Noteholders Conference Call

 

TIDM35PS 
 
RNS Number : 6189N 
Premiertel plc 
19 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". 
Capitalised terms used but not otherwise defined in this notice shall have the 
meanings ascribed to them in the Terms and Conditions of the Bonds set out in 
the Trust Deed (the "Trust Deed") dated 25 November 2003 and entered into 
between the Issuer and LaSalle Global Trust Services Limited (formerly ABN AMRO 
Trustees Limited) as trustee (the "Trustee"). 
We refer to the notice to Bondholders issued by the Issuer and the Trustee on 6 
February 2009 (the "Conference Call Notice") and confirm that an informal 
conference call was held by the Issuer on Wednesday 18 February 2009 at 3 p.m. 
(London time) (the "Conference Call") with the Bondholders who had responded to 
the Conference Call Notice in the manners described therein. 
 
 
During the course of the Conference Call, the Issuer provided informational 
updates to the Bondholders on the Conference Call in respect of the following: 
 
 
Notices 
 
 
The Issuer informed Bondholders that the following notices were sent to 
Bondholders: 
(i) a notice dated 4 February 2009, informing Bondholders of the downgrading of 
the Liquidity Facility Provider and the RBS Proposals; 
(ii) a notice dated 6 February 2009, informing, and inviting Bondholders to 
participate in today's informal Bondholders' information conference call to 
canvass Bondholders' views on the RBS Proposals; and 
(iii) a notice dated 17 February 2009, informing the Bondholders of Fitch's 
statement of rating confirmation policy dated 29 January 2009. 
 
 
The Issuer assumed that all Bondholders had received these notices and were 
familiar with their contents. 
Downgrading of the Liquidity Facility Provider 
The Issuer informed Bondholders that ABN AMRO Bank N.V. acts as liquidity 
facility provider (the "Liquidity Facility Provider"), pursuant to a liquidity 
facility agreement dated 25 November 2003 between the Issuer, the Trustee and 
the Liquidity Facility Provider (the "Liquidity Facility Agreement"). The 
Liquidity Facility Provider was downgraded to "A-1" by Standard & Poor's ("S&P") 
on 19 December 2008 (the "ABN Downgrade"). The Issuer became aware of the ABN 
Downgrade on 12 January 2009. 
The ABN Downgrade constituted a "Liquidity Event" under the terms of the 
Liquidity Facility Agreement. Following the occurence of a Liquidity Event the 
Issuer may, subject to the terms of the Liquidity Facility Agreement, request 
that the Liquidity Facility Provider advance a Standby Drawing equal to the 
undrawn portion of the Liquidity Facility Commitment (being GBP16 million). In 
response to the occurrence of this Liquidity Event on 19 December 2008, the 
Issuer served a request on the Liquidity Facility Provider for a Standby Drawing 
in accordance with clause 5.2 of the Liquidity Facility Agreement on 30 January 
2009. The funds were credited to the Issuer's account with the Account Bank on 2 
February 2009. 
A margin of LIBOR plus 1.25 per cent per annum is payable on the Standby 
Drawing. This compares with a commitment fee of 20 basis points per annum on the 
undrawn commitment. 
The RBS Proposal 
The Issuer informed Bondholders that The Royal Bank of Scotland Plc ("RBS"), of 
which ABN AMRO Bank N.V. is a subsidiary, has in a letter to S&P dated 12 
January 2009 stated that "although its rating is now lower than required under 
the transaction documents, its rating is still consistent with what is required 
to support notes with a "AAA" rating." Accordingly, RBS has proposed that: 
(i) the S&P portion of the definition of "Requisite Rating" in the Liquidity 
Facility Agreement be amended to "A-1" by S&P; and 
(ii) the Liquidity Facility Provider continues to perform its current role, 
together, the "RBS Proposals". 
    On 10 February 2009, the Issuer wrote to S&P and Fitch to seek their 
confirmation that the implementation of the RBS Proposals outlined above would 
not cause them to downgrade the Bonds. 
    S&P are in the process of reviewing the documents and have told the Issuer 
that they will revert to it in due course. 
Fitch referred the Issuer to its statement of rating confirmation policy dated 
29 January 2009, the text of which was reproduced in a notice to Bondholders 
dated 17 February 2009. 
Next Steps 
The Issuer informed Bondholders that neither the Issuer nor the Trustee 
expresses any opinion as to the merits of the RBS Proposals and the Issuer is 
therefore seeking the views of the Bondholders. The Trustee had informed the 
Issuer that it had no objection to the discussion of the RBS Proposals on the 
Conference Call and advised Bondholders who are in any doubt as to the impact of 
the RBS Proposals, were the same to be implemented, to seek their own 
independent financial advice. 
The Issuer informed the Bondholders that RBS was keen to join the 
Conference Call and that if Bondholders had no objection to RBS joining the 
Conference Call, RBS would be allowed to join in. No objections were raised and 
accordingly, RBS joined the Conference Call. RBS stated that it had put the RBS 
Proposals to the Trustee only, asking the Trustee to exercise its discretion to 
amend the documents and had not intended the RBS Proposals to be put to 
Bondholders in a Bondholders' meeting. 
Further Information 
The Issuer indicated that it would revert to the Bondholders on the interest 
that is being generated by the Standby Drawing in the Account Bank. The interest 
that the Standby Drawing is currently earning is SONIA less 0.5 per cent.. 
Transcripts of the Conference Call will be available to Bondholders upon request 
in due course. 
Queries may be addressed to the Issuer as follows: 
Premiertel plc 
c/o Structured Finance Management Limited 
35 Great St Helen's 
London EC3A 6AP 
Attention:     The Directors 
Telephone:    [phone] 
Fax:    [phone] 
e-mail:    [e-mail] 
Ref:Premiertel plc 
Queries may also be addressed to the Trustee as follows: 
LaSalle Global Trust Services Limited 
5 Canada Square 
London 
E14 5AQ 
Attention:Premiertel plc 
Telephone:[phone] 
Fax:[phone] 
e-mail:[e-mail] 
Ref:Premiertel plc 
 
 
This Notice is given by the Issuer. 
19 February 2009 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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