PREPS seeks approval of extraordinary resolution for two note series

By Jennifer Chiou

New York, Oct. 24 - PREPS 2005-2 plc announced that it will hold a meeting for holders of its €41.5 million of PREPS class B1 floating-rate notes due 2014 and €12.5 million of PREPS class B2 fixed-rate notes due 2014.

The company is seeking holder consent to pass an extraordinary resolution for the notes' trust deed.

The meeting will take place in London on Nov. 15.

According to a filing with the London Stock Exchange, the company is holding the meeting because the scheduled redemption date of the notes is Dec. 8, and the notes are collateralized by certain financing instruments with the portfolio companies.

PREPS stated that there is a possibility that some portfolio companies may fail to pay in full on those financing instruments. In that case, the issuer, investment services provider and the recovery managers may take actions to recover the principal amount secured by those instruments.

The release said that it is not expected that there will be any available funds remaining for payments toward the expenses reserve, and PREPS is looking for an amendment so that an amount toward the expenses reserve be elevated in the priority of payments in order to fall immediately after payment of the class A coupon payments.

PREPS also said that it is looking to change, among other things, the definition of expenses reserve so that, rather than the amount to be applied toward the expenses reserve having to be certified by the issuer's auditors and legal counsel, a cap of €2 million apply to the amount that can be applied toward the expenses reserve.

The company is also looking to change the definition of wind-up costs to make express reference to the expenses reserve being used for actions to recover amounts due under the financing instruments.

A quorum will be formed if two or more persons holding at least 75% of the class B notes are present at the meeting. The company is seeking approval from holders of at least three-quarters of those voting.

The principal paying agent is the Bank of New York Mellon, and the Irish paying agent is the Bank of New York Mellon (Ireland) Ltd.

The trustee is BNY Mellon Corporate Trustee Services Ltd.

Questions may be directed to Yves Haussener (41 41 760 20 15 or yves.haussener@ceg-ag.com), Euroclear (322 224 4245 or Bonds_offers@Euroclear.com) and Clearstream (352 46564 6414; fax: 352 46564 8248; ciefaxes.cs@clearstream.com).

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