PARAGON MORTGAGES (NO. 12)
PLC
NOTEHOLDERS
NOTICE
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE
REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW).
IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS
NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY
MANNER.
THIS NOTICE DOES NOT 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 IN ANY
JURISDICTION.
THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014,
INCLUDING THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT
2018.
If you are in any doubt as to the
action you should take, you are recommended to seek your own
financial 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 adviser and such other professional advice
from your own professional advisors as you deem
necessary.
If you have recently sold or
otherwise transferred your entire holding(s) of Notes referred to
below, you should immediately forward this Notice 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.
This Notice and any non-contractual
obligations arising out of or in connection with this Notice will
be governed by and construed in accordance with the laws of England
and Wales.
No person has been authorised to
give information, or to make any representation in connection
therewith, other than as contained herein. The delivery of this
Notice at any time does not imply that the information in it is
correct as at any time subsequent to its date.
PARAGON
MORTGAGES (NO.12) PLC
(the
Issuer)
$1,500,000,000 Class A1 Notes due 2038 (US69913BAA44 /
XS0261644941)
£145,000,000 Class A2a Notes due 2038
(XS0261646136)
€245,000,000 Class A2b Notes due 2038
(XS0261646565)
$311,000,000 Class A2c Notes due 2038 (US69913BAB27 /
XS0261647027)
£25,000,000 Class B1a Notes due 2038 (XS0261647886)
€126,000,000 Class B1b Notes due 2038
(XS0261648850)
£17,000,000 Class C1a Notes due 2038 (XS0261650161)
€106,000,000 Class C1b Notes due 2038
(XS0261650674)
(together, the Notes)
9 May
2024
NOTICE TO
NOTEHOLDERS
The Notes are admitted to the
Official List of the U.K. Listing Authority and admitted to trading
on the London Stock Exchange.
This announcement contains inside
information and is made by the Issuer pursuant to Regulation (EU)
No. 596/2014 (the Market Abuse
Regulation) and Regulation (EU) 2016/1055 (the Implementing Technical Standards)
relating thereto.
Capitalised terms used but not
otherwise defined in this notice have the meanings given to them in
the deed poll dated 26 June 2019 relating to the Notes entered into
between, amongst others, the Issuer, the Trustee and the Call
Option Holder as the same has been amended, varied or supplemented
from time to time with the consent of the parties thereto,
Deed Poll).
NOTICE IS HEREBY GIVEN to the
holders of the Notes, further to the notice to the PM12 Noteholders
issued on 25 April 2024, Residual Interest Paragon Mortgages (No.
12) PLC (the Call Option Holder as current holder of the entirety
of the right to receive the Deferred Purchase Consideration) has
informed the Issuer that it no longer intends to exercise the Call
Option.
In this context, the Issuer
understands that there can be no assurance as to whether or not the
Call Option Holder will exercise the Call Option in the future.
Until any exercise of the Call Option occurs, the Whole Beneficial
Title to all (but not some) of the Mortgages will not be
transferred by the Issuer to the Call Option Holder pursuant to the
Deed Poll in order to enable full repayment of the PM12 Notes on an
Interest Payment Date.
This notice has been given in
accordance with Condition 12 (Notices).
The Issuer accepts responsibility
for the information contained in this notice.
This notice is given by:
PARAGON MORTGAGES (NO.12) PLC
51 Homer Road, Solihull, West
Midlands, B91 3QJ, England and Wales