SOUTHERN PACIFIC SECURITIES 05-1 PLC: Notice to Noteholders

 SOUTHERN PACIFIC SECURITIES 05-1 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 5276563)                                      NOTICE OF MEETINGS OF THE HOLDERS (the "Noteholders")                                              of those of the                                       €153,000,000 Class A1a Mortgage Backed Floating Rate Notes due 2025                           (ISIN: XS0212690696 Common Code: 021269069)                                               (the "Class A1a Notes")                                   £160,850,000 Class A1c Mortgage Backed Floating Rate Notes due 2025                         (ISIN: XS0212690852 Common Code: 021269085)                                               (the "Class A1c Notes")                                   €153,000,000 Class A2a Mortgage Backed Floating Rate Notes due 2043                           (ISIN: XS0212691157 Common Code: 021269115)                                               (the "Class A2a Notes")                                   £230,850,000 Class A2c Mortgage Backed Floating Rate Notes due 2043                         (ISIN: XS0212691314 Common Code: 021269131)                                         (with Class A2c Detachable Coupons)                                         (ISIN: XS0212691405 Common Code: 021269140)                                               (the "Class A2c Notes")                                   £45,500,000 Class B1c Mortgage Backed Floating Rate Notes due 2043                          (ISIN: XS0212691660 Common Code: 021269166)                                               (the "Class B1c Notes")                                   £26,250,000 Class C1c Mortgage Backed Floating Rate Notes due 2043                          (ISIN: XS0212691744 Common Code: 021269174)                                               (the "Class C1c Notes")                                   £22,750,000 Class D1c Mortgage Backed Floating Rate Notes due 2043                          (ISIN: XS0212692122 Common Code: 021269212)                                               (the "Class D1c Notes")                                     £3,500,000 Class E Mortgage Backed Floating Rate Notes due 2043                           (ISIN: XS0212692478 Common Code: 021269247)                      (the "Class E Notes", and together with the Class A1a Notes, the Class A1c    Notes, the Class A2a Notes, the Class A2c Notes, the Class B1c Notes, the Class                 C1c Notes and the Class D1c 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 23 February 2005 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 A1c Notes, the Class A2a Notes, the Class A2c Notes, the Class B1c Notes, the Class C1c Notes, the Class D1c or the Class E 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)(II) 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)(II) 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 £225,120.  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 £398,832 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 05-1 PLC  4th Floor  40 Dukes Place  London EC3A 7NH  E-mail: spvservices@capitafiduciary.co.uk  3  EME_ACTIVE-558782386.1    END  -0- Mar/21/2014 16:39 GMT    
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