Class of the Existing Noteholders at the Meetings but the First Extraordinary Resolution is not passed by the holders of the Existing Notes issued by each Issuer:

Within 10 Business Days of the Meetings

If the First Extraordinary Resolution and the Second Extraordinary Resolution are passed by each Class of the Existing Noteholders at the Meetings:

On or before the Funding 1 Quarterly Payment Date occurring in January 2015



Requests for information in relation to the Proposals should be directed to:

THE ISSUERS

35 Great St. Helen's

London EC3A 6AP

 

SOLICITATION AGENT

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

England

For information by telephone:

+44 203 134 8515

Attention: Liability Management Group

Email: [email protected]

 

 

Requests for information in relation to the procedures for delivering Voting Instructions should be directed to:

TABULATION AGENT

The Bank of New York Mellon

One Canada Square

London E14 5AL

 

For information by telephone:

+44 20 1202 689644

Fax: +44 20 7964 2536

Attention: Debt Restructuring Services

Email: [email protected]

 

 

 



DISCLAIMER:  This announcement must be read in conjunction with the Consent Solicitation Memorandum.  The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to any Proposal.  If any Existing Noteholder is in doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser.  Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to vote in respect of a Proposal.  None of the Issuer, the Tabulation Agent, the Solicitation Agent or the Registrar or any of the Paying Agents for the Existing Notes makes any recommendation as to whether or not or how holders of Existing Notes should vote in respect of the Proposals.

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law and persons into whose possession this announcement and the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.

 

 


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