Notice of Adjourned Meetings (3015J)

TIDM76HQ

RNS Number : 3015J

Mound Financing (No.6) PLC

28 June 2011

THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE EXISTING NOTES (AS DEFINED BELOW).

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisors as you deem necessary.

If you have recently sold or otherwise transferred your entire holding(s) of Existing Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT IS AVAILABLE IN THE NOTICE OF ADJOURNED MEETING (THE "NOTICE OF ADJOURNED MEETING") ISSUED BY THE SIXTH ISSUER TODAY AND THE NOTICE OF MEETING (THE "ORIGINAL NOTICE") INCLUDING THE EXPLANATORY MEMORANDUM ATTACHED THERETO, ISSUED BY THE SIXTH ISSUER ON 3 JUNE 2011, AND YOU ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.

MOUND FINANCING (NO.6) PLC

(the "Sixth Issuer")

NOTICE OF ADJOURNED MEETING

An adjourned meeting of the holders of the

GBP1,000,000,000 Class A2 Asset Backed Floating Rate Notes due February 2044 (ISIN: XS0399198695)

(the "Class A2 Notes")

GBP1,400,000,000 Class A3 Asset Backed Floating Rate Notes due February 2044 (ISIN: XS0399204766)

(the "Class A3 Notes")

GBP1,550,000,000 Class A4 Asset Backed Floating Rate Notes due February 2044 (ISIN: XS0399208163)

(the "Class A4 Notes")

(together, the "Existing Noteholders" and the "Existing Notes" respectively)

NOTICE IS HEREBY GIVEN that following the adjournment of the relevant meetings of the Existing Noteholders held on 27 June 2011, due to lack of quorum, an adjourned meeting (the Adjourned Meeting) at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD of the holders of all the Existing Notes is hereby convened by the Sixth Issuer on 12 July 2011 at 3:30 pm (London time) and 4:30 pm (CET) for the purpose of considering and, if thought fit, passing the Extraordinary Resolution set out below.

In accordance with the provisions of the note trust deed dated 13 November 2008 as amended, restated and supplemented from time to time (the Sixth Issuer Trust Deed) made between the Sixth Issuer and BNY Mellon Corporate Trustee Services Limited (formerly BNY Corporate Trustee Services Limited) (the Sixth Issuer Note Trustee) and constituting the Existing Notes. The proposed amendments to be made to the documents as described in the Notice of Adjourned Meeting are together referred to as the Proposed Amendments.

Each Existing Noteholder should note that certain of the conditions specified in the Extraordinary Resolution were fulfilled at the meetings described in the Original Notice that were held on 27 June 2011.

Capitalised terms in this Announcement shall, except where the context otherwise requires or save where otherwise defined herein, bear the meanings ascribed to them in the Original Notice.

The Notice of Adjourned Meeting and the Original Notice are available upon request from Lloyds Bank Corporate Markets.

The Notice of Adjourned Meeting and the Original Notice are available for inspection by Existing Noteholders at the specified office of the Principal Paying Agent and in the Data Room.

In accordance with normal practice, the Security Trustee and the Sixth Issuer Note Trustee (together, the Trustees) have not been involved in the formulation of the Proposed Amendments outlined in the Notice of Adjourned Meeting, the Original Notice or the contents of the pre-recorded call referred to in the Original Notice and none of the Trustees expresses any opinion on the merits of the Proposed Amendments or the Extraordinary Resolution or the contents of the pre-recorded call referred to in the Original Notice but each has authorised it to be stated that it has no objection to the Extraordinary Resolution being submitted to Existing Noteholders for their consideration. Existing Noteholders should take their own independent advice on the merits and on the consequences of voting or not voting in favour of the Extraordinary Resolution, including any tax consequences. The Trustees are not responsible for the accuracy, completeness, validity or correctness of the statements made in the Notice of Adjourned Meeting or in the pre-recorded call referred to in the Original Notice or omissions therefrom and make no representation that all relevant information has been disclosed to the Existing Noteholders in or pursuant to the Notice of Adjourned Meeting and the Original Notice or the pre-recorded call referred to in the Original Notice.

The Notice of Adjourned Meeting does not constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Sixth Issuer or any other entity. The distribution of the Notice of Adjourned Meeting may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession the Notice of Adjourned Meeting comes are required to inform themselves about, and to observe, any such restrictions.

FORM OF EXTRAORDINARY RESOLUTION

The Extraordinary Resolution will be proposed in a meeting to the holders of the Existing Notes and is in the following terms:

"THAT this Meeting of the holders of the GBP1,000,000,000 Class A2 Asset Backed Floating Rate Notes due February 2044 (ISIN: XS0399198695), GBP1,400,000,000 Class A3 Asset Backed Floating Rate Notes due February 2044 (ISIN: XS0399204766) and GBP1,550,000,000 Class A4 Asset Backed Floating Rate Notes due February 2044 (ISIN: XS0399208163) (the Notes) of Mound Financing (No.6) PLC (the Sixth Issuer) constituted by a sixth issuer trust deed dated 13 November 2008 as amended, restated and supplemented from time to time (the Sixth Issuer Trust Deed) made between the Sixth Issuer and BNY Mellon Corporate Trustee Services Limited (formerly BNY Corporate Trustee Services Limited) (the Sixth Issuer Note Trustee) as trustee for the holders of the Notes (the Noteholders) HEREBY RESOLVES as an Extraordinary Resolution (as defined in the Sixth Issuer Trust Deed):

(a) (subject to paragraph (i) of this resolution) that each of the Sixth Issuer, the Sixth Issuer Note Trustee, the Security Trustee and each other party thereto or referred to therein is hereby authorised, directed, empowered and instructed to:

(i) implement the proposed changes set out in paragraph 1 of Schedule 1 to the Original Notice (Explanatory Memorandum - Modifications that affect all Existing Notes and subject to the Extraordinary Resolution);

(ii) enter into the Extraordinary Resolution Amendment Documents as set out in paragraph 2.1 of Schedule 1 to the Original Notice (Explanatory Memorandum - Documentation to be entered into in connection with the Extraordinary Resolution); and

(iii) concur in, and execute and do, all such other deeds, instruments, acts and things and take such steps as may be necessary and desirable to carry out and give effect to the Extraordinary Resolution Amendment Documents, the proposed changes set out in paragraph 1 of Schedule 1 to the Original Notice (Explanatory Memorandum - Modifications that affect all Existing Notes and subject to the Extraordinary Resolution) and this Extraordinary Resolution,

in the case of the Extraordinary Resolution Amendment Documents in substantially the same form as the drafts produced to this Meeting and signed by the chairman of this Meeting for the purpose of identification, with such non-material amendments (if any) as may be requested by the Sixth Issuer and approved by the Sixth Issuer Note Trustee and the Security Trustee, in their sole discretion, or required by the Sixth Issuer Note Trustee or the Security Trustee;

(b) (subject to paragraph (i) of this resolution) that the Sixth Issuer, the Sixth Issuer Note Trustee, the Security Trustee and each other party thereto is authorised, directed, empowered and instructed to comply with its obligations under the Extraordinary Resolution Amendment Documents;

(c) (subject to paragraph (i) of this resolution) that the Sixth Issuer, the Sixth Issuer Note Trustee and the Security Trustee are authorised, directed, empowered and instructed to take all other actions and enter into such other agreements and give such authorisations and instructions to any person as they consider necessary or desirable in connection with the Extraordinary Resolution Amendment Documents and the transactions contemplated therein;

(d) (subject to paragraph (i) of this resolution) that the amendments in the Extraordinary Resolution Amendment Documents (in the form set out in paragraph (a) above) are authorised and approved and the Sixth Issuer, the Sixth Issuer Note Trustee, the Security Trustee and the other parties thereto are authorised, directed, empowered and instructed, to the extent legally possible, to undertake the implementation of the Extraordinary Resolution Amendment Documents on and subject to the conditions set out therein;

(e) to sanction every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Sixth Issuer, whether or not such rights arise under the Sixth Issuer Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraphs (a) to (d) of this Extraordinary Resolution and their implementation;

(f) to waive any and all requirements, restrictions or conditions precedent set forth in the Transaction Documents on any person, in respect of implementing the Extraordinary Resolution Amendment Documents and the proposal set out in the Original Notice;

(g) to discharge and exonerate the Sixth Issuer from all liability for which it may have become or may become responsible under any Transaction Document in respect of any requirements, restrictions or conditions precedent set forth in the Transaction Documents in connection with the Extraordinary Resolution Amendment Documents or the proposed amendments set out in the Original Notice or this Extraordinary Resolution or the implementation thereof;

(h) to discharge and exonerate each of the Sixth Issuer Note Trustee and the Security Trustee from any responsibility or liability for which it may have become or may become responsible under the Sixth Issuer Trust Deed, the Sixth Issuer Deed of Charge, the Notes or any Transaction Document or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the executing of any deeds, agreements, documents or instruments, the performance of any acts, matters or things done to carry out and give effect to the matters contemplated in the Extraordinary Resolution Amendment Documents or the Original Notice or this Extraordinary Resolution; and

(i) that the signing of the Extraordinary Resolution Amendment Documents shall be in all respects conditional on the requisite majority of the holders of each class of outstanding notes issued by each of Mound Financing (No.4) PLC and Mound Financing (No.5) PLC voting in favour of an extraordinary resolution which will be substantially similar to this Extraordinary Resolution and which will be proposed at separate meetings of such holders convened by those issuers on or around 27 June 2011 or at any adjournment thereof or, as applicable, the note trustee appointed by each of Mound Financing (No.4) PLC and Mound Financing (No.5) PLC determining in each case that the relevant modifications will not be materially prejudicial to the interests of the holders of such class of notes issued by the relevant issuer.

Capitalised terms in this Extraordinary Resolution shall, except where the context otherwise requires or save where otherwise defined herein, bear the meanings ascribed to them in the Notice of Adjourned Meeting dated 28 June 2011 convening this Adjourned Meeting."

GENERAL INFORMATION

PLEASE NOTE THAT ALTHOUGH THE SIXTH ISSUER NOTE TRUSTEE MAY HAVE CERTAIN DISCRETIONS UNDER THE SIXTH ISSUER TRUST DEED TO DETERMINE THAT ANY PROPOSED MODIFICATION(S) WILL NOT BE MATERIALLY PREJUDICIAL TO THE INTERESTS OF THE HOLDERS OF THE EXISTING NOTES, THERE IS NO OBLIGATION ON THE SIXTH ISSUER NOTE TRUSTEE TO EXERCISE ANY SUCH DISCRETION AND THE SIXTH ISSUER NOTE TRUSTEE MAY NOT EXERCISE ANY SUCH DISCRETION. EXISTING NOTEHOLDERS ARE THEREFORE URGED TO EXERCISE THEIR RIGHT TO VOTE.

The attention of Existing Noteholders is drawn, in particular, to the quorum required for the Adjourned Meeting and for any adjourned meeting which is set out in paragraphs (A) and (B) of "Voting and Quorum" below. Having regard to such requirements, Existing Noteholders are strongly urged either to attend the Adjourned Meeting or to take steps to be represented at the Adjourned Meeting, as referred to below, as soon as possible.

VOTING AND QUORUM

The following is a summary of the arrangements which have been made for the purpose of Existing Noteholders (in this section, referred to as the Noteholders) voting in respect of the Extraordinary Resolution to be proposed at the Adjourned Meeting as set out above in respect of their Existing Notes (in this section, referred to as the Notes). These arrangements satisfy the requirements of the provisions contained in the Sixth Issuer Trust Deed relating to the meetings of Noteholders convened for the purpose of passing Extraordinary Resolutions. Full details of these arrangements are set out in Schedule 3 (Provisions for Meetings of Sixth Issuer Noteholders) to the Sixth Issuer Trust Deed. The voting procedures for the Adjourned Meeting are described below.

Copies of the Sixth Issuer Trust Deed are available for inspection by the Noteholders during usual business hours at the specified offices of the Principal Paying Agent, on any weekday (public holidays excepted) and in the Data Room up to and including the date of the Adjourned Meeting and at the Adjourned Meeting.

All the Notes are represented by a global note and are held by a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, societe anonyme (Clearstream, Luxembourg) (together, the Clearing Systems).

Any Noteholder who wishes to vote in respect of the Extraordinary Resolution should: (i) in the case of a beneficial owner whose Notes are held in book-entry form by a custodian, request such beneficial owner's custodian to vote on the Extraordinary Resolution in accordance with the procedures set out below or (ii) in the case of a Noteholder whose Notes are held in book-entry form directly in the relevant Clearing System, vote on the Extraordinary Resolution in accordance with the procedures set out below.

Noteholders should note that the timings and procedures set out below reflect the requirements for Noteholder meetings set out in Schedule 3 (Provisions for meetings of Sixth Issuer Noteholders) to the Sixth Issuer Trust Deed, but that the Clearing Systems may have their own additional requirements as to timings and procedures for voting on the Extraordinary Resolution. Accordingly, Noteholders wishing to vote in respect of the Extraordinary Resolution are strongly urged either to contact their custodian (in the case of a beneficial owner whose Notes are held in book-entry form by a custodian) or the relevant Clearing System (in the case of a Noteholder whose Notes are held in book-entry form directly in the relevant Clearing System), as soon as possible.

(A) For Notes held through Euroclear or Clearstream, Luxembourg:

Each person who is the owner of a particular nominal amount of the Notes, as shown in the records of Euroclear, Clearstream, Luxembourg or their respective accountholders (an Accountholder) should note that they are not the legal holders of the Notes for the purposes of the Adjourned Meeting and will only be entitled to attend and vote at the Adjourned Meeting in accordance with the procedures set out below.

1. An Accountholder wishing to attend and vote at the Adjourned Meeting in person should contact the relevant Clearing System to make arrangements for the issue of a voting certificate in respect of the Notes in which they have an interest for the purpose of attending and voting at the Adjourned Meeting in person.

2. If an Accountholder wishes to obtain a voting certificate from the Principal Paying Agent, he must deposit or block his Note at least 48 hours before the time fixed for the Adjourned Meeting with or to the order of the Principal Paying Agent with a bank or other depository nominated by the Principal Paying Agent for the purpose.

3. If an Accountholder wishes the votes attributable to his Note to be included in a block voting instruction, (a) he must make arrangements for the votes relating to such Notes to be included in a block voting instruction with the relevant Clearing System in time for the relevant Clearing System to arrange for the Tabulation Agent to be appointed as a proxy (proxy) not later than 48 hours before the time fixed for the Adjourned Meeting; (b) he must deposit or block his Note at least 48 hours before the time fixed for the Adjourned Meeting with or to the order of the Principal Paying Agent with a bank or other depository nominated by the Principal Paying Agent for the purpose; and (c) he or a duly authorised person on his behalf must direct the Tabulation Agent how those votes are to be cast.

4. Each block voting instruction shall be deposited at such place as the Sixth Issuer Note Trustee shall approve at least 24 hours before the time appointed for holding the Adjourned Meeting and in default the block voting instruction shall not be treated as valid unless the chairman of the Meeting decides otherwise before the Adjourned Meeting proceeds to business. A copy of each block voting instruction shall be deposited with the Sixth Issuer Note Trustee before the commencement of the Adjourned Meeting but the Sixth Issuer Note Trustee shall not be obliged to investigate or be concerned with the validity or the authority of the proxy appointed in any such block voting instruction.

5. An Accountholder whose Note(s) are held at the relevant Clearing System who wishes to obtain a voting certificate or give a voting instruction instructing the Principal Paying Agent in respect of such Note(s) to appoint a proxy to attend and vote at the Adjourned Meeting on his behalf should not less than 48 hours before the time appointed for the holding of the Adjourned Meeting and within the relevant time limit specified by the relevant Clearing System, request the relevant Clearing System to block his Note(s) in his own account and hold the same to the order or under the control of the Principal Paying Agent in respect of such Note(s).

An Accountholder whose Note(s) have been so blocked will thus be able to obtain a voting certificate from, or procure that a voting instruction is given in accordance with the procedures of, Euroclear and/or Clearstream, Luxembourg, to the Principal Paying Agent. Notes so blocked will be released in accordance with the procedures of Euroclear and/or Clearstream, Luxembourg, as the case may be.

(B) General provisions relating to the Adjourned Meeting:

1. You may vote on the proposed Extraordinary Resolution by either requesting a voting certificate in the manner described above which will allow you to attend and vote at the Adjourned Meeting as the bearer of a voting certificate or arranging to deliver voting instructions through the Clearing Systems or a form of proxy with respect to your Notes.

2. The quorum for the Adjourned Meeting shall be one or more persons present holding Notes or voting certificates or being proxies or representatives and holding or representing whatever aggregate Principal Amount Outstanding of the Notes of the relevant Class so held or represented.

3. If a quorum is not present within 15 minutes (or such longer period not exceeding 30 minutes as the chairman may decide) from the time appointed for the Adjourned Meeting, the Adjourned Meeting may be adjourned in accordance with the provisions of the Sixth Issuer Trust Deed. If such an adjourned meeting is called, the quorum shall be one or more persons present holding Notes or voting certificates or being proxies or representing Noteholders, whatever the aggregate Principal Amount Outstanding of the Notes then outstanding so held or represented. Noteholders should note that voting certificates obtained and proxies or representatives appointed in respect of an adjourned meeting shall remain valid for the subsequent adjourned Meeting unless validly revoked.

4. Each question submitted to the Adjourned Meeting shall be decided in the first instance by a show of hands unless a poll is (before, or on the declaration of, the result of the show of hands) demanded by the chairman of the Adjourned Meeting, the Sixth Issuer, the Sixth Issuer Note Trustee or any person voting at the Adjourned Meeting.

5. On a show of hands every person who is present in person and who is a holder of Notes or who produces a voting certificate or who is a proxy or representative shall have one vote. On a poll every person who is so present shall have one vote in respect of each GBP1 in principal amount of the Notes represented by the voting certificate so produced or in respect of which he is a proxy or representative or in respect of which he is the holder. Without prejudice to the obligations of proxies named in any block voting instruction or form of proxy, any person entitled to more than one vote need not use all his votes or cast all his votes in the same way. In a case of equality of votes, the chairman of the Adjourned Meeting shall, both on a show of hands and on a poll, have a casting vote in addition to the vote or votes (if any) which he may have as a Noteholder or as a holder of a voting certificate or as a proxy or as a representative.

6. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the persons voting at the Adjourned Meeting upon a show of hands or, if a poll is duly demanded, by a majority consisting of not less than three-fourths of the votes cast on such poll.

If passed, the Extraordinary Resolution will be binding on all the Noteholders, whether or not present at such Meeting and whether or not voting.

CONTACT INFORMATION

Further information relating to the Proposed Amendments can be obtained from Lloyds Bank Corporate Markets directly:

Lloyds Bank Corporate Markets 10 Gresham Street London EC2V 7AE

Telephone number: Bob Paterson: [phone]

Eliz Safa: [phone]

Email: [e-mail]

The address of the Sixth Issuer, the Principal Paying Agent, the Tabulation Agent and the Sixth Issuer Note Trustee are set out below:

 
 Sixth Issuer                         Principal Paying Agent 
 Mound Financing (No.6) PLC           The Bank of New York Mellon One Canada 
  c/o Wilmington Trust SP Services    Square London E14 5AL Fax: +44(0) 20 
  (London) Limited                    7964 2533 Attention: Charles Leahy 
  Third Floor, 1 King's Arms Yard     Email: 
  London EC2R 7AF                     bnym.structured.finance.team.2@bnymellon 
                                      .com 
 Tabulation Agent                     Sixth Issuer Note Trustee 
 Lucid Issuer Services Limited        BNY Mellon Corporate Trustee Services 
  Leroy House                          Limited 
  436 Essex Road                       One Canada Square 
  London N1 3QP                        London E14 5AL 
  Telephone number: [phone] 
  0880 
  Email: [e-mail] 
 
 
 

Participants in Euroclear or Clearstream, Luxembourg who wish to obtain further information on how to vote at the Adjourned Meeting should contact:

Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP

Telephone number: [phone] Email: [e-mail]

ANNOUNCEMENTS

If the Sixth Issuer is required to make an announcement relating to matters set out in the Notice of Adjourned Meeting, any such announcement will be made in accordance with all applicable rules and regulations via (i) notices to the Clearing Systems for communication to Existing Noteholders, (ii) an RNS announcement and/or (iii) a notice published on Bloomberg.

Mound Financing (No.6) PLC

Dated: 28 June, 2011

This information is provided by RNS

The company news service from the London Stock Exchange

END

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