Notice to Noteholders regarding RBS downgrade (0704S)

TIDM35PS

RNS Number : 0704S

Premiertel plc

14 November 2011

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 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

GBP77,500,000 Class A 5.683 per cent. Bonds due 2029

ISIN XS0180245515

(the "Class A Bonds")

GBP208,707,000 Class B 6.175 per cent. Bonds due 2032

ISIN XS0180245945

(the "Class B Bonds")

issued by

Premiertel plc

(the "Issuer" or the "Transaction", as applicable)

on 25 November 2003

The "Class A Bonds" and the "Class B Bonds" are together referred to as the "Bonds".

Capitalised terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Terms and Conditions of the Bonds set out in the Trust Deed (the "Trust Deed") dated 25 November 2003 and entered into between the Issuer and U.S. Bank Trustees Limited (formerly ABN AMRO Trustees Limited) as trustee (the "Trustee"), the Masters Definition Schedule signed for identification on 25 November 2003 and the Liquidity Facility Agreement (the "Liquidity Facility Agreement") dated 25 November 2003 and entered into between the Issuer, the Trustee and the Royal Bank of Scotland N.V. (formerly known as ABN Amro Bank N.V.) (the Liquidity Facility Provider).

On 13 October 2011, Fitch downgraded the Liquidity Facility Provider's:

1. long term rating to 'A' from 'AA-'; and

2 short term rating to 'F1' from 'F1+',

the "RBS Downgrade".

As a result of the RBS Downgrade, the following actions may be taken in accordance with the Liquidity Facility Agreement:

1. the Issuer may make a Stand-by Drawing in an amount equal to the undrawn portion of the Liquidity Facility Commitment at that time;

2. the Issuer may cancel the undrawn and uncancelled part of the Liquidity Facility, provided that the Issuer shall first have made arrangements for a replacement liquidity provider which is a Qualifying Bank which has the Requisite Rating to enter into an agreement on substantially the same terms as the Liquidity Facility Agreement and provided that the Liquidity Facility Provider has been repaid all the amounts outstanding to it under the Liquidity Facility Agreement;

3. the Issuer may require the Liquidity Facility Provider to enter into a novation agreement (at the cost of the Issuer) pursuant to the terms of the Liquidity Facility Agreement;

4. the Liquidity Facility Provider may (without prejudice to the Issuer's rights above) replace itself with a replacement liquidity facility provider which is acceptable to the Issuer and the Trustee which is a Qualifying Bank and has the Requisite Ratings to enter into an agreement on substantially the same terms as the Liquidity Facility Agreement; or

5. the Liquidity Facility Provider may request the Issuer and the Trustee to enter into a novation agreement in a form reasonably satisfactory to the Issuer and the Trustee to transfer the Liquidity Facility Provider's rights and obligations under the Liquidity Facility Agreement in such manner as required by the Issuer and the Trustee to a replacement liquidity facility provider who is a Qualifying Entity with the Requisite Ratings,

collectively, the "Steps".

Pursuant to the press release issued by Fitch dated 11 November 2011 (the "Fitch Press Release"), Fitch has confirmed that despite the RBS Downgrade, the Liquidity Facility Provider still meets Fitch's current counterparty criteria and that the notes' ratings are unaffected by RBS' downgrade.

Following the Fitch Press Release, the Issuer and the Liquidity Facility Provider requested by a letter dated 11 November 2011 (the "Request") that, to the extent not taking the Steps would constitute a breach or proposed breach by the Issuer or the Liquidity Facility Provider of any of the Transaction Documents, the Trustee waive any such breach or proposed breach by either the Issuer or the Liquidity Facility Provider as long as:

1. the determination stipulated by Fitch in the Fitch Press Release does not change; and

2. the Liquidity Facility Provider does not get further downgraded.

The Trustee has consented to the Request on the basis that doing so is not materially prejudicial to the Bondholders.

Bondholders may contact the Issuer at:

Premiertel plc

c/o Structured Finance Management Limited

35 Great St Helen's

London EC3A 6AP

   Attention:          The Directors 
   Telephone:        020 7398 6300 
   Fax:                  020 7398 6325 
   e-mail:              directors-uk@sfmeurope.com 
   Ref:                  Premiertel plc

Bondholders may contact the Trustee at:

U.S. Bank Trustees Limited

5(th) Floor

125 Old Broad Street

London E2N 1AR

   Attention:          Saira Afridi/Laurence Griffiths 
   Fax:                  020 7365 2577 
   e-mail:              saira.afridi@usbank.com/laurence.griffiths@usbank.com 
   Ref:                  Premiertel plc

This Notice is given by the Issuer.

14 November 2011

This information is provided by RNS

The company news service from the London Stock Exchange

END

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