Notice of Bondholder Meeting (2520I)

TIDM61RH

RNS Number : 2520I

Notting Hill Housing Trust

10 June 2011

NOTTING HILL HOUSING TRUST

(the Issuer)

NOTICE OF A MEETING

of the holders of those of the

GBP180,000,000 5.25 per cent. Secured Bonds due 2042

(ISIN: XS0523335395)

of the Issuer presently outstanding (the Bondholders and the Bonds respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Bondholders convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD on Monday, 4 July, 2011 at 10.00 a.m. (London time) for the purpose of considering and, if thought fit, passing the following Resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed dated 7 July, 2010 (the Trust Deed) made between the Issuer and Prudential Trustee Company Limited (the Trustee) as trustee for the Bondholders and constituting and securing the Bonds.

Capitalised terms used in this Notice which are not defined herein shall have the meanings given to them in the Trust Deed.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders of the GBP180,000,000 5.25 per cent. Secured Bonds due 2042 of Notting Hill Housing Trust presently outstanding (the Bonds and the Issuer respectively) constituted by the Trust Deed dated 7 July, 2010 (the Trust Deed) made between the Issuer and Prudential Trustee Company Limited (the Trustee) as trustee for the holders of the Bonds (the Bondholders) hereby:

1. approves and assents to the modification of the specified denominations of the Bonds from "GBP50,000 and integral multiples of GBP1,000 in excess thereof up to and including GBP99,000" to "GBP100,000 and integral multiples of GBP1,000 in excess thereof up to and including GBP199,000";

2. approves and assents to the amendments to the Trust Deed and the Conditions of the Bonds required to implement the modification set out in paragraph 1 above and any consequential amendments to any other documentation, including:

(i) the modification of the Terms and Conditions of the Bonds (as set out in Part 2 of Schedule 2 to the Trust Deed) by the deletion of the first paragraph of Condition 2 and the insertion in its place of the following new paragraph:

"The Bonds are in bearer form, serially numbered, in the denominations of GBP100,000 and integral multiples of GBP1,000 in excess thereof up to and including GBP199,000, with Coupons and Talons attached on issue. No Bonds will be issued with a denomination above GBP199,000."; and

(ii) the modification of the Trust Deed by the deletion of Clause 3.5 and the insertion in its place of the following new clause:

"The Definitive Bonds and the Coupons shall be in the respective forms or substantially in the respective forms set out in Schedule 2 and the Definitive Bonds shall be issued in the denominations of GBP100,000 and integral multiples of GBP1,000 in excess thereof up to and including GBP199,000 and shall be endorsed with the Conditions. Title to the Definitive Bonds and the Coupons shall pass by delivery.";

3. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraphs 1 and 2 of this Resolution and their implementation;

4. authorises, directs, requests and empowers the Trustee to concur in the modifications referred to in paragraphs 1 and 2 of this Resolution and, in order to give effect thereto and to implement the same, forthwith to execute a Supplemental Trust Deed in the form of the draft produced to this Meeting and for the purpose of identification signed by the Chairman thereof with such amendments (if any) thereto as the Trustee shall require and to concur in, and to 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 Resolution and the implementation of the modifications referred to in paragraphs 1 and 2 of this Resolution; and

5. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Bonds in respect of any act or omission in connection with the modifications referred to in paragraphs 1 and 2 of this Resolution, their implementation or this Resolution."

The Issuer considers that the proposed modifications contained in the Extraordinary Resolution set out above are fair and reasonable in the circumstances and, accordingly, the Issuer recommends all Bondholders to vote in favour of the Extraordinary Resolution.

The attention of Bondholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 2 of Voting and Quorum below.

Copies of the Trust Deed (including the Terms and Conditions of the Bonds) and the draft Supplemental Trust Deed referred to in the Extraordinary Resolution set out above and of certain other relevant documents will be available for inspection by Bondholders at the specified office of the Principal Paying Agent as set out below.

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the proposed modifications as described in the Extraordinary Resolution above (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the Extraordinary Resolution above being submitted to the Bondholders for their consideration. The Trustee has, however, not been involved in formulating the proposed modifications and makes no representation that all relevant information has been disclosed to Bondholders in this Notice or otherwise. Accordingly, the Trustee urges Bondholders who are in any doubt as to the impact of the implementation of the proposed modifications to seek their own independent legal and/or financial advice.

VOTING AND QUORUM

1. The provisions governing the convening and holding of a Meeting are set out in Schedule 3 to the Trust Deed, a copy of which is available for inspection by the Bondholders during normal business hours at the specified office of the Paying Agent set out below.

All of the Bonds are represented by a global bond held by a common depositary for Clearstream Banking, societe anonyme (Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear). For the purposes of the Meeting, a Bondholder shall mean each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of the Bonds.

A Bondholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent relating to the Bond(s) in respect of which he wishes to vote.

A Bondholder not wishing to attend and vote at the Meeting in person may deliver his valid voting certificate(s) to the person whom he wishes to attend on his behalf or give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear) instructing a Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions.

A Bondholder who wishes to obtain a voting certificate or give voting instructions in respect of his Bond(s) must first request the relevant clearing system to block the Bonds in his own account and to hold the same to the order or under the control of a Paying Agent not later than 48 Hours (as defined in the Trust Deed) before the time appointed for holding the Meeting.

Bonds so blocked will not be released until the earlier of:

(a) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(b) (i) in respect of (a) voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and the notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 Hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Bondholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Issuer at least 24 hours before the time appointed for holding the Meeting and such Bonds ceasing in accordance with the procedures of the relevant clearing system and with the agreement of such Paying Agent to be held to its order or under its control.

2. The quorum required at the Meeting is one or more persons present and holding or representing in the aggregate more than 50 per cent. in principal amount of the Bonds for the time being outstanding. If a quorum is not present at the Meeting, the Meeting will be adjourned and the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Bondholders). The quorum at such an adjourned Meeting will be one or more persons present (whatever the principal amount of the Bonds so held or represented by them).

3. Every question submitted to the Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Meeting or by the Issuer, the Trustee or by any person present holding a voting certificate or being a proxy (whatever the principal amount of Bonds so held or represented by him). On a show of hands every person who is present in person and produces a voting certificate or is a proxy 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 Bonds so represented by the voting certificate so produced or in respect of which he is a proxy.

4. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than 75 per cent. of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Bondholders and the Couponholders, whether or not present at the Meeting and whether or not voting.

RATIONALE

The Bonds were issued on 7 July 2010 with denominations of GBP50,000 plus integral multiples of GBP1,000 in excess thereof. The denomination of the Bonds is such that the Issuer currently benefits from the various wholesale debt exemptions in the Prospectus Directive (Directive 2003/71/EC) and the Transparency Directive (Directive 2004/109/EC).

Pursuant to the Amending Directive (Directive 2010/73/EU) of 24 November 2010, various amendments have been made to the Prospectus Directive and the Transparency Directive, including the increase in the wholesale debt threshold from EUR50,000 (or equivalent in other currencies) to EUR100,000 (or equivalent in other currencies).

The Issuer will continue to have the benefit of the various wholesale debt exemptions once the provisions of the Amending Directive are implemented into English law, unless it issues further bonds with a minimum denomination of less than EUR100,000 (or equivalent in other currencies).

At the time of issue of the Bonds, the Issuer expressed its intention to investors to issue further Bonds as and when further funding was required. To enable the Issuer to do this, without losing the benefit of such wholesale debt exemptions, the Issuer would like to increase the denomination of the Bonds to GBP100,000 plus integral multiples of GBP1,000 in excess thereof.

EARLY VOTING FEE

The Issuer will pay to each Bondholder from whom a valid electronic voting instruction (delivered by a Direct Participant through the relevant Clearing System to the Tabulation Agent, instructing the Tabulation Agent that the vote(s) attributable to the Bonds the subject of such electronic voting instruction should be cast in a particular way in relation to the relevant Extraordinary Resolution, which instruction shall form part of a block voting instruction to be issued by the Principal Paying Agent in relation to the Meeting) (an Electronic Voting Instruction) is received by the Tabulation Agent before 5:00 p.m. on Friday, 24 June 2011 (or such later date as the Issuer may in its discretion agree) (the Early Instruction Deadline), and not revoked, an amount equal to GBP0.50 for each GBP1,000 in principal amount of the Bonds (the Early Voting Fee) the subject of such Electronic Voting Instruction, subject to the passing of the Extraordinary Resolution.

Where payable, the Issuer will pay the Early Voting Fee for any received (and not revoked) Electronic Voting Instructions on the second Business Day following the date on which the Extraordinary Resolution is passed which, if the Extraordinary Resolution is passed on 4 July, 2011, will be 6 July, 2011. The Early Voting Fee will be payable whether the Electronic Voting Instruction is an instruction to vote for or against the Extraordinary Resolution. However, to be eligible for the Early Voting Fee, such Electronic Voting Instruction shall be irrevocable from the Early Instruction Deadline, including for any adjourned Meeting.

TABULATION AGENT

The Bank of New York Mellon, London Branch

One Canada Square

London E14 5AL

e-mail address: [e-mail]

facsimile number: [phone]

PRINCIPAL PAYING AGENT

The Bank of New York Mellon

One Canada Square

London E14 5AL

TRUSTEE

Prudential Trustee Company Limited

Laurence Pountney Hill

London EC4R 0HH

This Notice is given by:

NOTTING HILL HOUSING TRUST

1 Butterwick

Metro Building

Hammersmith

London W6 8DL

Dated 10 June, 2011

Contact Information

Requests for information in relation to the Proposal or the Offer should be directed to: The Solicitation Agent:

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

Attention: Liability Management Group

Telephone: [phone]

E-mail: [e-mail]

Requests for information in relation to the procedures for tendering Bonds in the Offer and the submission of an Electronic Tender or an Electronic Voting Instruction should be directed to:

The Tabulation Agent:

 
   The Bank of New York Mellon, London 
                  Branch 
                40th Floor 
             One Canada Square 
              London E14 5AL 
      Telephone: [phone] 
  E-mail: [e-mail] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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