93RF Genfinance 39

TIDM93RF

RNS Number : 8875B

GenFinance II PLC

24 April 2012

Notice of Meeting and Extraordinary Resolution

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

GENFINANCE II PLC

(the "Issuer")

NOTICE OF A MEETING

of the holders of those of the

GBP250,000,000 6.064 per cent. Secured Bonds due 2039

(ISIN: XS0474146288)

of the Issuer presently outstanding

(the "Bondholders" and the "Bonds" respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Bondholders convened by the Issuer will be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 16 May 2012 at 10.00 a.m. (London time) for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the bond trust deed dated 21 December 2009 (the "Trust Deed") made between the Issuer and Prudential Trustee Company Limited (the "Bond Trustee") as bond trustee for the Bondholders and constituting and securing the Bonds.

Capitalised terms used in this Notice which are not defined herein shall have the meanings given to them in the Trust Deed.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the GBP250,000,000 6.064 per cent. Secured Bonds due 2039 of GenFinance II plc presently outstanding (the "Bonds" and the "Issuer" respectively) constituted by the bond trust deed dated 21 December 2009 (the Trust Deed) made between the Issuer and Prudential Trustee Company Limited (the "Bond Trustee") as bond trustee for the holders of the Bonds (the "Bondholders") hereby:

1. approves and assents to the modification of the specified denominations of the Bonds from "GBP50,000 and integral multiples of GBP1,000 in excess thereof up to and including GBP99,000" to "GBP100,000 and integral multiples of GBP1,000 in excess thereof up to and including GBP199,000";

2. approves and assents to the amendments to the Trust Deed and the Conditions of the Bonds required to implement the modification set out in paragraph 1 above and any consequential amendments to any other documentation (including, for the avoidance of doubt, the Permanent Global Bond) including:

(i) the modification of the Terms and Conditions of the Bonds (as set out in Schedule 4 to the Trust Deed) by:

(1) the deletion of the first two sentences of Condition 2(a) and the insertion in its place of the following:

"The Bonds are serially numbered and in bearer form in denominations of GBP100,000, and integral multiples of GBP1,000 in excess thereof up to and including GBP199,000 with Coupons, Receipts and talons (each, a "Talon") for further Coupons and Receipts attached at the time of issue. No Bonds will be issued with a denomination above GBP199,000.";

(2) the deletion of the first sentence in the third paragraph of Condition 5 and the insertion in its place of the following:

"The amount of interest payable on each Interest Payment Date shall be GBP3032 in respect of each Bond of GBP100,000 denomination and GBP30.32 in respect of the Calculation Amount."; and

(ii) the modification of the Trust Deed by the deletion of Clause 12 and the insertion in its place of the following new clause 12:

"The Definitive Bonds, the Coupons, the Talons and the Receipts will be security printed in accordance with applicable legal and stock exchange requirements in the respective forms, or substantially in the respective forms, set out in Part A (Form of Definitive Bond) of Schedule 3 upon the occurrence of certain limited circumstances described in the Permanent Global Bond. Each Definitive Bond shall be issued in bearer form and in denominations of GBP100,000 and integral multiples of GBP1,000 in excess thereof, up to and including GBP199,000, be serially numbered, with Coupons for dates falling after the date of issue and Talons attached and shall be endorsed with the relevant Conditions. ";

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution and their implementation;

4. authorises, directs, requests and empowers the Bond Trustee to concur in the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution and, in order to give effect thereto and to implement the same, forthwith to execute a Supplemental Trust Deed in the form of the draft produced to this Meeting and for the purpose of identification signed by the Chairman thereof with such amendments (if any) thereto as the Bond Trustee shall require and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution; and

5. discharges and exonerates the Bond Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Bonds in respect of any act or omission in connection with the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution, their implementation or this Extraordinary Resolution."

The Issuer considers that the proposed modifications contained in the Extraordinary Resolution set out above are fair and reasonable in the circumstances and, accordingly, the Issuer recommends all Bondholders to vote in favour of the Extraordinary Resolution.

The attention of Bondholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 2 of Voting and Quorum below.

Copies of the Trust Deed (including the Terms and Conditions of the Bonds) and the draft Supplemental Trust Deed referred to in the Extraordinary Resolution set out above and of certain other relevant documents will be available for inspection by Bondholders at the specified office of the Principal Paying Agent as set out below.

In accordance with normal practice, the Bond Trustee expresses no opinion as to the merits of the proposed modifications as described in the Extraordinary Resolution above (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the Extraordinary Resolution above being submitted to the Bondholders for their consideration. The Bond Trustee has, however, not been involved in formulating the proposed modifications and makes no representation that all relevant information has been disclosed to Bondholders in this Notice or otherwise. Accordingly, the Bond Trustee urges Bondholders who are in any doubt as to the impact of the implementation of the proposed modifications to seek their own independent legal and/or financial advice.

VOTING AND QUORUM

1. The provisions governing the convening and holding of a Meeting are set out in Schedule 5 to the Trust Deed, a copy of which is available for inspection by the Bondholders during normal business hours at the specified office of the Paying Agent set out below.

All of the Bonds are represented by a global bond held by a common depositary for Clearstream Banking, societe anonyme (Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear). For the purposes of the Meeting, a Bondholder shall mean each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of the Bonds.

A Bondholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent relating to the Bond(s) in respect of which he wishes to vote.

A Bondholder not wishing to attend and vote at the Meeting in person may deliver his valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear) instructing a Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions.

A Bondholder who wishes to obtain a voting certificate or give voting instructions in respect of his Bond(s) must first request the relevant clearing system to block the Bonds in his own account and to hold the same to the order or under the control of a Paying Agent not later than 48 Hours (as defined in the Trust Deed) before the time appointed for holding the Meeting.

Bonds so blocked will not be released until the earlier of:

(a) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(b)

(i) in respect of (a) voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and the notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 Hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Bondholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Bond Trustee at least 24 hours before the time appointed for holding the Meeting and such Bonds ceasing in accordance with the procedures of the relevant clearing system and with the agreement of such Paying Agent to be held to its order or under its control.

2. The quorum required at the Meeting is one or more persons holding or representing 50 per cent. of the aggregate principal amount of the Bonds for the time being outstanding. If a quorum is not present at the Meeting, the Meeting will be adjourned and the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Bondholders). The quorum at such an adjourned Meeting will be one or more persons present (whatever the principal amount of the Bonds then outstanding so held or represented by them). The GBP50,000,000 in principal amount of the Bonds purchased by the Issuer on the issue date of the Bonds and held by the Issuer as at the date hereof (the "Reserve Bonds") will, pending sale or cancellation by the Issuer, not be treated as outstanding for purposes of determining quorum at the Meeting.

3. Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting or by the Issuer, the Bond Trustee or by one or more Voters representing not less than one fiftieth of the aggregate principal amount of the outstanding Bonds. On a show of hands every person who is present in person and produces a voting certificate or is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each GBP1 in aggregate face amount of the outstanding Bonds so represented by the voting certificate so produced or in respect of which he is a proxy. The Reserve Bonds will, pending sale or cancellation by the Issuer, not be treated as outstanding for purposes of voting at the Meeting.

4. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than 75 per cent. of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Bondholders and the Couponholders, whether or not present at the Meeting and whether or not voting.

RATIONALE

The Bonds were issued on 21 December 2009 with denominations of GBP50,000 plus integral multiples of GBP1,000 in excess thereof. The denomination of the Bonds is such that the Issuer currently benefits from the various wholesale debt exemptions in the Prospectus Directive (Directive 2003/71/EC) and the Transparency Directive (Directive 2004/109/EC).

Pursuant to the Amending Directive (Directive 2010/73/EU) of 24 November 2010, various amendments have been made to the Prospectus Directive and the Transparency Directive, including the increase in the wholesale debt threshold from EUR50,000 (or equivalent in other currencies) to EUR100,000 (or equivalent in other currencies).

The Issuer will continue to have the benefit of the various wholesale debt exemptions once the provisions of the Amending Directive are implemented into English law, unless it issues further bonds with a minimum denomination of less than EUR100,000 (or equivalent in other currencies).

At the time of issue of the Bonds, the Issuer expressed its intention to investors to issue further Bonds as and when required. To enable the Issuer to issue further Bonds if required, without losing the benefit of such wholesale debt exemptions, the Issuer would like to increase the denomination of the Bonds to GBP100,000 plus integral multiples of GBP1,000 in excess thereof up to and including GBP199,000.

Changes in Group Structure

By way of the procedure set out in section 50 of the Industrial and Provident Societies Act 1965, each of Paddington Churches Housing Association Limited ("PCHA"), Pathmeads Housing Association Limited ("Pathmeads"), Springboard Housing Association Limited ("Springboard") and the parent company of the Issuer, Genesis Housing Group Limited ("GHG") amalgamated to form the Company on 20 April 2011 (the "Amalgamation"). By operation of law, immediately following the Amalgamation the rights of and obligations on each of PCHA, Pathmeads, Springboard and GHG under their respective financing documents (including the original transaction documents relating to the Bonds) automatically transferred to and were assumed by the Company.

Pursuant to the original transaction documents relating to the Bonds, each of PCHA, Pathmeads and Springboard was an "Authorised Borrower" for the purposes of receiving on-loans of the proceeds of issuance of the Bonds. Following the Amalgamation, the Company is the sole Authorised Borrower and the Authorised Loan Agreement (which the Issuer is reliant upon in order to service payments of principal and interest in relation to the Bonds) is solely the obligation of the Company. All of the assets of PCHA, Pathmeads and Springboard which were subject to security interests (whether directly or indirectly) in favour of the Bond Trustee, became by operation of law the assets of the Company as a result of the Amalgamation, but remain subject to the existing security interests in favour of the Bond Trustee.

Offer

In addition to the Proposal, the Company is also offering to purchase Bonds (the "Offer") up to a maximum of GBP1,000,000 in aggregate principal amount, and subject to the passing of the Extraordinary Resolution, from Bondholders who hold an aggregate principal amount of no more than GBP99,000 in principal amount of Bonds, at a purchase price determined, as set out in the Consent Solicitation Memorandum, by reference to the sum of a purchase spread of +195 basis points and the yield to maturity of the Benchmark Security together with an amount equal to accrued but unpaid interest. If the Extraordinary Resolution is not passed, the Company will not accept any Bonds for purchase.

The Offer is made on the terms and subject to the conditions set out in a consent solicitation memorandum dated 24 April 2012, copies of which may be obtained by eligible Bondholders upon request to the Tabulation Agent whose contact details are set out below. Any Bonds purchased by the Company pursuant to the Offer may, at the option of the Company, be held or resold by the Company or surrendered to the Issuer for cancellation in accordance with Condition 6(j) (Cancellation). The Company may, in its sole discretion, extend, amend or waive any term or condition of the Offer, or terminate the Offer, at any time.

EARLY VOTING FEE

The Company will pay to each Bondholder from whom a valid electronic voting instruction (delivered by a Direct Participant through the relevant Clearing System to the Tabulation Agent, instructing the Tabulation Agent that the vote(s) attributable to the Bonds the subject of such electronic voting instruction should be cast in a particular way in relation to the relevant Extraordinary Resolution, which instruction shall form part of a block voting instruction to be issued by the Principal Paying Agent in relation to the Meeting) (an "Electronic Voting Instruction") is received by the Tabulation Agent before 4.00 p.m. on 3 May 2012 (or such later date as the Issuer and the Company may in their discretion agree) (the "Early Instruction Deadline"), and not revoked, an amount equal to GBP0.50 for each GBP1,000 in principal amount of the Bonds (the "Early Voting Fee") the subject of such Electronic Voting Instruction, subject to the passing of the Extraordinary Resolution.

Where payable, the Company will pay the Early Voting Fee on the second Business Day following the date on which the Extraordinary Resolution is passed which, if the Extraordinary Resolution is passed on 16 May 2012, will be 18 May 2012. The Early Voting Fee will be payable whether the Electronic Voting Instruction is an instruction to vote for or against the Extraordinary Resolution. However, in order for the relevant Bondholder to be eligible for the Early Voting Fee, such Electronic Voting Instruction shall be irrevocable from the Early Instruction Deadline, including for any adjourned Meeting.

 
                TABULATION AGENT 
           The Bank of New York Mellon 
                One Canada Square 
                  London E14 5AL 
 e-mail address: debtrestructuring@bnymellon.com 
      facsimile number: +44 (0) 20 7964 2536 
             PRINCIPAL PAYING AGENT 
   The Bank of New York Mellon, London Branch 
                One Canada Square 
                  London E14 5AL 
                  BOND TRUSTEE 
       Prudential Trustee Company Limited 
              Laurence Pountney Hill 
                 London EC4R 0HH 
 

This Notice is given by:

GENFINANCE II PLC

Capital House

25 Chapel Street

London

NW1 5DT

Dated 24 April 2012

This information is provided by RNS

The company news service from the London Stock Exchange

END

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