Gemini(Eclipse 06-3) IRSH Notice

  Gemini(Eclipse 06-3) (IRSH) - Notice

RNS Number : 5176I
Gemini (Eclipse 2006 - 3) plc
25 July 2012
 

       THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

THIS NOTICE  CONTAINS  IMPORTANT INFORMATION  OF  INTEREST TO  THE  BENEFICIAL 
OWNERS OF THE NOTES.   IF APPLICABLE, ALL  DEPOSITARIES, CUSTODIANS AND  OTHER 
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH
BENEFICIAL OWNERS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are  recommended 
to seek  your own  financial,  legal or  other  advice immediately  from  your 
stockbroker,  bank  manager,  solicitor,  accountant  or  other  appropriately 
authorised independent financial adviser.

If you have recently sold or  otherwise transferred your entire holding(s)  of 
the 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.

                         GEMINI (ECLIPSE 2006-3) PLC

   a public limited company incorporated in England and Wales with company
                         registration number 5960771

                                (the "Issuer")

                                    NOTICE

                      to the holders of the outstanding

 £615,000,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2019

                              ISIN: XS0273576107

 £30,000,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2019

                              ISIN: XS0273576289

 £110,000,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2019

                              ISIN: XS0273576446

 £88,000,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2019

                              ISIN: XS0273576792

 £75,862,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2019

                              ISIN: XS0273576958

                   (collectively referred to as the "Notes")

                                       

Words and expressions used  in this notice and  not defined herein shall  have 
the meaning given to them in the Master Definitions Schedule dated 14 November
2006, signed for identification by, amongst others, the Issuer and BNY  Mellon 
Corporate Trustee Services  Limited (formerly BNY  Corporate Trustee  Services 
Limited).

NOTICE IS HEREBY GIVEN to the holders of the Notes:

Danske Bank A/S, London Branch (the Liquidity Facility Provider) informed  the 
Issuer and The Bank of New York Mellon (the Cash Manager) in letters dated  28 
May 2012 (the Liquidity  Facility Increased Costs  Letters) that, among  other 
things:

  (a)      the regulatory capital costs  of the Liquidity Facility  Provider 
  in  respect   of  the   Liquidity  Facility   Commitment  have   increased 
  substantially (the "Liquidity Facility Increased Costs");

  (b)      the  Liquidity  Facility  Increased Costs  result  from  (i)  the 
  application of  the  Basel  II  framework as  implemented  in  Denmark  in 
  December 2007 pursuant to "Bekendtgørelse om kapitaldækning" (known as the
  "Executive Order  of  Capital  Adequacy") issued  by  Finanstilsynet,  the 
  Danish financial services regulator and (ii) the withdrawal by Moody's  of 
  its rating of the Liquidity Facility;

  (c)      the  Liquidity  Facility  Provider is  entitled  to  reclaim  the 
  Liquidity Facility Increased Costs pursuant to clause 14 of the  Liquidity 
  Facility Agreement;

  (d)      the amount of Liquidity Facility Increased Costs payable for  the 
  period from 25 April 2012 to 27 July 2012 is £1,914,739.73; and

  (e)      (following advice to the Liquidity Facility Provider from Leading
  Counsel) to the extent Adjusted Available Issuer Income would otherwise be
  insufficient to pay the Liquidity Facility Increased Costs in full on  the 
  Interest Payment Date falling on 25 July 2012, the Cash Manager is obliged
  to make  an Expenses  Drawing  under clause  9.3  of the  Cash  Management 
  Agreement and clause 6.1(d)  of the Liquidity  Facility Agreement to  fund 
  the full payment of the accrued Liquidity Facility Increased Costs on such
  Interest Payment Date.

The Liquidity Facility Provider has claimed Liquidity Facility Increased Costs
pursuant to clause 14 of the Liquidity Facility Agreement on previous Interest
Payment Dates.  In  the case of  all previous payments  of Liquidity  Facility 
Increased Costs  such  Liquidity Facility  Increased  Costs did  not  comprise 
Liquidity Subordinated Amounts as they did  not exceed an amount of 0.125  per 
cent. per annum of the commitment under the Liquidity Facility Agreement  and, 
accordingly, were paid in full under item (e) of  the Pre-Acceleration Revenue
Priority of Payments.

In relation to the claim for Liquidity Facility Increased Costs set out in the
Liquidity Facility Increased Costs  Letters, the Issuer  and the Cash  Manager 
have been advised by Leading and Junior Counsel that:

(A)     notwithstanding that  the Liquidity Facility  Provider is entitled  to 
reclaim Liquidity  Facility  Increased Costs  pursuant  to clause  14  of  the 
Liquidity Facility  Agreement,  if the  Adjusted  Available Issuer  Income  is 
insufficient to pay all prior ranking items under the Pre-Acceleration Revenue
Priority of Payments (as is the case for the Interest Payment Date falling  on 
25 July 2012), then

(B)     the Issuer is  not required to  make an Expenses  Drawing to fund  the 
payment of Liquidity Facility Increased Costs which exceed 0.125 per cent. per
annum of the  commitment under  the Liquidity Facility  Agreement and  thereby 
comprise Liquidity Subordinated Amounts.

The Issuer, the  Cash Manager and  the Liquidity Facility  Provider have  been 
unable  to  agree  amongst  themselves  the  interpretation  of  the  relevant 
Transaction Documents  to  determine whether  or  not the  Liquidity  Facility 
Provider is entitled  to payment  in full  of the  claimed Liquidity  Facility 
Increased Costs in full on the Interest  Payment Date falling on 25 July  2012 
and whether any  such payment  is required to  be funded  through an  Expenses 
Drawing.

The Issuer,  the  Cash  Manager  and  the  Liquidity  Facility  Provider  have 
concluded that the applicable contractual interpretation should be  determined 
by way of an application to the English  High Court under Part 8 of the  Civil 
Procedural Rules.

In contemplation of  the fact  that a  final and  conclusive determination  of 
these matters by the  English Courts will not  take place before the  Interest 
Payment Date falling on 25 July 2012, on 11 July 2012 the Issuer, the Trustee,
the Cash Manager and the Liquidity Facility Provider entered into an agreement
under which the Issuer and the Cash Manager sought to reserve their respective
rights and preserve the  status quo between the  parties pending a  conclusive 
determination of the  contractual interpretation being  issued by the  English 
Courts (the  "Standstill Agreement").   Amongst other  things, the  Standstill 
Agreement provides that:

  (a)      the  Issuer, the  Trustee,  the Cash  Manager and  the  Liquidity 
  Facility  Provider  agree  to  be  bound  by  the  final  and   conclusive 
  determination of the English Courts, pending which the Liquidity  Facility 
  Provider will not take any action to enforce any rights or make any  claim 
  it may have in  connection with any alleged  or actual non-payment of  the 
  claimed Liquidity Facility Increased Costs, other than to put forward  its 
  position in the course of the English High Court proceedings; and 

  (b)      only  an  amount  equal to  0.125  per  cent. per  annum  of  the 
  commitment under the Liquidity Facility Agreement, being £19,945.21, shall
  be paid to  the Liquidity Facility  Provider in respect  of the  Liquidity 
  Facility Increased Costs on the Interest  Payment Date falling on 25  July 
  2012 and,  if the  Adjusted  Available Issuer  Income would  otherwise  be 
  insufficient to fund payment of such amount in full, the Cash Manager will
  make an Expenses Drawing to make such payment in full on 25 July 2012.

In the event that a conclusive determination of the contractual interpretation
is not issued by the English Courts  prior to such Interest Payment Date,  the 
Standstill Agreement includes equivalent provisions to the above in respect of
the payment of the Liquidity Facility Increased Costs on the Interest  Payment 
Date falling on 25 October 2012.

Certain provisions of  the Standstill Agreement,  including the agreement  set 
out in (a)  above, will expire  if a  final and conclusive  resolution of  the 
English Court does not occur before the earlier of: (i) 30 November 2012; (ii)
the date on which the balance standing to the credit of the Liquidity  Standby 
Account falls below £20,000,000; and (iii)  the occurrence of a Note Event  of 
Default. 

A further notice will be  issued in the event  of any material development  in 
relation to the matters discussed in this Notice.

 

Date: 25 July 2012

By:

GEMINI (ECLIPSE 2006-3) PLC

35 Great St Helen's

London           

EC3A 6AP    

                              

cc:

BNY Mellon Corporate Trustee Services Limited

One Canada Square

London

E14 5AL

(in its capacity as Trustee)

 

 

 This announcement has been issued through the Companies Announcement Service
                                      of

                          The Irish Stock Exchange.

                                       

                                       

 

                     This information is provided by RNS
           The company news service from the London Stock Exchange
 
END
 
 
ISEBUGDRGSDBGDU -0- Jul/25/2012 15:41 GMT