THIS NOTICE IS
IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
SENIOR
NOTEHOLDERS. IF SENIOR 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.
FURTHER ADDENDUM
TO THE Notice of separate meetings of the holders
(the "SENIOR
Noteholders") of the outstanding
Series 1 Class A1
Asset Backed 8.369 Per Cent. Premium Yield Notes due 2058
(ISIN: USG34346AA77; Common Code: 7518471)
(the "Series 1
Class A1 Notes")
Series 1 Class A2
Asset Backed 8.569 Per Cent. Premium Yield Notes due 2058
(ISIN: USG34346AB50; Common Code: 7518498)
(the "Series 1
Class A2 Notes")
Series 2
Class A Asset Backed Variable Rate Notes due 2058
(ISIN USG34346AE99; Common Code 7518536)
(the "Series 2
Class A Notes")
issued by
FINANCE FOR RESIDENTIAL SOCIAL HOUSING PLC
(the "Issuer")
On 26 March 1997
The Series 1 Class A1 Notes, Series 1 Class A2 Notes and Series
2 Class A Notes are each a "Class" of Notes and together
referred to as the "Senior Notes".
Capitalised terms used but not otherwise defined in this Notice
shall have the meanings set out in the trust deed (the "Trust
Deed") dated 26 March 1997 (as
amended from time to time) and entered into between the Issuer and
Royal Exchange Trust Company Limited as trustee (such role now
being performed by Capita Trust Company Limited under power of
attorney) (the "Trustee") and the bank agreement (the
"Bank Agreement") dated 26 March
1997 (as amended from time to time) and entered into between
the Issuer, The Royal Bank of Scotland plc ("RBS") (formerly National
Westminster Bank plc) (the "Account Bank" and the
"Administrator") and the Trustee.
This Notice is issued and directed only to the Senior
Noteholders and no other person shall, or is entitled to, rely or
act on, or be able to rely or act on, its contents.
On 14 April 2016, the Issuer
issued a notice (the "Senior Noteholder Meeting Notice")
convening separate meetings of Senior Noteholders, to be held on
6 May 2016 and issued an addendum to
the Senior Noteholder Meeting Notice on 20
April 2016 (the "Addendum Notice"). Capitalised terms
used but not otherwise defined in this Notice shall also have the
meanings set out in the Senior Noteholder Meeting Notice.
NOTICE IS HEREBY GIVEN to the Senior Noteholders that RBS
has issued a letter of intent to the Issuer confirming that, should
the Extraordinary Resolution referred to in the Senior Noteholder
Meeting Notice be passed by the Senior Noteholders, then it is
RBS’s intention to duly execute the Amendment Deed, Collateral
Agreement and Custody Agreement in the form made available to
Senior Noteholders pursuant to the Addendum Notice and thereafter
to deliver collateral to satisfy the collateral posting remedy
under 3(c) of Schedule 1 of the Amendment Deed within 7 business
days from the date that the documents are executed.
Save as supplemented by this Notice, the Senior Noteholder
Meeting Notice and Addendum Notice remain in full force and
effect.
The Trustee has not been involved in the formulation of the
matters set out in this Notice.
Principal Paying
Agent
Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Tel: +44 (0)20 7500 2017
Email: kris.chung@citi.com
Trustee
Capita Trust Company Limited
4th Floor
40 Dukes Place
London
EC3A 7NH
Fax: +44 (0)20 3170 0246
Email: corporatetrusts@capita.co.uk
Account Bank and
Administrator
The Royal Bank of Scotland
280 Bishopsgate
London
EC2M 4AA
Tel: +44 (0)20 7085 3781
Email: liability.management@rbs.com
Attention: Liability Management
This notice is given by:
Issuer
Finance for Residential Social Housing
plc
4th Floor
40 Dukes Place
London
EC3A 7NH
Fax: +44 (0)20 3170 0246
Email: spvservices@capitafiduciary.co.uk
Dated 28 April 2016
