Notting Hill Housing to hold meeting for holders of 5.25% notes

By Jennifer Chiou

New York, June 10 - Notting Hill Housing Trust announced a July 4 meeting at which it will propose an extraordinary resolution to holders of its £180 million of 5.25% secured bonds due 2042.

The meeting will take place at the offices of Allen & Overy LLP in London.

Prudential Trustee Co. Ltd. is the trustee.

According to a company release, the London housing association is asking holders to approve:

• The modification of the denominations of the bonds to £100,000 and integral multiples of £1,000 up to £199,000 from £50,000 and integral multiples of £1,000 up to £99,000;

• Amendments to the trust deed and the conditions of the bonds;

• Changes to the terms and conditions of the bonds by deleting the first paragraph of Condition 2 and replacing it with: "The bonds are in bearer form, serially numbered, in the denominations of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000, with coupons and talons attached on issue. No bonds will be issued with a denomination above £199,000";

• The replacement of Clause 3.5 with: "The definitive bonds and the coupons shall be in the respective forms or substantially in the respective forms set out in Schedule 2 and the definitive bonds shall be issued in the denominations of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000 and shall be endorsed with the conditions. Title to the definitive bonds and the coupons shall pass by delivery";

• Sanctions to every abrogation, modification, compromise or arrangement in respect of the rights of the bondholders pertaining to the bonds against the issuer;

• Authorization of the trustee to agree to the modifications; and

• The discharge and exoneration of the trustee from all liability under the trust deed.

Notting Hill Housing noted in the release that it considers the proposed modifications "fair and reasonable in the circumstances."

The quorum required at the meeting is one or more holders representing in the aggregate more than 50% of the bonds.

To be passed, the extraordinary resolution requires approval from at least 75% of the votes cast.

Those who submit their voting instructions prior to noon ET on June 24 will receive an early voting fee of £0.50 for each £1,000 principal amount of bonds.

The company also said that various amendments have been made to its prospectus directive and the transparency directive, including the increase in the wholesale debt threshold to €100,000 from €50,000, or the equivalent in other currencies.

Notting Hill Housing added that it will continue to have the benefit of the various wholesale debt exemptions once the provisions of the amendments are implemented into English law, unless it issues further bonds amounting to at least €100,000 or equivalent in other currencies.

The bonds were issued on July 7, 2010. At that time, the issuer said it intended to proceed with further offerings.

The solicitation agent is Barclays Bank plc (44 20 7773 8990 or eu.lm@barcap.com). The tabulation agent is the Bank of New York Mellon, London Branch (44 20 7964 4958 or debtrestructuring@bnymellon.com).

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