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.
NOTICE OF RESULTS
OF ADJOURNED MEETING TO THE HOLDERS 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 and the notices to the
holders of the Senior Notes (the "Senior Noteholders") dated
14 April 2016 and 6 May 2016.
NOTICE IS HEREBY GIVEN to the Senior Noteholders that at
an adjourned meeting of the Senior Noteholders of the Series 2
Class A Notes (the "Adjourned Noteholders' Meeting")
convened by the notice to Senior Noteholders dated 6 May 2016 and held on 11
May 2016 at the offices of Fieldfisher LLP, Riverbank House,
2 Swan Lane, London EC4R 3TT:
-
the required quorum was achieved for the Adjourned Noteholders'
Meeting for the Series 2 Class A Notes; and
-
the Extraordinary Resolution was duly passed by the holders of
the Series 2 Class A Notes.
Further to our notice to the Senior Noteholders dated 6 May, as
the Extraordinary Resolution was also duly passed at the
Noteholders' Meetings by the by the holders of the Series 1 Class
A1 Notes and the Series 1 Class A2 Notes, the Extraordinary
Resolution has been duly passed by all the Senior
Noteholders.
The Extraordinary Resolution passed by the Senior Noteholders
shall also be binding on the Mezzanine Noteholders and the Series 3
Noteholders.
It is expected that the Documents implementing the RBS Proposal
will be executed by the relevant parties on or about 11 May 2016.
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
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 11 May 2016