Axial Enhd Flting Rt IRSH Notice to Noteholders

  Axial Enhd Flting Rt (IRSH) - Notice to Noteholders

RNS Number : 5738P
Axial Enhanced Floating Rate Opp Ld
25 October 2012




              AXIAL ENHANCED FLOATING RATE OPPORTUNITIES LIMITED
                                  2^ND Floor
                               Beaux Lane House
                             Mercer Street Lower
                                   Dublin 2
                                   Ireland

                            Company number 464395

                                (the "Issuer")

                                                               25 October 2012

                            NOTICE TO NOTEHOLDERS

                      to the holders of the outstanding

    €2,000,000,000 Senior Secured Deferrable Floating Rate Notes due 2019

                (ISIN: XS0418692249; Common Code: 041869224)

                                      

                                (the "Notes")

                                      

NOTICE IS HEREBY GIVEN  to the holders  of the above  Notes that, with  effect 
from 23 October 2012, Ignis Investment Services Limited has novated all of its
rights and obligations under the Investment Advisory Agreement to Castle  Hill 
Asset Management  LLC  and Castle  Hill  Asset Management  LLP  (collectively, 
"Castle  Hill")  and  that  Castle  Hill  have  been  appointed  as  successor 
Investment Advisors under the Investment Advisory Agreement (the "Novation and
Appointment").

Capitalised terms not otherwise defined herein shall bear the same meanings as
in the Trust Deed.

In connection with  the Novation  and Appointment, certain  changes have  been 
made to  the Investment  Management Agreement  and certain  other  Transaction 
Documents, by the Issuer and the relevant transaction parties executing on  23 
October 2012 the documents listed in Schedule 1 of the Written Resolution  (as 
defined below) (the "Documents").

The Documents have  been made  available for inspection  by Noteholders,  upon 
production of evidence of  their status as Noteholders,  between 9 a.m. and  5 
p.m. (London  time) on  any weekday  (Saturdays, Sundays  and public  holidays 
excepted) at the registered offices of the Issuer and of the Principal  Paying 
Agent specified below.

Noteholder authorisation of the Novation and Appointment, and execution of the
Documents

Pursuant to a written resolution of the beneficial holders of 100 per cent  of 
the Principal Amount Outstanding of the Notes, duly passed on 23 October  2012 
and having  effect  as  an  Extraordinary Resolution  (executed  in  the  form 
attached to this notice as Appendix 1) in accordance with Condition 14(b) (the
Written Resolution"), the Novation and Appointment was approved and BNY Mellon
Corporate Trustee Services Limited as Trustee and the Issuer were  authorised, 
directed and instructed to  execute the Documents in  order to give effect  to 
the Novation and Appointment  and to take  any action as  may be necessary  in 
connection with, or in order to give effect to, the appointment of Castle Hill
including, without limitation, with respect to the Trustee, consenting to  the 
Issuer entering into the Documents.

This notice is given by:





AXIAL ENHANCED FLOATING RATE OPPORTUNITIES LIMITED



2^ND Floor
Beaux Lane House
Mercer Street Lower
Dublin 2
Ireland



Contact Details and registered office of the Issuer

To the Issuer: AXIAL ENHANCED FLOATING RATE OPPORTUNITIES LIMITED

               2^ND Floor
               Beaux Lane House
               Mercer Street Lower
               Dublin 2
               Ireland

               

               Attention: The Directors

               Facsimile: +353 (0) 1 697 3300



To the Principal Paying Agent: THE BANK OF NEW YORK MELLON

                               One Canada Square

                               London

                               E14 5AL

                               United Kingdom

                               

                               Attention: Corporate Trustee Administration

                               Facsimile: +44 207 964 4637







                                  APPENDIX 1

                          Form of Written Resolution

                         PROPOSED WRITTEN RESOLUTION

              axial enhanced floating rate opportunities limited

                                (THE "iSSUER")

                   Written Resolution of the holders of the

  €2,000,000,000 Senior Secured Deferrable Floating Rate Notes due 2019 (the
                                   "Notes")

                              (the "Resolution")

                                      

                                      

(A) This Resolution is made under the trust deed dated 1 May 2009,  as 
novated, amended and  restated on  29 July  2010 (the  "Trust Deed")  between, 
inter alios,  the Issuer,  BNY Mellon  Corporate Trustee  Services Limited  as 
trustee (the "Trustee")  and Ignis Investment  Services Limited as  investment 
manager ("Ignis"). Capitalised terms not otherwise defined herein shall  bear 
the same meanings as in the Trust Deed. This Resolution shall take effect  as 
a  written  resolution  pursuant  to  paragraph  11  of  Schedule  4  (Written 
Resolutions) of the Trust Deed.

(B) By a notice from the Issuer dated 19 October 2012 (the  "Notice"), 
the Noteholders have been informed that Ignis intends to transfer its position
as Investment Manager under the Investment Management Agreement to Castle Hill
Asset Management  LLC  and Castle  Hill  Asset Management  LLP  (collectively, 
"Castle Hill") as successor Investment Managers.

(C) In connection  with the  appointment of Castle  Hill as  Investment 
Managers, certain  changes have  been proposed  to the  Investment  Management 
Agreement and  certain other  Transaction  Documents, by  the Issuer  and  the 
relevant transaction  parties  entering  into  the  documents  listed  in  the 
schedule to this  Resolution, in  the form  made available  for inspection  to 
Noteholders on and from the date of the Notice upon production of evidence  of 
their status as Noteholders  between 9 a.m.  and 5 p.m.  (London time) on  any 
weekday (Saturdays, Sundays  and public holidays  excepted) at the  registered 
office of the  Issuer at 2^nd  Floor, Beaux Lane  House, Mercer Street  Lower, 
Dublin 2, Ireland, or the Principal Paying Agent at One Canada Square,  London 
E14 5AL, United Kingdom (together, the "Documents").

(D) Each  Noteholder  whose name  and  signature appears  below  HEREBY 
RESOLVES as follows:

(i) The  novation  of  all  the  rights  and  obligations  of  Ignis  as 
Investment Manager to Castle Hill under the Documents is hereby approved.

(ii) Castle Hill are hereby approved as successor Investment Managers  in 
place of Ignis under the Investment Management Agreement.

(iii) The Trustee and the Issuer are authorised, directed and  instructed 
to execute the Documents to which it is a party in order to give effect to the
appointment  of  Castle  Hill  as  successor  investment  managers  under  the 
Investment Management Agreement and to take any action as may be necessary  in 
connection with, or  in order to  give effect to  such appointment  including, 
without limitation,  with respect  to  the Trustee  consenting to  the  Issuer 
entering into the Documents.

(iv) Every modification and amendment (and the implementation thereof)  in 
respect of their  rights relating to  the Notes, (whether  or not such  rights 
arise under the Trust Deed, the Conditions or the Notes), resulting from or to
be effected by the  modifications, authorisations and determinations  referred 
to in this Resolution and/or the Documents, is hereby approved.

(v) Without prejudice to the rights of indemnity available to the Trustee
pursuant to the Trust Deed or at law, the Trustee is discharged and exonerated
from any Liability (as defined in the Trust Deed) for which it may have become
or may become responsible under  the Trust Deed or at  law, the Notes, any  of 
the Documents or any other deeds  or documents entered in connection with  the 
Documents in respect of any act or omission in connection with this Resolution
and its implementation. Any claim against the Trustee arising as a result  of 
any loss  or damage  which may  be suffered  or incurred  as a  result of  the 
Trustee acting upon this Resolution  is irrevocably waived (including but  not 
limited to circumstances where it  is subsequently found that this  Resolution 
is not valid  or binding  on the  holders) and the  Trustee will  not be  held 
liable for any such loss or damage.

(vi) Each  Noteholder whose  name and  signature appears  below  expressly 
agrees and undertakes  to indemnify  and hold  harmless the  Trustee from  and 
against all losses, damages, costs, charges and expenses which may be suffered
or incurred  by it  as a  result of  any claims  (whether or  not  successful, 
compromised or settled), actions, demands  or proceedings brought against  the 
Trustee and against all  losses, costs, charges  or expenses (including  legal 
fees) which the  Trustee may  suffer or  incur which in  any case  arise as  a 
result of the Trustee acting in  accordance with the Resolution and the  Trust 
Deed.

(vii) The Trustee is  hereby authorised and instructed  not to obtain  any 
legal opinions in relation to, or to  enquire into, the power and capacity  of 
any person to  enter into  the Documents, or  the due  execution and  delivery 
thereof by any  party thereto or  the validity or  enforceability thereof  and 
that it shall not be liable  to any Noteholder for any consequences  resulting 
from following this instruction, provided that the foregoing shall not prevent
the Trustee from receiving any legal opinion addressed to it; but, in any such
case, the  Trustee shall  have no  responsibility for  reviewing the  contents 
thereof.

(viii) This Resolution shall take effect as an Extraordinary Resolution (as
defined in the Trust Deed) of the Noteholders.

(ix) The provisions  of clause  9.3 (Appointment  of Successor  Investment 
Manager) of  the  Investment  Management  Agreement shall  not  apply  to  the 
appointment of Castle Hill as Investment Managers in place of Ignis.

(x) Any obligation to give notice  in connection with the appointment  of 
Castle Hill as Investment  Managers in place of  Ignis (other than the  notice 
referred to in the Notice) is hereby waived.

(xi) On the  date this  Resolution is  signed, each  Noteholder agrees  to 
provide evidence satisfactory to the Trustee of its position as a Noteholder.





Dated: ___________________ 2012



                                  Schedule 1

1. Novation  and Amendment  and Restatement  Deed in  respect of  the 
InvestmentManagement  Agreement  dated1  May  2009,  which  includes  as   a 
schedule, the Amended and Restated Investment Management Agreement.

2. Deed  of Termination  in respect  of the  Investment  Sub-Advisory 
Agreement dated 2 February 2010.

3. Deed  of Termination  in  respect of  Services Agreement  dated  2 
February 2010.

4. Novation and Supplemental Trust Deed in respect of the Trust  Deed 
dated 1 May 2009, which includes as a schedule, the Amended and Restated Trust
Deed.

5. Novation  and Amendment  and Restatement  Deed in  respect of  the 
Agency Agreement dated 1 May 2009,  which includes as a schedule, the  Amended 
and Restated Agency Agreement.



 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


ISEUVAVRUUARUAA -0- Oct/25/2012 15:13 GMT