Securitisation - Asset Substitution


 

TIDM31PE TIDMSBD 
 
RNS Number : 3708W 
Canary Wharf Finance II PLC 
17 November 2010 
 

                          CANARY WHARF FINANCE II PLC 
                                  (the"Issuer") 
 (incorporated in England and Wales with limited liability 
 under Registered 
                                Number 3929593) 
 
                                     NOTICE 
                              to the holders of the 
GBP1,215,000,000 Class A1 6.455 per cent. First Mortgage Debentures due October 
                                      2033 
                                 (XS0112279616) 
                                      and 
  GBP400,000,000 Class A3 5.952 per cent. First Mortgage Debentures due October 
                                      2037 
                                 (XS0130681512) 
                                      and 
GBP222,000,000 Class A7 Floating Rate First Mortgage Debentures due October 2037 
                              (ISIN: XS0295171341) 
                                      and 
GBP104,000,000 Class B3 Floating Rate First Mortgage Debentures due October 2037 
                              (IS1N: XS0295172075) 
                                      and 
  GBP235,000,000 Class B 6.800 per cent. First Mortgage Debentures due October 
                                      2033 
                                 (XS0112281190) 
                                      and 
GBP275,000,000 Class C2 Floating Rate First Mortgage Debentures due October 2037 
                              (ISIN: XS0295172406) 
                                      and 
GBP125,000,000 Class D2 Floating Rate First Mortgage Debentures due October 2037 
                              (ISIN: XS0295172745) 
 
           of the Issuer presently outstanding (together the "Notes") 
 
NOTICE IS HEREBY GIVEN to the holders of the above Notes that, pursuant to an 
exercise of the rights of CW Lending II Limited (in its capacity as the 
Borrower) and in accordance with Clause 17.20 (Substitution, release and 
addition of new Mortgaged Property) of the Intercompany Loan Agreement, 25 Bank 
Street and 50 Bank Street (together, the "Released Properties") have been 
released as Mortgaged Properties and 10 Cabot Square and 20 Cabot Square 
(together, the "New Properties") have been substituted for them (such 
transaction, the "Substitution"). Each of Fitch, Moody's and Standard & Poor's 
has affirmed its rating of the Notes. 
The Substitution was completed on 17 November 2010. In addition to the granting 
of security in favour of the Issuer and the Trustee over the New Properties and 
compliance with the other provisions of the Intercompany Loan Agreement, 
additional cash collateral amounting to GBP65.7 million has been deposited into 
the Borrower's Coverage Reserve Account in order to service any potential 
shortfall in debt service on any future Interest Payment Date. 
The Lehman Administrator and Nomura have both vacated 25 Bank Street. 
Therefore, absent the Substitution, it would have been necessary to begin 
drawing on the AIG facility in the first quarter of 2011. Given, however, that 
the vacancy costs, service charges and rates payable on the unlet space would 
not have been covered by the AIG facility, there would have still been 
insufficient net income to cover debt service. The Group is keen to ensure that 
the income subject to the securitisation has stability and certainty and is of a 
duration which more closely matches the interest cost and amortisation profile 
of the Notes.  Therefore, the Issuer views the Substitution to be the best long 
term solution in the interests of holders of the Notes. 
Certain interests in the New Properties are held by Jersey companies in their 
capacity as trustees of Jersey property unit trusts, and as a result 
consequential amendments have been made to some of the Relevant Documents 
(including the Intercompany Loan Agreement and the Master Definitions Agreement) 
in order to facilitate the accession of such Jersey companies to the applicable 
Relevant Documents and the granting of security in favour of the Issuer and the 
Trustee over their interests in the New Properties. 
Capitalised terms not otherwise defined in this notice shall have the meanings 
given to them in the Sixth Restated Master Definitions Agreement entered into 
between, amongst others, the Issuer and the Trustee on 17 November 2010. 
Copies of the documents relating to the Substitution are available for 
inspection by holders of the above Notes by contacting the Trustee or Paying 
Agent at the following email address: darren.levene@db.com. 
Should you have any queries concerning the information contained in this notice 
please contact: 
John Garwood 
Tel No: 020 7418 2000 
Email: john.garwood@canarywharf.com 
Dated: 17 November 2010 
 
This notice is given by Canary Wharf Finance II plc. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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