35PS Premiertel A

 

TIDM35PS 
 
RNS Number : 4592N 
Premiertel plc 
17 February 2009 
 

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") 
on 25 November 2003 
 
 
The "Class A Bonds" and the "Class B Bonds" are together referred to as the 
"Bonds". 
REFERENCE is made to the notice relating to the Bonds issued by the Issuer on 4 
February 2009 (the "Previous Notice"). 
 
 
Pursuant to the Previous Notice , the Issuer wrote to Standard & Poor's ("S&P") 
and Fitch Ratings ("Fitch") (the "Rating Agencies") on 10 February 2009, to seek 
confirmation from the Rating Agencies that the making of the RBS Proposals would 
not cause them to downgrade the Bonds. 
 
 
In response to the Issuer's letters to each of the Rating Agencies: 
 
 
(i) S&P informed the Issuer that it is reviewing all transaction documents and 
would revert to the Issuer in due course; and 
 
 
(ii) Fitch referred the Issuer to its statement of rating confirmation policy 
dated 29 January 2009, the text of which is reproduced below: 
 
"Fitch Ratings - London/New York - 29 January 2009 - Fitch Ratings today further 
clarified its policy regarding rating confirmations by expanding on its 13 
January 2009 commentary, entitled "Fitch Clarifies Policy for Structured Finance 
Rating Confirmations". In that release, Fitch emphasised that the decision to 
provide a rating confirmation remains entirely at Fitch's discretion and that 
the agency is not obliged to provide a confirmation. The agency has recently 
received an increasing number of requests for confirmations related to rating 
triggers applied to counterparties. Rating triggers are often used with respect 
to counterparty risk to specify remedies to be followed when rating triggers are 
breached. Such triggers may be based upon Fitch's ratings, as well as the 
ratings of other agencies. The counterparty exposures involved may include swap 
or other derivative positions, account banks, qualified investments, and/or 
liquidity facility providers, amongst others. 
 
 
With respect to counterparty risk in structured finance transactions, Fitch will 
always look to apply its then current criteria and will expect counterparties to 
honour the criteria in order for associated structured finance note ratings to 
be maintained. Transaction parties often choose to include specific rating 
triggers in transaction documentation that reflect rating criteria that were 
outstanding at the time of the transaction's origination. However, rating 
criteria may change as Fitch analyses developments in the market, or as its 
opinion of the risks involved changes. In the event that a counterparty 
continues to satisfy the provisions of Fitch's current criteria, the agency 
would not expect to downgrade the note ratings of a transaction exclusively due 
to the breach of any triggers specified in transaction documentation which no 
longer reflect Fitch's current criteria. Nevertheless, the consequences under 
the transaction documentation of such a breach would be a matter for transaction 
parties to address. Fitch would expect to be notified of any action taken by the 
transaction parties in response to such a breach. Such action by the transaction 
parties - for example, the declaration of an event of default - could cause 
Fitch to take a rating action or issue a commentary. It is important to 
emphasise that the transaction parties must decide for themselves what, if any 
action, they wish to take. They should not look to Fitch to issue a rating 
confirmation as a "remedy" for any such breach: Fitch's rating opinion does not 
cure a breach of documentation. 
 
 
Conversely, a counterparty that satisfies criteria today may not necessarily do 
so in the future, if Fitch's criteria change, even if the counterparty's ratings 
remain unchanged. Circumstances may arise where counterparties are compliant 
with rating triggers specified in transaction documentation, but are no longer 
in compliance with Fitch's current rating criteria. In the event that a 
counterparty no longer satisfies the eligibility criteria specified in Fitch's 
current criteria, the agency would expect the issuer to notify Fitch of this and 
the counterparty to inform Fitch of its intended course of action as a result of 
its non-compliance, regardless of provisions in the transaction documentation. 
Fitch does not notify individual transaction parties of changes in its criteria. 
However, changes to criteria are published on Fitch's free public website, 
www.fitchratings.com, where criteria reports are also available for download. 
 
 
Further, Fitch also emphasised that the counterparty rating triggers of other 
rating agencies do not factor into Fitch's rating opinion on, or its criteria 
for, counterparty exposure. 
 
 
Generally, Fitch would expect non-compliant counterparties to pursue the 
remedies specified in its current criteria, in order to maintain the note 
ratings of an associated transaction. However, there may be circumstances 
specific to a transaction where the ratings remain unchanged, even if the 
counterparty has notified Fitch that it does not intend to take remedial action 
following a trigger breach. Such circumstances might arise, for example, when 
the counterparty exposure concerned is no longer material to Fitch's rating 
opinion with respect to the associated structured finance notes. Fitch may 
choose to issue commentary regarding any proposed remedial course of action the 
agency is made aware of and will take rating action on the notes where 
appropriate. 
 
 
Contacts: Stuart Jennings, London, Tel: +44 (0) 20 7417 6271; Andreas Wilgen: 
+44 (0) 20 7417 6332; Suzanne Mistretta, New York, Tel: +1 212 908 0639; Glenn 
Costello: +1 212 908 0307; Ben McCarthy, Sydney, Tel: +61 2 8256 0388 
 
 
Fitch's rating definitions and the terms of use of such ratings are available on 
the agency's public site, www.fitchratings.com. Published ratings, criteria and 
methodologies are available from this site, at all times. Fitch's code of 
conduct, confidentiality, conflicts of interest, affiliate firewall, compliance 
and other relevant policies and procedures are also available from the 'Code of 
Conduct' section of this site." 
 
 
This Notice is given by the Issuer. 
17 February 2009 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCZDLFFKLBZBBZ 
 

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