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ISE - The Irish Stock Exchange plc

08/19/2019 | Press release | Distributed by Public on 08/19/2019 03:27

Notice of Ordinary Resolution

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.

NOTICE OF ORDINARY RESOLUTION BY WAY OF NEGATIVE CONSENT OF THE HOLDERS (THE NOTEHOLDERS) OF THE OUTSTANDING

£213,860,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2028 (ISIN XS1856354490, Common Code 185635449) (the Class A Notes) £100,000 Class X Commercial Mortgage Backed Notes due 2028 (the Class X Notes) £47,648,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2028 (the Class B Notes) (together, the Notes)

Issued by

TAURUS 2018-2 UK DAC

(incorporated as a designated activity company with limited liability in Ireland with registered number 627898)

(the Issuer) on 23 August 2018

Terms used, but not defined, in this Notice have the meaning given to them in Part 1 (Definitions) of the master definitions schedule signed for identification on 23 August 2018, (as amended and restated from time to time), by among others, the Issuer and U.S. Bank Trustees Limited (the Issuer Security Trusteeand the Note Trustee) (the Master Definitions Schedule).

The Issuer is proposing this Ordinary Resolution for approval by way of Negative Consent.

Pursuant to the provisions of paragraph 29 of schedule 3 to the Note Trust Deed, the Issuer may propose an Ordinary Resolution of the Noteholders relating to any matter for consideration and approval by Negative Consent by the Noteholders, other than, with regards to an Ordinary Resolution, an Ordinary Resolution relating to a Note Maturity Plan. The Issuer confirms that the Ordinary Resolution relating to the Proposal is as such permitted to be approved by Negative Consent.

An Ordinary Resolution will be deemed to have been passed by the Noteholders unless, within 30 days of the date of this Notice (18 September 2019the Voting Date) the holders of 50 per cent. or more in aggregate of the Principal Amount Outstanding of the Notes of such Class, inform the Note Trustee in the manner specified in Condition 14.13 (Negative Consent) of their objection to the Ordinary Resolution. Any objection made by a Disenfranchised Holder will not be counted when determining whether the required thresholds of objection have been met.

For the purposes of this Ordinary Resolution, in accordance with the terms of the Note Trust Deed, the Noteholders shall act as a single class.

IF A NOTEHOLDER DOES NOT WISH TO OBJECT TO THE IMPLEMENTATION OF THE PROPOSAL SET OUT IN THE ORDINARY RESOLUTION, IT IS NOT REQUIRED TO TAKE ANY ACTION.

Neither the Note Trustee nor the Issuer Security Trustee has been involved in the formulation of the matters set out in this Notice, including, without limitation, the matters set out in section 1 (Background to the Ordinary Resolution) (the Proposal) and, in accordance with normal practice, neither the Note Trustee nor the Issuer Security Trustee expresses any opinion on the merits of the Proposal (which it was not involved in negotiating) or the Ordinary Resolution, nor any opinion on whether Noteholders would be acting in their best interests voting to object or abstaining from voting in the Proposal or the Ordinary Resolution but on the basis of the information contained in this Notice has authorised it to be stated that they have no objection to the Ordinary Resolution being submitted to Noteholders for their consideration. Neither the Note Trustee nor the Issuer Security Trustee make any representation that all relevant information has been disclosed to Noteholders in connection with the Proposal, the Ordinary Resolution and this Notice. Neither the Note Trustee nor the Issuer Security Trustee is responsible for the accuracy, completeness, validity or correctness of the statements made in this Notice or omissions from this Notice. Nothing in this Notice should be construed as a recommendation to Noteholders from the either the Note Trustee or the Issuer Security Trustee to object or abstain from voting in, the Proposal or the Ordinary Resolution. The Note Trustee and the Issuer Security Trustee each recommend that Noteholders take their own independent professional advice on the merits and the consequences of voting (or abstaining from voting in) the Ordinary Resolution and the Proposal.

No person has been authorised to make any recommendation on behalf of the Issuer, the Note Trustee or the Issuer Security Trustee as to whether or how the Noteholders should vote pursuant to the Proposal. No person has been authorised to give any information, or to make any representation in connection therewith, other than those contained herein. If made or given, such recommendation or any such information or representation must not be relied upon as having been authorised by the Issuer, the Note Trustee or the Issuer Security Trustee.

This Notice is issued and directed only to the Noteholders and no other person shall, or is entitled to, rely or act on, or be able to rely or act on, its contents.

Each person receiving this Notice must make its own analysis and investigation regarding the Proposal and make its own voting decision, with particular reference to its own investment objectives and experience, and any other factors which may be relevant to it in connection with such voting decision. If such person is in any doubt about any aspect of the Proposal and/or the action it should take, it should consult its professional advisers.

Noteholders wishing to object to the Proposal should refer to section 3 (Objecting to the Ordinary Resolution) of this Notice for details concerning methods of objecting in respect of the Ordinary Resolution described in this Notice.

If the Proposal set out in the Ordinary Resolution is not objected to by holders of Notes outstanding constituting 50 per cent. or more in aggregate of the Principal Amount Outstanding of the Notes (in accordance with the procedure set out in section 3 (Objecting to the Ordinary Resolution)), it shall be binding on all Noteholders. The Note Trustee shall, following Voting Date, promptly notify the Noteholders in accordance with the Conditions.

SECTION 1 - BACKGROUND TO THE ORDINARY RESOLUTION

U.S. Bank Global Corporate Trust Limited succeeded Wells Fargo Bank International Unlimited Company as Issuer Cash Manager on 19 July 2019.

As part of U.S. Bank Global Corporate Trust Limited's appointment, the Issuer has agree to amend the extension provisions of the Liquidity Facility Agreement so that it would become the Issuer rather than the Issuer Cash Manager's right to deliver the Extension Requestby no earlier than 60 days and no later than 40 days as set out in the Amended Liquidity Facility Agreement scheduled to this notice.

The Issuer will seek the consent of the Noteholders to the form of the Amended Liquidity Facility Agreementpursuant to the Ordinary Resolution.

Accordingly, the Issuer now wishes to seek the approval and consent referred to above pursuant to an ORDINARYResolution (by way of Negative Consent), the form of which is set out in Section 2 below (the Ordinary Resolution) directing the Security Trustee to enter into the form of Amended Facility Agreement in, or substantially in, the formscheduled to this notice.

SECTION 2 - FORM OF ORDINARY RESOLUTION

THAT the holders of the £213,860,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2028 (ISIN XS1856354490, Common Code 185635449) (the Class A Notes), £100,000 Class X Commercial Mortgage Backed Notes due 2028 (the Class X Notes) and £47,648,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2028 (the Class B Notes) (together, the Notes) presently outstanding of Tauris 2018-2 UK DAC (the Issuer) constituted by a note trust deed dated 23 August 2018 (as amended from time to time, the Note Trust Deed) as made between the Issuer and the Note Trustee for the holders of the Notes (the Noteholders) ACTING AS A SINGLE CLASShereby by ORDINARYResolution (approved by way of Negative Consent) resolve:

1. to instruct and direct the Issuer Security Trustee to enter into the Amended Liquidity Facility Agreement in, or substantially in, the form scheduled to this Notice;

2. to approve the execution of the Amended Liquidity Facility Agreement in, or substantially in, the form scheduled to this Notice by parties thereto;

3. to hold harmless, discharge and exonerate the Issuer Security Trustee and the Note Trustee from all liability for which it may have become or may become liable under the Trust Deed, the Notes or any other Transaction Document or otherwise in respect of any act or omission for which the Issuer Security Trustee or the Note Trustee may become responsible for acting in accordance with, this Ordinary Resolution or making any determination or exercising (or, as the case may be, not exercising) any other power or right conferred pursuant to, or arising out of this Ordinary Resolution; and

4. that each of the Issuer Security Trustee and the Note Trustee is hereby authorised, directed, empowered, requested, ratified, sanctioned and instructed without the need for any further consent or approval to take (or refrain from taking, as the case may be) all such actions and things as may be required, necessary or desirable to implement and to give effect to this Ordinary Resolution, including without limitation the execution of any documents, declarations, certificates, agreements, deeds or instruments (howsoever described) to give effect to this Ordinary Resolution.

This Ordinary Resolution and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with laws of England and Wales.

Capitalised terms in this Ordinary Resolution shall, except where the context otherwise requires or save where otherwise defined herein, bear the meanings given in or incorporated in the notice relating to this Ordinary Resolution (by way of Negative Consent) dated 19 August 2019.

SECTION 3 - OBJECTING TO THE ORDINARY RESOLUTION

Noteholders wishing to object to the implementation of the Proposal set out in the Ordinary Resolution are hereby requested to vote, in accordance with the voting instructions below, no later than the Deadline (18 September2019).

Pursuant to the provisions of paragraph 29 of schedule 3 to the Note Trust Deed, the Issuer may propose an Ordinary Resolution of the Noteholders relating to any matter for consideration and approval by Negative Consent by the Noteholders, other than, with regards to an Ordinary Resolution, an Ordinary Resolution relating to a Note Maturity Plan. The Issuer confirms that the Ordinary Resolution relating to the Proposal is as such permitted to be approved by Negative Consent.

An Ordinary Resolution will be deemed to have been passed by the Noteholders unless, within 30 days of the date of this Notice the holders of 50 per cent. or more in aggregate of the Principal Amount Outstanding of the Notes of such Class, inform the Note Trustee in the manner specified in Condition 14.13 (Negative Consent) of their objection to the Ordinary Resolution. Any objection made by a Disenfranchised Holder will not be counted when determining whether the required thresholds of objection have been met.

IF A NOTEHOLDER DOES NOT WISH TO OBJECT TO THE IMPLEMENTATION OF THE PROPOSAL SET OUT IN THE ORDINARY RESOLUTION, IT IS NOT REQUIRED TO TAKE ANY ACTION.

OBJECTING TO THE PROPOSAL

The Issuer hereby gives notice:

(a) in respect of and for the purposes of the Ordinary Resolution, Noteholders may only vote to object to the Proposal and Ordinary Resolution as set out below;

(b) no physical meetings of Noteholders will be held in respect of the Ordinary Resolution;

(c) each Noteholder shall have one vote in respect of each £1 of Principal Amount Outstanding of the Notes for the time being outstanding held or represented by it; and

(d) each Noteholder wishing to object to the Proposal must vote on or prior to the time specified by Société Générale Bank & Trust as the Principal Paying Agent (the Principal Paying Agent) and/or the relevant clearing system, being 18 September2019(the Deadline), in order to enable the Principal Paying Agent to inform the Note Trustee of any objections to the Ordinary Resolution on the Voting Date. For the avoidance of doubt, in providing such votes to the Principal Paying Agent, such Holders will be deemed to have informed the Note Trustee of such objection for the purposes of the Issuer Transaction Documents.

Each Noteholder, in respect of the Notes in which it has an interest, that wishes to vote to object to the Proposal set out in the Ordinary Resolution must ensure that:

(a) it gives electronic voting instructions to the relevant clearing system (in accordance with that clearing system's procedures):

(i) TO REJECT the Proposal set out in the Ordinary Resolution; and

(ii) specifying the participant's and account number,

such that the Principal Paying Agent will receive that Noteholder's voting instructions on or before the Deadline; and

(b) either:

(i) the Notes held by such Holder (the Deposited Notes) have been deposited with the Principal Paying Agent (or to the order of the Principal Paying Agent at a bank or other depositary); or

(ii) the relevant clearing system has received irrevocable instructions (with which they have complied) to block the Deposited Notes in the securities account to which they are credited with effect from and including the day on which the electronic voting instruction is delivered to the relevant clearing system so that no transfers may be effected in relation to the Deposited Notes at any time after such date until the earlier of:

(A) close of business (London time) on the Voting Date; or

(B) the surrender to the Principal Paying Agent, not less than 24 hours before the Voting Date, of the receipt for the Deposited Notes and notification thereof by the Principal Paying Agent to the Note Trustee.

Notes should be blocked in accordance with the procedures of the relevant clearing system and the deadlines required by the relevant clearing system.

NO ACTION IS REQUIRED TO BE TAKEN BY ANY NOTEHOLDER WHO DOES NOT WISH TO REJECT THE PROPOSAL SET OUT IN THE ORDINARY RESOLUTION.

Any beneficial owner of Notes who is not a direct participant in the clearing systems must contact its broker, dealer, bank, custodian, trust company or other nominee to arrange for the accountholder in Euroclear or Clearstream, Luxembourg, as the case may be, through which it holds Notes to deliver an electronic voting instruction in accordance with the requirements of the relevant clearing system and procure that the Notes are blocked in accordance with the normal procedures of the relevant clearing system and the deadlines imposed by such clearing system.

Each Noteholder that wishes to object to the Proposal should ensure that the relevant blocking instructions to the relevant clearing system can be allocated to the relevant electronic voting instruction. For the avoidance of doubt, each electronic acceptance instruction must have an individual matching blocking instruction.

By providing instructions as described above, each beneficial owner of the Notes authorises the clearing systems at which their account is maintained or the Principal Paying Agent, as applicable, to disclose to the Note Trustee, the Issuer and the Issuer Security Trustee confirmation that they are the beneficial owner of such Notes, the serial numbers of the Deposited Notes (if in definitive form) and the Principal Amount Outstanding of such Notes.

By submitting a valid instruction to the relevant clearing system in accordance with the standard procedures of such clearing system, the relevant Noteholder submitting such instruction shall be deemed to agree and undertake to the Note Trustee and the Issuer Security Trustee as at the Deadline:

(a) to indemnify the Note Trustee and the Issuer Security Trustee in full against all liabilities which it (or any Appointee or Delegate (as applicable), or other person appointed by the relevant trustee to whom any trust, power, authority or discretion may be delegated by it in the execution or purported execution of the trusts, powers, authorities or discretions vested in it by the Issuer Transaction Documents or its functions under such appointment) may be or become liable or which may be incurred by it (or any such person as aforesaid) in respect of any matter or thing done or omitted in any way relating to or arising out of the Ordinary Resolution or not implementing the Proposal set out in the Ordinary Resolution; and

(b) to discharge and exonerate the Note Trustee and the Issuer Security Trustee from any and all liability for which either of them may have become or may become responsible under the Issuer Transaction Documents or the Notes in respect of any act or omission in connection with the Ordinary Resolution or not implementing the Proposal set out in the Ordinary Resolution.

If holders of Notes outstanding constituting 50 per cent. or more in aggregate of the Principal Amount Outstanding of the Notes outstanding or the Notes make such objection, the Ordinary Resolution will be deemed not to be passed by the Noteholders.

If the Proposal set out in the Ordinary Resolution is not objected to by holders of Notes outstanding constituting 50 per cent. or more in aggregate of the Principal Amount Outstanding of the Notes, the Ordinary Resolution shall be binding on all Noteholders and, on the basis of the approval of the Ordinary Resolution, the Deed of Resignation and Appointment will be executed by the relevant parties to such deed. The Note Trustee shall, following Voting Date, promptly notify the Noteholders in accordance with the Conditions.

Principal Paying Agent

Société Générale Bank & Trust

11 Avenue Emile Reuter L-2420

Luxembourg

Trustee

U.S. Bank Trustees Limited

5th Floor

125 Old Broad Street

London

EC2N 1AR

United Kingdom

Subject to the Ordinary Resolution being passed by the Noteholders and all relevant documents being executed, the appointments set out above shall be become effective and the Noteholders will be notified thereof in accordance with the Conditions.

This notice is given by the Issuer

TAURUS 2018-2 UK DAC

1st Floor

1-2 Victoria Buildings

Haddington Road

Dublin 4, D04 XN 32

Ireland

Dated 19 August 2019

Schedule - form of Amended Liquidity Facility Agreement

TAURUS 2018-2 UK DAC

AS ISSUER

U.S. Bank Trustees Limited

as ISSUER SEcurity Trustee

U.S. Bank Global Corporate Trust Limited

AS ISSUER cash Manager

BANK of america, N.a.. London Branch

AS liquidity facility provider

AMENDED LIQUIDITY FACILITY AGREEMENT

ORiginally dated 23 August 2018

THIS AGREEMENTis made on 2019.

___________________________________

BETWEEN

(1) TAURUS 2018-2 UK DAC, a designated activity company with limited liability incorporated under the laws of Ireland having its registered office at 1st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, D04 XN32, Ireland with company registration number 627898;

(2) U.S. BANK TRUSTEES LIMITED, a company incorporated under the laws of England and Wales with limited liability (registered number 2379632), and having its registered office at Fifth Floor, 125 Old Broad Street, London EC2N 1AR, United Kingdom in its capacity as 'Issuer Security Trustee', which expression shall include such company and all persons or companies for the time being acting as such pursuant to the Issuer Deed of Charge;

(3) U.S. BANK GLOBAL CORPORATE TRUST LIMITED, a company incorporated under the laws of England and Wales with limited liability (registered number 05521133), and having its registered office at Fifth Floor, 125 Old Broad Street, London EC2N 1AR, United Kingdom in its capacity as 'Issuer Cash Manager', which expression shall include such company and all persons or companies for the time being acting as such pursuant to the Cash Management Agreement); and

(4) BANK OF AMERICA N.A. LONDON BRANCH, acting through its offices at 2 King Edward Street, London EC1A 1HQ, United Kingdom (the 'Liquidity Facility Provider')

, together the 'Parties'

WHEREAS

(A) The Parties together with the Servicer and the Special Servicer entered into a Liquidity Facility Agreement on 23 August 2018 (the 'Original Liquidity Facility Agreement').

(B) Pursuant to Clause 23.1 of the Original Liquidity Facility Agreement, the Parties wish to amend the Original Liquidity Facility Agreement on the terms set out below.

IT IS AGREEDas follows:

1. DEFINITIONS AND INTERPRETATION

1.1. This Agreement shall have expressly incorporated into it the definitions set out in Part 1 (Definitions) of the Master Definitions Schedule dated the Closing Date and signed by, inter alios, the Parties for the purposes of identification (as the same may be amended, varied and supplemented from time to time) (the 'Master Definitions Schedule') except so far as the context otherwise requires. Save to the extent otherwise stated herein, this Agreement shall be construed in accordance with the interpretation and construction provisions set out in Part 2 (Principles of Interpretation and Construction) of the Master Definitions Schedule.

2. AMENDMENTS

2.1. With effect from the date of this Agreement, Clause 2.3(a) of the Original Facility Agreement shall be deleted and replaced in its entirety with:

'The Issuer may by no earlier than 60 days and no later than 40 days before the end of the Liquidity Commitment Period deliver to the Liquidity Facility Provider copied to the Issuer Security Trustee an irrevocable request (which shall be substantially in the form set out in Schedule 4 (Form of Extension Request and Notice of Extension)) (the 'Extension Request') that the Liquidity Commitment Period should be extended to a date that is not more than 364 days from the last day of the then current Liquidity Commitment Period.'

2.2. With effect from the date of this Agreement, the signature block in Schedule 4 (Form of Exension Request and Notice of Extension) shall be deleted and replaced with:

'By: ..............................................................

TAURUS 2018-2 UK DAC (the Issuer)

Director'

2.3. The terms of the Original Liquidity Facility Agreement not otherwise amended pursuant to this Agreement shall remain in full force and effect and with effect from the date of this Agreement, the Original Liquidity Facility Agreement and this Agreement shall be read and construed as a single agreement.

3. WAIVERS

3.1. Pursuant to Clause 15.10 (Amendments to Issuer Transaction Documents)of the Original Liquidity Facility Agreement, each of the Parties hereby waives any notice requirement or other formality requirement set out therein or any other Issuer Transaction Document.

4. MISCELLANEOUS

4.1. The provisions of Clauses 27 (Severability), 28 (Counterparts), 31 (Third Party Rights), 32 (Service of Process) and 33 (Governing Law and Jurisdiction) of the Original Liquidity Facility Agreement shall apply mutatis mutandisas if set out in full in this Agreement.

4.2. This Agreement may only be amended by the written consent of the Parties hereto.

SIGNATORIES

SIGNEDfor and on behalf of

TAURUS 2018-2 UK DAC

in its capacity as Issuer

by its duly appointed attorney

Attorney's signature: …………………………………….

Attorney's name: …………………………………….

SIGNEDfor and on behalf of

U.S. BANK TRUSTESS LIMITED

as Issuer Security Trustee

By: …………………………………….

Authorised Signatory

SIGNEDfor and on behalf of

U.S. BANK GLOBAL CORPORATE TRUST LIMITED

as Issuer Cash Manager

By: …………………………………….

Authorised Signatory

SIGNEDfor and on behalf of

BANK OF AMERICA N.A, LONDON BRANCH

as Liquidity Facility Provider

By: …………………………………….

Authorised Signatory

This announcement has been issued through the Companies Announcement Service of Euronext Dublin