VERSION FOR RELEASE
14 November 2017
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.
If you are in any doubt as to the action you should take, you are recommended to take 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 and such other professional advice from your own professional advisers as you deem necessary.
This Notice is addressed only to holders of the Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons.
If you have recently sold or otherwise transferred your entire holdings(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.
THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION
NOTICE OF MODIFICATION
(1) £278,250,000 Class A Mortgage Backed Floating Rate Notes due 2037
(ISIN: XS0229030126; Common Code: 022903012),
(2) 18,900,000 Class B Mortgage Backed Floating Rate Notes due 2037
(ISIN: XS0229030472; Common Code: 022903047),
(3) 17,150,000 Class C Mortgage Backed Floating Rate Notes due 2037
(ISIN: XS0229030712; Common Code: 022903071),
(4) £21,700,000 Class D Mortgage Backed Floating Rate Notes due 2037
(ISIN: XS0229031017; Common Code: 022903101),
(5) £14,000,000 Class E Mortgage Backed Floating Rate Notes due 2037
(ISIN: XS0229031280; Common Code: 022903128),
(together, the "Notes")
Sandwell Commercial Finance No. 2 PLC
We refer to the trust deed dated 23 September 2005 (as amended from time to time) (the "Trust Deed") and the Incorporated Terms Memorandum dated 23 September 2005 (as amended from time to time) (the "ITM"). We refer also to the swap agreement entered into by the Issuer, The Royal Bank of Scotland plc as Swap Counterparty and Citicorp Trustee Company Limited as Trustee dated 23 September 2005 (the "Swap Agreement").
Today the Issuer entered into a deed of amendment (the "Deed of Amendment") pursuant to which ten swap transactions entered into under the terms of the Swap Agreement have been amended (being the "Specified Transactions"). The Deed of Amendment provides that each confirmation that presently documents a Specified Transaction be superseded by a master confirmation the provisions of which permit the Issuer to adjust the notional amount in respect of that transaction.
The Issuer and the Swap Counterparty have also entered into a collateral agreement (the "Credit Support Annex") that supplements the Swap Agreement. Under the Credit Support Annex, the Swap Counterparty has undertaken to deliver collateral to the Issuer in the event that the Swap Counterparty should cease to maintain certain specified ratings by either of Fitch and S&P. The amount that the Swap Counterparty is required to deliver to the Issuer under the Credit Support Annex eliminates its exposure under each of the hedging transactions that it has entered into with the Issuer under the Swap Agreement.
Copies of the Trust Deed, the Swap Agreement, the Deed of Amendment and the Credit Support Annex may be inspected in electronic or physical form during the usual business hours at the registered office of the Principal Paying Agent. Capitalised terms used but not otherwise defined herein shall have the meanings given to them in the ITM.
Noteholders with queries concerning the content of this Notice are kindly requested to contact the Issuer using the details set out below:
Issuer: Sandwell Commercial Finance No. 2 plc
c/o Wilmington Trust SP Services (London) Limited
1 King's Arms Yard
This Notice is given by:
SANDWELL COMMERCIAL FINANCE NO. 2 PLC
Dated 14 November 2017
This information is provided by RNS