Disclaimer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION: (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OTHER THAN TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) HOLDING USD NOTES (AS DEFINED BELOW); WHO PROVIDE CERTAIN CONFIRMATIONS AS TO THEIR STATUS; OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.
No key information document (KID) pursuant to Regulation (EU) No 1286/2014 has been prepared.
No key information document (KID) pursuant to Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 has been prepared.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached consent solicitation memorandum (the "Consent Solicitation Memorandum") whether received by email or otherwise received as a result of electronic communication or otherwise and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Consent Solicitation Memorandum. By accessing, reading or making any other use of the Consent Solicitation Memorandum or by accepting the email or electronic communication to which the Consent Solicitation Memorandum was attached, you are deemed (in addition to giving the representations set out below) to agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Paragon Mortgages (No. 12) plc (the "Issuer"), Paragon Finance PLC and Mortgage Trust Services plc (in their capacities as Administrators and Subordinated Lenders as the context requires, together, the "Administrators"), Lloyds Bank Corporate Markets plc (the "Solicitation Agent") or Morrow Sodali Limited, trading as Sodali & Co (the "Information and Tabulation Agent") as a result of such access. Capitalised terms used but not otherwise defined in this disclaimer have the meanings given to them in the Consent Solicitation Memorandum.
The Consent Solicitation Memorandum is addressed only to holders (the "Noteholders") of the outstanding U.S.$1,500,000,000 Class A1 Notes due 2038 (which, on 15 May 2019 were (simultaneously with the termination of the currency swap A1 agreement dated 14 July 2006) converted into a GBP Equivalent at a fixed exchange rate of USD to GBP of 1.84, producing GBP Equivalent Initial Principal Amount of £815,217,391.30 and an A1 Note Mandatory Transfer Price and GBP Equivalent Principal Amount Outstanding of £317,409,456.52 in accordance with the A1 Note Conditional Purchase Agreement and which, on 15 May 2019, were redenominated as GBP Class A1 Notes) (the "Class A1 Notes"), £145,000,000 Class A2a Notes due 2038 (the "Class A2a Notes"), €245,000,000 Class A2b Notes due 2038 (the "Class A2b Notes"), U.S.$311,000,000 Class A2c Notes due 2038 (the "Class A2c Notes"), £25,000,000 Class B1a Notes due 2038 (the "Class B1a Notes"), €126,000,000 Class B1b Notes due 2038 (the "Class B1b Notes"), £17,000,000 Class C1a Notes due 2038 (the "Class C1a Notes") and €106,000,000 Class C1b Notes due 2038 (the "Class C1b Notes" and, together with the Class A1 Notes, the Class A2a Notes, the Class A2b Notes, the Class A2c Notes, the Class B1a Notes, the Class B1b Notes and the Class C1a Notes, the "Notes" and each a "Class") issued by the Issuer, who are persons to whom it may otherwise be lawful to distribute it and solicit consents from under applicable laws and regulations (the "relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Consent Solicitation Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. The Class A2c Notes are referred to as the "USD Notes".
NOTHING IN THE CONSENT SOLICITATION MEMORANDUM OR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OTHER THAN TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) HOLDING USD NOTES; WHO PROVIDE CERTAIN CONFIRMATIONS AS TO THEIR STATUS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE CONSENT SOLICITATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE CONSENT SOLICITATION MEMORANDUM, IN WHOLE OR IN PART, IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE NOT PROVIDED THE ISSUER WITH THE CONFIRMATION DESCRIBED BELOW OR HAVE GAINED ACCESS TO THE CONSENT SOLICITATION MEMORANDUM CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED TO PARTICIPATE IN THE CONSENT SOLICITATION DESCRIBED IN THE CONSENT SOLICITATION MEMORANDUM.
Confirmation of your representation: By receiving or accessing the attached Consent Solicitation Memorandum, you are deemed to have represented to the Issuer, the Administrators, the Solicitation Agent and the Information and Tabulation Agent that:
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- you are a holder or a beneficial owner of Notes;
- you are a person to or from whom it is lawful to send the attached Consent Solicitation Memorandum or to solicit consents under the relevant consent solicitation described in the Consent Solicitation Memorandum under all applicable laws and regulations;
- either: (A) you are not, and you are not acting for the account or benefit of, a U.S. Person (as defined in Regulation S of the Securities Act), and that you are not located or resident in the United States; or (B) you are a qualified institutional buyer holding USD Notes ("QIB");
- you are not a Sanctions Restricted Person (as defined in the Consent Solicitation Memorandum);
- you will not pass on the Consent Solicitation Memorandum to third parties or otherwise make the Consent Solicitation Memorandum publicly available;
- you consent to delivery of the Consent Solicitation Memorandum to you by electronic transmission; and
- you have understood and agreed to the terms set forth herein.
The Consent Solicitation Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Administrators, the Solicitation Agent, the Information and Tabulation Agent, Citicorp Trustee Company Limited (the "Trustee"), the Principal Paying Agent, the Reference Agent, the Registrar or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent.
The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the consent solicitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (the "FSMA") (if in the United Kingdom) or other appropriately authorised financial adviser or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the consent solicitation.
The communication of the Consent Solicitation Memorandum by the Issuer and any other documents or materials relating to the consent solicitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. Such documents and/or materials are only directed at and may only be communicated to: (1) any person within Article 43(2) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which includes a creditor or member of the Issuer; and (2) to any other persons to whom these documents and/or materials may lawfully be communicated in circumstances where section 21(1) of the FSMA does not apply.
You are otherwise reminded that the Consent Solicitation Memorandum has been sent to you on the basis that you are a person into whose possession the Consent Solicitation Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver the Consent Solicitation Memorandum to any other person.
The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the Administrators, the Solicitation Agent and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.