Finance For Resdntl Notice to Noteholders

 
TIDM69KA TIDM75KA TIDM85KA 
 
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 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. 
 
The Trustee has not been involved in the formulation of the matters set out in 
this Notice, including, without limitation, the matters set out in section 1 
(Background to the  Extraordinary Resolution)  (the "Proposal") and, in 
accordance with normal practice, the Trustee expresses no opinion on the merits 
of the Proposal (which it was not involved in negotiating) or the Extraordinary 
Resolution  and no opinion on whether Senior Noteholders would be acting in 
their best interests voting for or against the Proposal or the Extraordinary 
Resolution but on the basis of the information contained in this Notice has 
authorised it to be stated that it has no objection to the Extraordinary 
Resolution being submitted to Senior Noteholders for their consideration. The 
Trustee makes no representation that all relevant information has been 
disclosed to Senior Noteholders in connection with the Proposal, the 
Extraordinary Resolution and this Notice. The Trustee is not responsible for 
the accuracy, completeness, validity or correctness of the statements made in 
this Notice or omissions from this Notice. Nothing in this Notice should be 
construed as a recommendation to Senior Noteholders from the Trustee to vote in 
favour of, or against, the Proposal or the Extraordinary Resolution. The 
Trustee recommends that Senior Noteholders take their own independent 
professional advice on the merits and the consequences of voting in favour of, 
or against, the Extraordinary Resolution and the Proposal. 
 
No person has been authorised to make any recommendation on behalf of the 
Issuer, the Trustee or the Principal Paying Agent as to whether or how the 
Senior Noteholders should vote pursuant to the Proposal. No person has been 
authorised to give any information, or to make any representation in connection 
therewith, other than those contained herein. If made or given, such 
recommendation or any such information or representation must not be relied 
upon as having been authorised by the Issuer, the Trustee or the Principal 
Paying Agent. 
 
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. 
 
Each person receiving this Notice must make its own analysis and investigation 
regarding the Proposal and make its own voting decision, with particular 
reference to its own investment objectives and experience, and any other 
factors which may be relevant to it in connection with such voting decision. If 
such person is in any doubt about any aspect of the Proposal and/or the action 
it should take, it should consult its professional advisers. 
 
Senior Noteholders should refer to section 3 (Voting and Quorum) of this Notice 
for details concerning methods of voting in respect of the Extraordinary 
Resolution and Proposal described in this Notice and quorum provisions in 
respect of the Senior Noteholders' Meetings. 
 
NOTICE IS HEREBY GIVEN to the holders of the Senior Notes (the "Senior 
Noteholders") that pursuant to Condition 14 of the Terms and Conditions of the 
Series 1 Notes and Condition 13 of the Terms and Conditions of the Series 2 
Notes and the provisions of the Ninth Schedule of the Trust Deed separate 
meetings of the Senior Noteholders of each Class (each a "Senior Noteholders' 
Meeting") convened by the Issuer will be held at the offices of Fieldfisher 
LLP on 6 May 2016 at 10am (London time) (in respect of the Series 1 Class A1 
Notes), at 10.30am (in respect of the Series 1 Class A2 Notes) and at 11am (in 
respect of the Series 2 Class A Notes) for the purpose of considering and, if 
thought fit, passing the resolution which will be proposed as an Extraordinary 
Resolution at each Senior Noteholders' Meeting in accordance with the 
provisions of the Ninth Schedule of the Trust Deed. 
 
 1. Background to the Extraordinary Resolution 
 
Pursuant to the terms of the Bank Agreement, the Account Bank shall be an 
entity which has its short term unsecured, unsubordinated and unguaranteed debt 
rated at least A-1 by S&P and its long term unsecured, unsubordinated and 
unguaranteed debt rated at least A3 by Moody's or such other rating which is 
consistent with the relevant published criteria of the relevant rating agency 
from time to time (the "Account Bank Required Rating"). 
 
Following the downgrade by S&P of the short-term credit rating from A-1 to A-2 
(the "RBS Downgrade") of The Royal Bank of Scotland plc ("RBS"), RBS ceased to 
meet the rating requirements required to fulfil certain of its roles under the 
Trust Deed, the Administration Agreement and the Bank Agreement. 
 
Pursuant to the Bank Agreement, in the event that the Account Bank no longer 
has the Account Bank Required Rating, the Account Bank shall either: 
 
 1. deposit the Balance of the Collection Account in an account in the name of 
    the Issuer with an institution that has the Account Bank Required Rating 
    within 30 days of such downgrade, provided that such entity shall agree to 
    enter an agreement and mandate on terms substantially similar to the terms 
    of the Bank Agreement; or 
 
 2. the Bank will be required to ensure that its obligations are guaranteed by 
    an institution that has the Account Bank Required Rating within 30 days. 
 
RBS has provided the Issuer and the Trustee with draft documentation (the " 
Documents") prepared by RBS's legal counsel for the purpose of implementing a 
proposal (the "RBS Proposal") to mitigate potential credit rating linkage 
determined by the Rating Agencies between RBS's current credit rating and its 
role as the Account Bank through its provision of collateral to support its 
obligations under the Bank Agreement. 
 
The Documents are as follows: 
 
 1. an amendment deed to the Bank Agreement and Cash Management Agreement (the 
    "Amendment Deed") between the Issuer, the Trustee and RBS (as Account Bank, 
    Administrator and Cash Manager) which amends certain provisions of the Cash 
    Management Agreement and the Bank Agreement to enable RBS to provide 
    additional support for the rating of the Notes in its role as the Account 
    Bank in accordance with the RBS Proposal; 
 
 2. a collateral agreement (the "Collateral Agreement") between the Issuer, the 
    Trustee and RBS (as Account Bank and Cash Manager) pursuant to which RBS as 
    Account Bank may, in certain circumstances, post cash and/or securities to 
    support its obligations to the Issuer; and 
 
 3. a custody agreement (the "Custody Agreement") between the Issuer, the 
    Trustee, RBS and Bank of New York Mellon appointing Bank of New York Mellon 
    as the custodian (the "Custodian") of any securities deposited by RBS for 
    safekeeping and to hold any cash received for deposit for the account of 
    the Issuer. 
 
RBS shall pay to the Custodian such fees and charges as agreed between RBS and 
the Custodian in respect of the services of the Custodian pursuant to the 
Custody Agreement and reimburse the Custodian for out-of-pocket expenses that 
are a normal incident of the services provided under the Custody Agreement. 
RBS shall also indemnify and hold harmless the Custodian and BNY Mellon 
affiliates from all losses incurred by such parties other than as a result of 
their own negligence, wilful misconduct or fraud pursuant to the Custody 
Agreement. 
 
The Custodian shall be subject to non-petition provisions in the Custody 
Agreement. 
 
RBS shall, upon demand, pay to the Issuer the amount of any and all (a) 
reasonable costs (including reasonable legal costs and expenses) which the 
Issuer may incur in connection with the administration of the Collateral 
Agreement and (b) costs (including legal costs and expenses) which the Issuer 
may incur in connection with the exercise or enforcement of any of its rights 
under the Collateral Agreement. 
 
Pursuant to the terms of the Custody Agreement, in certain circumstances, the 

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Custodian may credit the Issuer's cash account with cash equal to the amount of 
any payment which the Custodian anticipates will be received by the Custodian 
or depository prior to actual receipt by the Custodian of final payment of such 
amount.  Such advance credit shall be regarded by the Custodian as an extension 
of credit to the Issuer.  As the Issuer is prohibited from incurring 
indebtedness under the terms of the Trust Deed without the prior written 
consent of the Trustee, the Issuer requests that the Senior Noteholders direct 
the Trustee to consent to the Issuer incurring such potential indebtedness if 
it enters into the Custody Agreement. It is not the intention of the Issuer to 
become voluntarily indebted pursuant to the terms of the Custody Agreement. 
 
RBS has discussed the RBS Proposal with Moody's Investors Service ("Moody's") 
and Standard and Poor's Rating Services ("S&P" and, together with Moody's, the 
"Rating Agencies"). The Rating Agencies have confirmed that they have no 
further comments on the RBS Proposal. It is RBS's expectation, based on RBS's 
understanding of the relevant criteria published by the Rating Agencies, that: 
 
 1. the RBS Proposal is in accordance with S&P's counterparty criteria and as a 
    result the ratings of the Notes will no longer be constrained at the 
    long-term issuer credit rating of RBS (BBB+), and 
 
 2. the RBS Proposal will have no impact on the Moody's ratings of the Notes. 
 
The Issuer wishes to seek a direction from the Senior Noteholders pursuant to 
an Extraordinary Resolution the form of which is set out in paragraph 2 below 
(the "Extraordinary Resolution") passed at separate meetings directing it and 
the Trustee to implement the RBS Proposal and enter into the Documents. 
 
 1. Form of Extraordinary Resolution 
 
"THAT this Senior Noteholders' Meeting of the holders of the Series 1 Class A1 
Notes/Series 1 Class A2 Notes/ Series 2 Class A Notes presently outstanding of 
Finance for Residential Social Housing plc (the "Senior Notes" and the "Issuer 
", respectively) constituted by a trust deed dated 26 March 1997 (as amended 
from time to time) (the "Trust Deed") each made 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") as 
trustee for the holders of the Senior Notes (the "Senior Noteholders") hereby 
by Extraordinary Resolution resolves: 
 
 1. to approve the terms of each of the Documents; 
 
 2. that the Trustee is hereby authorised, directed, requested, ratified, 
    sanctioned, instructed and empowered to consent to the Issuer incurring 
    indebtedness with the Custodian in certain circumstances in accordance with 
    the terms of the Custody Agreement; 
 
 3. that the Trustee is hereby authorised, directed, requested, ratified, 
    sanctioned, instructed and empowered to concur to the Documents and, in 
    order to give effect thereto and to implement the same, forthwith to 
    execute the Documents and to concur in, 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; 
 
 4. to waive, and hereby authorises, directs, requests, ratifies, sanctions, 
    instructs and empowers the Trustee to waive any breach or potential breach 
    of any provision of any Transaction Document that has occurred or may occur 
    as a result of the RBS Downgrade; 
 
 5. to hold harmless, discharge and exonerate the Trustee from all liability 
    for which it may have become or may become liable under the Trust Deed, the 
    Notes, the Bank Agreement or any other Transaction Document or otherwise in 
    respect of any act or omission for which the Trustee may become responsible 
    in connection with the Documents, or by reason of the implementation of, or 
    the Trustee acting in accordance with, this Extraordinary Resolutionor 
    making any determination or exercising (or, as the case may be, not 
    exercising) any other power or right conferred pursuant to, or arising out 
    of this Extraordinary Resolution; 
 
 6. that the Trustee is hereby authorised, directed, empowered, requested, 
    ratified, sanctioned and instructed without the need for any further 
    consent or approval to take (or refrain from taking, as the case may be) 
    all such actions and things as may be required, necessary or desirable to 
    implement and to give effect to this Extraordinary Resolution, including 
    without limitation the execution of any documents, declarations, 
    certificates, agreements, deeds or instruments (howsoever described) to 
    give effect to this Extraordinary Resolution; and 
 
 7. to sanction every abrogation, modification, compromise or arrangement in 
    respect of the rights of the Noteholders against the Trustee involved in or 
    resulting from this Extraordinary Resolution. 
 
    Capitalised terms in this Extraordinary Resolution shall, except where the 
    context otherwise requires or save where otherwise defined herein, bear the 
    meanings given in or incorporated in the notice convening this Senior 
    Noteholders' Meeting dated 14 April 2016." 
 
    3.         Voting and Quorum 
 
The provisions governing the convening and holding of the Senior Noteholders' 
Meetings are set out in the ninth Schedule to the Trust Deed. 
 
For the purposes of each Senior Noteholders' Meeting, a "Senior Noteholder" 
shall mean, in the case of the Senior Notes held though Clearstream Banking, 
societe anonyme ("Clearstream, Luxembourg") and/or Euroclear Bank S.A./N.V. (" 
Euroclear"), each person who is for the time being shown in the records of 
Clearstream, Luxembourg and/or Euroclear as the holder of a particular 
principal amount of the Senior Notes and, in the case of the Senior Notes held 
though the Depository Trust Company ("DTC"), each person who is shown in the 
records of DTC as the holder of a particular principal amount of the Senior 
Notes on 14 April 2016 (the "Record Date"). Transferees of the Senior Notes 
after the Record Date will not be entitled to vote on the Extraordinary 
Resolution. 
 
Quorum 
 
Each person who is the owner of a particular nominal amount of the Senior 
Notes, as shown in the records of Clearstream, Luxembourg and/or Euroclear as 
the holder of a particular principal amount of the Senior Notes and in the case 
of the Senior Notes held though the DTC, each person who is on the Record Date 
shown in the records of DTC as the holder of a particular principal amount of 
the Senior Notes or their respective accountholders ("Accountholders"), (a 
"Beneficial Owner") should note that they are not the registered holders of the 
Senior Notes for the purposes of the Senior Noteholders' Meeting and will only 
be entitled to attend and vote at the Senior Noteholders' Meeting in accordance 
with the procedures set out below in "Procedures for Voting". On this basis, 
the only Senior Noteholder currently able to vote at the Senior Noteholders' 
Meeting with respect to the Senior Notes represented by the Global Note 
Certificate will be the registered holder of the Global Note Certificate, which 
is Citibank, Brussels, as nominee for the common depositary of Euroclear and 
Clearstream. However Citibank, Brussels may grant proxies to the Beneficial 
Owners to attend and vote at the Senior Noteholders' Meeting. Alternatively, 
Beneficial Owners who hold their interests through a clearing system and who do 
not wish to attend and vote in person may convey their voting instructions by 
contacting the relevant clearing system (or through the relevant Accountholder, 
if applicable) and arrange for votes to be cast on their behalf. See 
"Procedures for Voting" below. 
 
The quorum required at each Senior Noteholders' Meeting is at least two or more 
Voters representing or holding not less than the Relevant Fraction. of the 
aggregate Principal Amount Outstanding of the Senior Notes of the relevant 
Class; provided however that for so long as the Relevant Fraction of the 
Principal Amount outstanding of the relevant Class of Senior Notes is 
represented by a Global Note, a single Proxy representing the holder thereof 
shall be deemed to be two Voters for the purposes of forming a quorum. The 
Relevant Fraction for this Extraordinary Resolution is one half. 
 
If a quorum is not present within 15 minutes from the time fixed for such 
Senior Noteholders' Meeting, such Senior Noteholders' Meeting will be adjourned 
until such date, not less than 14 nor more than 42 days later, and to such time 
and place as the Chairman may decide.  At least 10 days' notice (exclusive of 
the day on which the notice is given and of the day on which the Senior 
Noteholders' Meeting is to be resumed) of a Senior Noteholders' Meeting 
adjourned through want of a quorum shall be given in the same manner as for an 
original Senior Noteholders' Meeting and that notice shall state the quorum 
required at the adjourned meeting. No notice need, however, otherwise be given 
of a Senior Noteholders' Meeting which has been adjourned for any other 
reason.  The quorum required at any such adjourned meeting will be at least two 
or more Voters whatever the proportion of the Senior Notes which they represent 
provided however that for so long as the Relevant Fraction of the Principal 
Amount Outstanding of the relevant Class of Senior Notes is represented by a 
Global Note, a single Proxy representing the holder thereof shall be deemed to 
be two Voters for the purposes of forming a quorum.   If a quorum is not 
present within 15 minutes from the time fixed for a meeting so adjourned, the 
meeting shall be dissolved. 
 
Procedure for Voting 
 
The holder of a Bearer Note may obtain a Voting Certificate from the Principal 
Paying Agent or require the Principal Paying Agent to issue a Block Voting 
Instruction by depositing such Note with the Principal Paying Agent not later 
than 48 hours before the time fixed for the relevant Senior Noteholders' 

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Meeting. A Voting Certificate, Block Voting Instruction or a Proxy authorised 
in such Block Voting Instruction shall be valid until (in the case of a Voting 
Certificate) the earliest of (i) the conclusion of the relevant Senior 
Noteholders' Meeting; and (ii) the surrender of such Voting Certificate to the 
Principal Paying Agent and (in the case of a Block Voting Instruction and a 
Proxy authorised thereunder) the earlier of (i) the conclusion of the relevant 
Senior Noteholders'  Meeting and (ii) the surrender to such Paying Agent, not 
less than 48 hours before the time fixed for the relevant Senior Noteholders' 
Meeting (or if the relevant Senior Noteholders' Meeting has been adjourned, the 
time fixed for its resumption), of the receipt for the deposited Senior Notes 
and notification thereof by the Principal Paying Agent to the Issuer and the 
Trustee of the deposited Senior Notes to which it relates. So long as a Voting 
Certificate or Block Voting Instruction is valid, the bearer thereof (in the 
case of a Voting Certificate) or any Proxy named therein (in the case of a 
Block Voting Instruction) shall be deemed to be the holder of the Senior Notes 
to which it relates for all purposes in connection with the relevant Senior 
Noteholders' Meeting. A Voting Certificate and a Block Voting Instruction 
cannot be outstanding simultaneously in respect of the same Note. 
 
A holder of a Registered Definitive Note may by an instrument in writing in the 
form for the time being available from the specified office of the Registrar in 
the English language signed by the holder (or, in the case of joint holders, 
the first named) or its duly appointed attorney or, in the case of a 
corporation, executed under its seal or signed on its behalf by its duly 
appointed attorney or a duly authorised officer of the corporation and 
delivered to the Registrar not later than 48 hours prior to the time for which 
such meeting or adjourned meeting is convened, appoint any person to attend and 
act on his or its behalf in connection with any meeting or proposed Senior 
Noteholders' meeting. 
 
Any holder of a Registered Definitive Note which is a corporation may by 
resolution of its directors or other governing body and the delivery of an 
executed or certified copy of such resolution (or, if such resolution is not in 
English, a certified English translation thereof) to the Registrar not later 
than 48 hours prior to the time for which such meeting or adjourned meeting is 
convened, authorise any person to act as its representative in connection with 
the relevant Senior Noteholders' Meeting. 
 
Only Voters, representatives of the Issuer and the Trustee, the financial 
advisers of the Issuer and the Trustee and the legal counsel to the Issuer, the 
Trustee and such advisers may attend and speak at the relevant Senior 
Noteholders' Meeting. 
 
Every question submitted to the relevant Senior Noteholders' Meeting shall be 
decided in the first instance by a show of hands. Unless a poll is validly 
demanded before or at the time that the result is declared, the Chairman's 
declaration that on a show of hands a resolution has been passed, passed (or 
not passed) by a particular majority or rejected shall be conclusive, without 
proof of the number of votes cast for, or against, the relevant Extraordinary 
Resolution. 
 
A demand for a poll shall be valid if it is made by the Chairman, the Issuer, 
the Trustee or one or more Voters representing or holding not less than one 
fiftieth of the aggregate Principal Amount Outstanding of the Senior Notes of 
the relevant class. The poll may be taken immediately or after such adjournment 
as the Chairman directs. A valid demand for a poll shall not prevent the 
continuation of the relevant Senior Noteholders' Meeting for any other 
business. 
 
On a show of hands every Voter has one vote. On a poll every person who is 
present has one vote for each GBP100,000 of Registered Definitive Notes of the 
relevant Class of which he is a holder or in respect of which he is a proxy or 
representative or in respect of each Unit of Bearer Notes of the relevant Class 
so produced or represented by the voting certificate so produced or in respect 
of which he is a proxy. The holder of a Global Note shall be treated as having 
one vote for each GBP100,000 principal amount of Senior Notes represented by such 
Global Note. Without prejudice to the obligations of proxies, a person entitled 
to more than one vote need not use them all or cast them all in the same way. 
 
In case of equality of votes the chairman shall both on a show of hands and on 
a poll have a casting vote in addition to any other votes which he may have. 
 
To be passed at the Senior Noteholders' Meeting, the Extraordinary Resolution 
requires a majority of at least 75 per cent of the votes cast. 
 
If passed at each Senior Noteholders' Meeting, the Extraordinary Resolution 
will be binding on all the Senior Noteholders of the relevant Class, whether or 
not present at the relevant Senior Noteholders' Meeting and whether or not 
voting, and upon all Couponholders. 
 
Any Extraordinary Resolution passed by the Senior Noteholders at a Senior 
Noteholders' Meeting shall also be binding on the Mezzanine Noteholders and the 
Series 3 Noteholders. 
 
Principal Paying Agent 
 
Citibank, N.A., London Branch 
Citigroup Centre 
Canada Square 
Canary Wharf 
London E14 5LB 
 
Tel: [phone] 
Email: [e-mail] 
 
Trustee 
 
Capita Trust Company Limited 
4th Floor 
40 Dukes Place 
London 
EC3A 7NH 
 
Fax: [phone] 
Email: [e-mail] 
 
Account Bank and Administrator 
 
The Royal Bank of Scotland 
280 Bishopsgate 
London 
EC2M 4AA 
 
Tel: [phone] 
Email:  [e-mail] 
Attention:  Liability Management 
 
Subject to the Extraordinary Resolution being passed by the Senior Noteholders 
and all relevant documents being executed, the Amendments set out above shall 
be become effective and the Noteholders will be notified thereof in accordance 
with the Conditions. 
 
This notice is given by: 
 
Issuer 
 
Finance for Residential Social Housing plc 
4th Floor 
40 Dukes Place 
London 
EC3A 7NH 
 
Fax: [phone] 
Email: [e-mail] 
 
Dated 14 April 2016 
 
 
 
END 
 

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