SOUTHERN PACIFIC SECURITIES 04-1 PLC (the "Issuer") 4th Floor 40 Dukes Place London EC3A 7NH (a public limited company incorporated under the laws of England and Wales with registered number 4930716) NOTICE OF MEETINGS OF THE HOLDERS (the "Noteholders") of those of the €325,700,000 Class A1a Mortgage Backed Floating Rate Notes due 2029 (ISIN: XS0186711585) (the "Class A1a Notes") $310,000,000 Class A1b Mortgage Backed Floating Rate Notes due 2029 (ISIN: XS0186713102, US84359TAA51) (the "Class A1b Notes") £177,700,000 Class A2 Mortgage Backed Floating Rate Notes due 2042 (ISIN: XS0186713797) (the "Class A2 Notes") £31,500,000 Class M Mortgage Backed Floating Rate Notes due 2042 (ISIN: XS0186714506, US84359TAB35) (the "Class M Notes") £6,000,000 Class B Mortgage Backed Floating Rate Notes due 2042 (ISIN: XS0186715222) (the "Class B Notes", and together with the Class A1a Notes, the Class A1b Notes, the Class A2 Notes and the Class M Notes, the "Notes") of the Issuer presently outstanding THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial or legal adviser. If you have recently sold or otherwise transferred your entire holding(s) of 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. Capitalised terms used in this Notice and not specifically defined in this Notice will bear the same meaning as in the Master Definitions Schedule dated 26 February 2004 between, amongst others, the Issuer and the Trustee, as amended, restated, supplemented, modified or otherwise varied from time to time (the "Master Definitions Schedule"). References in this Notice to a "Class of Notes" shall be deemed to be a reference to the Class A1a Notes, the Class A1b Notes, the Class A2 Notes, the Class M Notes or the Class B Notes, as the case may be, and accordingly this Notice is convening separate meetings of the holders of the Notes of each Class, details of which are contained herein. In this Notice, the terms "Noteholder", "holder" or "holders" means a holder or holders of Notes and/or beneficial interests in the Notes, as the context may require. We refer to a letter from Lloyds Bank plc (the "Liquidity Facility Provider") to the Issuer dated 5 March 2014 (the "Increased Costs Letter"). The Liquidity Facility Provider has stated in the Increased Costs Letter that, pursuant to clause 10.2(b)(2) of the Liquidity Facility Agreement, it is making a claim for increased costs. The Liquidity Facility Provider further stated that the additional capital cost per annum calculated by the Liquidity Facility Provider is 0.4800% per annum. The increase is effective from the date of the Increased Costs Letter and shall be due and payable on the next Interest Payment Date and on each subsequent Interest Payment Date (the "Increased Costs"). Pursuant to clause 10.2(b)(2) of the Liquidity Facility Agreement, the Liquidity Facility Provider is therefore charging the Issuer such increased costs, the forecast annualised costs to the Issuer of which is projected by the Liquidity Facility Provider to be £96,000. The Liquidity Facility Provider has certified that the Increased Costs is representative of the costs incurred by it as Liquidity Facility Provider in performing its obligations under the Liquidity Facility Agreement and complying with the individual liquidity adequacy standards under BIPRU 12. The Issuer will notify Noteholders through a further notice if there are any material changes to the Increased Costs for subsequent Interest Payment Dates. The Liquidity Facility Provider has communicated to the Issuer that it is open to discussing proposals around the restructuring of the liquidity facility, which could include a reduction of the amount of the liquidity facility commitment, which, according to the Liquidity Facility Provider, would provide the Issuer with a saving of £169,485 per annum (if the commitment was reduced to 12% of the outstanding balance of the loans). Any such proposals would need the support of Noteholders and so any Noteholders that would like to discuss the possibility of any such proposals, please contact the Issuer using the contact details below. In accordance with normal practice, the Trustee and its advisors have not been involved in the formulation of this notice and have not verified the information contained in any part of the notice. The information specified as having been provided to the Issuer by the Liquidity Facility Provider has not been independently verified by the Issuer. Further, neither the Issuer nor the Trustee (nor any of their respective advisors) expresses any opinion as to the purpose or merits of the contents of this notice or as to the action Instrumentholders should take in relation to them. The Trustee and its advisors make no representation regarding the accuracy, sufficiency, relevance or otherwise of any information contained in this notice. Please note that nothing in this notice is intended to amount to an invitation or inducement to engage in investment activity nor does it constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity. The distribution of this notice may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this notice comes are required by the Issuer and the Trustee and to inform themselves about, and to observe, any such restrictions. This Notice does not constitute a solicitation in any circumstances in which such solicitation is unlawful. Neither the Issuer nor the Trustee will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions. This notice is given by the Issuer 21 March 2014 Queries may be addressed to the Issuer as follows: Southern Pacific Securities 04-1 PLC 4th Floor 40 Dukes Place London EC3A 7NH E-mail: email@example.com 3 EME_ACTIVE-558782540.1 END -0- Mar/21/2014 16:42 GMT
SOUTHERN PACIFIC SECURITIES 04-1 PLC: Notice to Noteholders
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