TIDM35UC
RNS Number : 2882J
Southern Pacific Financing 04-A plc
28 June 2011
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR
STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL
OR LEGAL ADVISER.
IMPORTANT NOTICE TO THE HOLDERS OF THE
Class A GBP305,200,000 mortgage backed floating rate notes due
2042
(the "Class A Notes") (Reg S ISIN: XS0190203124) with detachable
A Coupons (Reg S ISIN: XS0190204106)
Class B GBP21,000,000 mortgage backed floating rate notes due
2042
(the "Class B Notes") (Reg S ISIN: XS0190204445)
Class C GBP11,550,000 mortgage backed floating rate notes due
2042
(the "Class C Notes") (Reg S ISIN: XS0190205178)
Class D GBP8,750,000 mortgage backed floating rate notes due
2042
(the "Class D Notes") (Reg S ISIN: XS0190205681)
Class E GBP3,500,000 mortgage backed floating rate notes due
2042
(the "Class E Notes") (Reg S ISIN: XS0190206143)
issued by
Southern Pacific Financing 04-A PLC
(the "Issuer")
on or about 29 April 2004
The Class A Notes, Class B Notes, Class C Notes, Class D Notes
and Class E Notes are together referred to as the "Notes".
Capitalised terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Terms and Conditions of
the Notes set out in the Trust Deed (the "Trust Deed") dated 28
April 2004 (as amended) and entered into between the Issuer and
Capita IRG Trustees Limited (the "Trustee"), the master definitions
schedule (the "Master Definitions Schedule") dated 28 April 2004
and the Deed (as defined below).
In accordance with their respective mortgage arrangements,
customers of Southern Pacific Mortgages Limited ("SPML") make
mortgage payments into the Barclays Collection Accounts held at
Barclays Bank PLC ("Barclays"). A majority of mortgage customers
make their mortgage payments by direct debit. Such electronic
payments are made in accordance with the direct debit scheme (the
"Scheme") and are governed by rules (the "Bacs Rules") established
by BACS Payment Schemes Limited ("Bacs"). Barclays currently
provides, as a Collection Account Bank, direct debit sponsorship to
SPML (the "Sponsorship"), together with related direct debit
services (the "Services").
Pursuant to the current Bacs Rules, any company that wishes to
receive payments by direct debit must become a Bacs approved
servicer user (a "Service User"). Once approved, a Service User is
allocated a single Service User number (a "SUN") that will be used
by financial institutions to correctly allocate direct debit
payments to the relevant Service User. SPML currently has one SUN
for direct debit payments made into all the accounts that the
company has open at Barclays for its various securitisation
transactions.
Barclays provide direct debit sponsorship to SPML for the
Barclays Collection Accounts in relation to indemnity claims that
may be made by customers against SPML as the Service User.
Indemnity claims are currently raised manually by Barclays with
Acenden Limited (previously known as Capstone Mortgage Services
Limited) ("Acenden") as Cash/Bond Administrator for the Issuer and
settled by Barclays positively making a payment from the Barclays
Collection Accounts.
Barclays have informed us that Bacs have recently updated the
Scheme so that payments which are the subject of an indemnity claim
will be required to be automatically clawed back from the Barclays
Collection Accounts. The new automated service went live on 18
October 2010 and the final migration date for all financial
institutions to be using the new process was 30 April 2011.
Barclays' agreement to the continued provision of the
Sponsorship and the Services is subject to certain modifications
being made to the Transaction Documents to address concerns
Barclays have in relation to their liability regarding customer
payments made by direct debit, cheque, credit or debit card
payments, their compliance with rules governing payments made by
direct debit and their rights as a Secured Creditor to the
Transaction Documents. Such modifications include documenting
and/or clarifying the following:
(a) the terms on which Barclays is providing the Sponsorship and
Services in relation to the Barclays Collection Accounts (the
current form of the Bank Agreement does not specifically set out
the terms on which Barclays agree to provide such Sponsorship and
Services);
(b) that, for the avoidance of doubt, the liability of Barclays
in relation to the provision of Sponsorship and the Services
pursuant to the Bank Agreement are secured (and obligations of the
Issuer) in accordance with the Deed of Charge;
(c) Barclays' right of set off against the Barclays Collection
Accounts in relation to liability that it may incur due to amounts
paid by direct debit, cheque, credit or debit card not cleared for
fate or clawed back for whatever reason;
(d) reporting obligations of the Cash/Bond Administrator to
Barclays in relation to the status of clawback claims by customers
pursuant to the Direct Debiting Scheme; and
(e) the debiting of Barclays' administrative fees in relation to
the Bank Accounts as and when they fall due from the relevant Bank
Accounts (together with a waiver from the parties to the Bank
Agreement for undertaking such arrangement in the past in breach of
the terms of the Bank Agreement and the Deed of Charge).
Barclays confirmed to the Issuer that they would no longer agree
to continue to provide Sponsorship or Services to SPML in relation
to the Collection Accounts unless the aforementioned modifications
and clarifications were made by the relevant parties to the Bank
Agreement. If Barclays had ceased to provide such Sponsorship or
Services in relation to the Collection Accounts, amounts paid by
customers using the Direct Debit Scheme would no longer have been
able to be received into the Collection Accounts. This would have
resulted in a material reduction of funds available from customers
to pay Noteholders in accordance with the Transaction Documents.
Such a reduction may have meant that we would have insufficient
funds to pay all amounts due to Noteholders under the Notes when
they fall due. The Issuer therefore confirmed to the Trustee that
it was in the interests of the Noteholders for the Trustee to
consent to the modification of the Bank Agreement and the creation
by SPML of the new SUN so that Barclays agreed to continue to
provide Sponsorship and Services in relation to the Barclays
Collection Accounts and that there would be materially prejudicial
implications for Noteholders if the Trustee had not done so.
Furthermore, in conjunction with Acenden, the Issuer concluded
that, as far as it was aware and having made all reasonable
enquiries, the only commercially feasible course was to accommodate
Barclays' requirements.
In light of the above, an accession, amendment and interface
deed dated 18 April 2011 (the "Deed") was entered into between,
among others, Barclays, the Trustee and the Issuer in order to
accommodate Barclays' requirements for the continued provision of
Sponsorship and the Services. Such Deed is available for inspection
at the registered office of the Issuer during normal business
hours.
This Notice is given by the Issuer.
24 June 2011
This information is provided by RNS
The company news service from the London Stock Exchange
END
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