TIDM40XV
RNS Number : 3099Z
Paragon Mortgages (No.12) PLC
17 May 2019
NOTICE
FOR IMMEDIATE RELEASE
PARAGON MORTGAGES (NO.12) PLC
51 Homer Road, Solihull, West Midlands, B91 3QJ
a company incorporated in England and Wales
(registered number 05386924)
$1,500,000,000 Class A1 Notes Due 2038 (Rule 144A ISIN:
US69913BAA44/
Reg S ISIN: XS0261644941)
GBP145,000,000Class A2a Notes Due 2038 (Reg S ISIN:
XS0261646136)
EUR245,000,000 Class A2b Notes Due 2038 (Reg S ISIN:
XS0261646565)
$311,000,000 Class A2c Notes Due 2038 (Rule 144A ISIN:
US69913BAB27/
Reg S ISIN: XS0261647027)
GBP25,000,000 Class B1a Notes Due 2038 (Reg S ISIN:
XS0261647886)
EUR126,000,000 Class B1b Notes Due 2038 (Reg S ISIN:
XS0261648850)
GBP17,000,000 Class C1a Notes Due 2038 (Reg S ISIN:
XS0261650161)
EUR106,000,000 Class C1b Notes Due 2038 (Reg S ISIN:
XS0261650674)
(the "Notes")
1. BACKGROUND
(a) Reference is made in this notice (this "Notice") to:
(i) the $1,500,000,000 Class A1 Notes due 2038 (ISIN: XS0261644941) (the "Class A1 Notes");
(ii) the A1 note conditional purchase agreement entered into
between, inter alios, Paragon Mortgages (No.12) PLC (the "Issuer"),
Barclays Bank PLC (the "Agent", the "Liquidity Provider" and the
"Remarketing Agent"), Sheffield Receivables Corporation (the "A1
Note Conditional Purchaser"), Paragon Finance PLC ("PFPLC"),
Mortgage Trust Services PLC ("MTS"), Paragon Mortgages Limited (as
"Title Holder") and Mortgage Trust Limited (as "Title Holder") on
20 July 2006 as amended and restated from time to time (the "A1
Note Conditional Purchase Agreement");
(iii) the remarketing agreement entered into between, inter
alios, the Issuer, the Remarketing Agent, Barclays Bank PLC (the
"Conditional Purchaser's Agent"), Citibank N.A., London Branch (the
"Tender Agent"), Citicorp Trustee Company Limited (the "Trustee")
and the A1 Note Conditional Purchaser, on 20 July 2006 as amended
from time to time (the "Remarketing Agreement");
(iv) the trust deed entered into between the Issuer and Trustee
on 20 July 2006 as amended from time to time (the "Trust Deed") and
the terms and conditions of the Notes in Schedule 4 of the Trust
Deed (the "Conditions") (as supplemented by the supplemental trust
deed entered into by the Issuer and Trustee on 30 January 2013);
and
(v) the 1992 ISDA Master Agreement (Multicurrency-Cross Border)
dated 14 July 2006 between the Issuer, Barclays Bank Plc, (the
"Currency Swap Provider") and the Trustee, together with the
schedule thereto dated 14 July 2006 between the Issuer, the
Currency Swap Provider and the Trustee as amended and restated from
time to time (the "Master Agreement") and the confirmation dated 14
July 2006 between the Issuer, the Currency Swap Provider and the
Trustee as amended and restated from time to time (the
"Confirmation" and, together with the Master Agreement, the
"Currency Swap A1 Agreement").
(b) Capitalised terms used in this Notice that are not defined
herein have the meaning given to them in the A1 Conditional Note
Purchase Agreement, the Remarketing Agreement, the Trust Deed and
the Currency Swap A1 Agreement, as applicable.
2. OCCURRENCE OF A REMARKETING TERMINATION EVENT
(a) In accordance with, clause 5.2 of the Remarketing Agreement
a Remarketing Termination Event occurred on 23 April 2019 pursuant
to clause 5.1.2 of the Remarketing Agreement and Barclays Bank PLC
terminated its appointment as remarketing agent thereunder.
3. A1 NOTE CONDITIONAL PURCHASE
(a) In accordance with, inter alia, the A1 Note Conditional
Purchase Agreement, the Remarketing Agreement, the Trust Deed
(including Condition 5(i) (A1 Note Mandatory Transfer
Arrangements)) and the Currency Swap A1 Agreement, the Class A1
Notes were purchased by the A1 Note Conditional Purchaser on 15 May
2019 (the "A1 Note Conditional Purchase").
(b) As a result of the occurrence of, and with effect from the
date of, the A1 Note Conditional Purchase:
(i) the interest rate on the Class Al Notes is 3 month GBP LIBOR
plus the Maximum Reset Margin (which is 24 basis points);
(ii) any payments of principal or interest in respect of the
Class Al Notes will be made in sterling on each Interest Payment
Date using a principal amount outstanding on the 15 May 2019 of
GBP317,409,456.52 (being the A1 Note Mandatory Transfer Price and
therefore the GBP Equivalent Principal Amount Outstanding on such
date) as the reference amount for the calculation of such payments
and taking into account subsequent amortisations thereof until the
Class Al Notes are redeemed;
(iii) following the A1 Note Mandatory Transfer Date, the
Interest Determination Date for the Class A1 Notes shall be the
first day of the Interest Period; and
(iv) the Termination Date of the Currency Swap A1 Agreement was 15 May 2019.
4. NOTIFICATION OF AMENDMENTS MADE TO THE TRUST DEED AND A1 NOTE
CONDITIONAL PURCHASE AGREEMENT
(i) The Issuer hereby notifies the investors that on 15 May
2019, the Issuer and the Trustee entered into an amendment deed
(the "Deed of Amendment") in respect of the Trust Deed and the A1
Note Conditional Purchase Agreement.
(ii) The amendments made pursuant to the Deed of Amendment
became effective on 15 May 2019, and were made in order to:
(A) enable the redenomination of Class A1 Notes from minimum
denominations of $100,000 into minimum denominations of GBP50,000
and integral multiples of GBP1 in excess thereof. For the purposes
of the definition of "Note Currency" and the calculation of GBP
Equivalent, the Class A1 Notes will continue for the purposes of
Condition 4(a) (Interest Payment Dates), Condition 4(b) (Deferral
of Interest on Class B Notes and Class C Notes, Additional
Interest, Default Interest and Allocation of Interest), Condition
4(c) (Rate of Interest), Condition 4(d) (Determination of Rate of
Interest and Calculation of Interest Payments and Other Interest
Amounts), Condition 5 (Redemption and Purchase), Condition 9
(Events of Default), Condition 10 (Enforcement and Post Enforcement
Call Option) and Condition 13 (Meetings of Noteholders;
Modifications; Consents; Waiver) to be USD Notes;
(B) enable the clearing systems to "re-badge" the Class A1 Notes
from USD into GBP thus conforming the actual currency of payments
in respect of the Class A1 Notes to the description of currency
used by the clearing systems;
(C) remove the requirement to hold the Class A1 Notes in DTC;
(D) clarify the provisions on the Interest Determination Date so
as to align such provisions with the convention for the other Notes
which have originally been denominated in GBP, namely, that the
Interest Determination Date is the first day of each Interest
Period;
(E) remove the requirement for any subsequent transfer of the A1
Notes to be conditional on an Accession Deed being entered into
prior to such transfer.
Copies of the key documents associated with this Notice may be
inspected in physical form at the registered office of the Issuer
and during usual business hours on any day that is not a Saturday,
Sunday or public holiday or upon request in electronic form from
the Issuer for a period of 7 days from the date of this Notice.
Dated: 17 May 2019
For further information, please contact:
Paragon Mortgages (No.12) PLC
51 Homer Road
Solihull
West Midlands
B91 3QJ
Email: Jimmy.Giles@paragonbank.co.uk
Telephone number: +44 121 712 2315
Facsimile number: +44 121 712 2622
Attention: The Directors
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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