21st Dec 2009 14:25
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
€153,000,000 Class A1a Mortgage Backed Floating Rate Notes due 2025
(ISIN: XS0212690696, US84359WAA80)
£160,850,000 Class A1c Mortgage Backed Floating Rate Notes due 2025
(ISIN: XS0212690852, US84359WAB63)
€153,000,000 Class A2a Mortgage Backed Floating Rate Notes due 2043
(ISIN: XS0212691157, US84359WAC47)
£230,850,000 Class A2c Mortgage Backed Floating Rate Notes due 2043 (with Detachable A2c Coupons)
(ISIN: XS0212691314, XS0212691405)
£45,500,000 Class B1c Mortgage Backed Floating Rate Notes due 2043
(ISIN: XS0212691660, US84359WAE03)
£26,250,000 Class C1c Mortgage Backed Floating Rate Notes due 2043
(ISIN: XS0212691744, US84359WAF77)
£22,750,000 Class D1c Mortgage Backed Floating Rate Notes due 2043
(ISIN: XS0212692122, US84359WAG50)
and
the £3,500,000 Class E Mortgage Backed Floating Rate Notes due 2043
(ISIN: XS0212692478)
are together referred to as the "Notes".
issued by
SOUTHERN PACIFIC SECURITIES 05-1 PLC
(the "Issuer")
on or about 15 February 2005
We refer to:
(a) the Mortgage Administration Agreement (the "Mortgage Administration Agreement") dated 23 February 2005 between, among others, Southern Pacific Mortgage Limited (whose role has been transferred to Capstone Mortgage Services Limited) (the "Mortgage Administrator"), Capita IRG Trustees Limited (the "Trustee") and the Issuer; and
(b) the Bank Agreement (the "Bank Agreement") dated 23 February 2005 between, among others, Southern Pacific Mortgage Limited (whose role has been transferred to Capstone Mortgage Services Limited) (the "Cash/Bond Administrator"), Capita IRG Trustees Limited (the "Trustee") and the Issuer.
Southern Pacific Personal Loans Limited ("SPPL") is an originator and current holder of the legal title to the Mortgages. The SPPL re SPS 05-1 Trust Collection Account (the "Collection Account") held by Barclays into which repayment amounts are paid by Borrowers is also in the name of SPPL.
The Issuer has been informed that SPPL has no directors and may be made insolvent imminently. In any case, the Issuer notes that a lack of directors may be considered evidence of the imminent insolvency of SPPL.
The imminent insolvency of SPPL will have various implications, such implications including but not limited to, issues relating to the holding of title to the Mortgages relating to each Loan comprised in the Mortgage Pool and the Collection Account.
Capitalised terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Mortgage Administration Agreement and the Bank Agreement.
Clause 15.1(b) of the Mortgage Administration Agreement provides that the Mortgage Administrator shall, if requested by the Issuer (with the consent of the Trustee) or the Trustee, deliver to the Issuer (with the consent of the Trustee) or the Trustee, as the case may require, all Property Deeds and up-to-date schedules for attachment to the Transfers and give formal notice of a legal assignment as the case may require of each Mortgage relating to each Loan comprised in the Mortgage Pool and of such charge and guarantee to the relevant Borrowers, insurers and other persons all in such form or forms as may be required by the Issuer (with the consent of the Trustee) or the Trustee (the "Mortgage Administrator Actions") if the Trustee considers that the Charged Property or any part of it is in jeopardy (including due to the possible insolvency of a SPML or SPPL) where legal title to any Mortgage is vested in SPML or SPPL, as the case may be.
The Trustee has given its consent to the Issuer for the Issuer to request the Mortgage Administrator to perform the Mortgage Administrator Actions and once all the necessary arrangements have been made, including the transfer of the Collection Account into the name of the Issuer, the Issuer will instruct the Mortgage Administrator to perform the Mortgage Administrator Actions accordingly.
Clause 9.2 of the Bank Agreement provides that Barclays (with the consent of SPML and SPPL) agrees upon receipt of notice by the Trustee to the effect that SPML or SPPL has become insolvent, to comply with any direction of the Trustee expressed to be given by the Trustee pursuant to the Trust Deed to the extent amounts standing to the credit of the Collection Account are attributable to the Loans.
Due to the imminent insolvency of SPPL, the Trustee has directed Barclays to accept instructions from the Cash/Bond Administrator in relation to the Collection Account. Once all the necessary arrangements have been made the Issuer, the Cash/Bond Administrator, Barclays and the Trustee will work together to arrange the transfer of the Collection Account from SPPL to the Issuer.
Queries may be addressed to the Issuer as follows:
SOUTHERN PACIFIC SECURITIES 05-1 PLC
c/o Capita Trust Company Limited
7th Floor, Phoenix House
18 King William Street
London EC4N 7HE
Attention: Emma Hamley
Telephone: +44 (0) 20 7800 4122
Fax: +44 (0) 20 7648 7499
e-mail: [email protected]
Ref: SPS 05-1 PLC
This Notice is given by the Issuer.
15 December 2009
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