Statement re Notice to Noteholders

 
TIDM36AV 
 
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. 
IF 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. 
 
                    IMPORTANT NOTICE TO THE HOLDERS OF THE 
 
      * EUR153,000,000 Class A1a Mortgage Backed Floating Rate Notes due 2025 
 
    * (Rule 144A Common Code: 021300527 144A ISIN: US84359WAA80 Reg S Common 
                     Code: 021269069 Reg S ISIN: XS0212690696) 
 
      * GBP160,850,000 Class A1c Mortgage Backed Floating Rate Notes due 2025 
 
  * (Rule 144A Common Code: 021300535 Rule 144A ISIN: US84359WAB63 Reg S Common 
                     Code: 021269085 Reg S ISIN: XS0212690852) 
 
      * EUR153,000,000 Class A2a Mortgage Backed Floating Rate Notes due 2043 
 
  * (Rule 144A Common Code: 021300543 Rule 144A ISIN: US84359WAC47 Reg S Common 
                     Code: 021269115 Reg S ISIN: XS0212691157) 
 
  * GBP230,850,000 Class A2c Mortgage Backed Floating Rate Notes due 2043 (Reg S 
       Common Code: 021269131 Reg S ISIN: XS0212691314) (with Detachable A2c 
               Coupons (Common Code: 021269140 ISIN: XS0212691405)) 
 
                             * (the "Class A Notes") 
 
      * GBP45,500,000 Class B1c Mortgage Backed Floating Rate Notes due 2043 
 
  * (Rule 144A Common Code: 021300560 rule 144A ISIN: US84359WAE03 Reg S Common 
                     Code: 021269166 Reg S ISIN:XS0212691660) 
 
                             * (the "Class B Notes") 
 
      * GBP26,250,000 Class C1c Mortgage Backed Floating Rate Notes due 2043 
 
  * (Rule 144A Common Code: 021300578 Rule 144A ISIN: US84359WAF77 Reg S Common 
                     Code: 021269174 Reg S ISIN: XS0212691744) 
 
                             * (the "Class C Notes") 
 
      * GBP22,750,000 Class D1c Mortgage Backed Floating Rate Notes due 2043 
 
  * (Rule 144A Common Code: 021300586 Rule 144A ISIN: US84359WAG50 Reg S Common 
                     Code: 021269212 Reg S ISIN: XS0212692122) 
 
                             * (the "Class D Notes") 
 
                                      * and 
 
      the GBP3,500,000 Class E Mortgage Backed Floating Rate Notes due 2043 
 
            (Reg S Common Code: 021269247 Reg S ISIN: XS0212692478) 
 
                             (the "Class E Notes") 
 
                                   issued by 
 
                     Southern Pacific Securities 05-1 PLC 
 
                                (the "Issuer") 
 
                         on or about 15 February 2005 
 
The Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E 
Notes are together referred to as the "Notes". 
 
Capitalised terms used but not otherwise defined in this notice shall have the 
meanings ascribed to them in the Terms and Conditions of the Notes set out in 
the trust deed dated 23 February 2005 and entered into between the Issuer and 
Capita IRG Trustees Limited (the "Trustee"). 
 
We refer to the filed unliquidated claim in the United States Bankruptcy Court 
in relation to the Lehman Brothers bankruptcy which has since been classed as 
an allowed claim in the amount of USD86,513.76 (the "Claim") against each of: 
 
1. Lehman Brothers Special Financing Inc. ("LBSF") arising from the amounts due 
following the designation of an Early Termination Date of 18 February 2009 in 
respect of the terminated Transactions under the 1992 ISDA Master Agreement 
dated 23 February 2005 between LBSF and the Issuer, as amended, restated or 
modified from time to time (the "Swap Agreement"); and 
 
2. Lehman Brothers Holdings Inc. ("LBHI") arising from a guarantee (the " 
Guarantee") given by LBHI, unconditionally guaranteeing the obligations of LBSF 
in connection with the Swap Agreement, 
 
on 18 September 2009. 
 
LBHI and its affiliated debtors (collectively, the "Debtors") are currently 
seeking confirmation of the Third Amended Joint Chapter 11 Plan of Lehman 
Brothers Holdings Inc. and Its Affiliated Debtors Pursuant to Section 1125 of 
the Bankruptcy Code dated August 31 2011 [ECF No. 19629] (the "Plan"). The 
Issuer has been given the following creditor classifications under the Plan in 
connection with the Claims: 
 
1. LBHI Class 9A (Third-Party Guarantee Claims other than of the Racers 
Trusts); and 
 
2. LBSF Class 4A (General Unsecured Claims other than those of the Racers 
Trusts). 
 
On 1 September 2011, the United States Bankruptcy Court (the "Bankruptcy Court 
") entered an order (the "Order") approving (a) the Debtors' disclosure 
statement in respect of the Plan (the "Disclosure Statement") and (b) the 
related Plan solicitation, voting and confirmation procedures. The Order set 
the following deadlines, amongst others: 
 
1. The Debtors were required to assemble and transmit solicitation packages 
(including a confirmation hearing notice, ballots, the Disclosure Statement and 
Plan) to each member of a voting class by 23 September 2011, or as soon 
thereafter as reasonably practicable, but no later than 30 September 2011. 
 
2. The deadline for both filing objections to the confirmation of the Plan and 
voting to either accept or reject the Plan is 4 November 2011. 
 
The full text of the Order together with the Disclosure Statement and Plan can 
be found on the Debtors' claims agent's website at the following address: 
 
http://chapter11.epiqsystems.com/LBH/Project/default.aspx 
 
The Issuer, in its capacities as both an LBHI Class 9A creditor and an LBSF 
Class 4A creditor, is entitled to take one of five different courses of action: 
 
1) vote to accept the Plan; 
 
2) vote to reject the Plan; 
 
3) abstain from voting; 
 
4) elect to have the Claim treated as Convenience Claim; or 
 
5) file objections to the confirmation of the Plan. 
 
As Noteholders are aware, the scope of any Extraordinary Resolution which may 
be proposed for their consideration is significantly limited by the fact that 
it is not possible to propose an Extraordinary Resolution which permits 
Noteholders to express a preference for one of five possible options. 
 
Furthermore, paragraph 3 of Schedule 3 to the Trust Deed (Provisions for 
Meetings of Noteholders), requires that at least 21 days' prior notice 
(exclusive of the day on which the notice is given and the day on which the 
meeting is to be held) is to be given by the Issuer in order to convene a 
meeting of Noteholders. The voting deadline set in the Order does not therefore 
permit sufficient time for a meeting of Noteholders to be convened. 
 
As a consequence, and absent a clear and timely objection to the contrary from 
the holders of the Class A Noteholders, the Issuer shall abstain from voting on 
the Plan. 
 
Queries may be addressed to the Issuer as follows: 
 
Southern Pacific Securities 05-1 PLC 
 
Capita Trust Company Limited 
4th Floor 
 
40 Dukes Place 
London 
 
EC3A 7NH 
 
Attention:  The Directors 
 
Telephone:  [phone] 
 
Fax:  [phone] 
 
e-mail:  [e-mail] 
 
Ref: Southern Pacific Securities 05-1 PLC 
 
This Notice is given by the Issuer. 
 
4 November 2011 
 
 
 
 
 
 
 
END