NOTICE OF RESULTS OF MEETING
To the holders of the outstanding
U.S.$311,000,000 Class A2c Notes due 2038 (Rule
144A Note CUSIP: 69913BAB2 / Reg S Note
ISIN: XS0261647027)
£25,000,000 Class B1a Notes due 2038
(ISIN: XS0261647886)
€126,000,000 Class B1b Notes due 2038 (ISIN:
XS0261648850)
£17,000,000 Class C1a Notes due 2038 (ISIN:
XS0261650161)
€106,000,000 Class C1b Notes due 2038 (ISIN:
XS0261650674)
(together, the "Notes")
Issued by Paragon Mortgages
(No.12) plc (the "Issuer")
Reference is made to the Notices of Meeting
dated 3 October 2024 in relation to the Notes (each a "Notice of Meeting", together, the
"Notices of Meeting").
Capitalised terms used and not otherwise defined in this
announcement have the meanings given to them in the relevant Notice
of Meeting, available from the Consent
Website: https://projects.sodali.com/paragon.
NOTICE IS HEREBY GIVEN to the holders of each
series of the above Notes that, at each relevant Meeting of such
holders held at or around 10:00 a.m. (London time) on 25 October
2024 at the offices of Clifford Chance LLP at 10 Upper Bank Street,
London, E14 5JJ, United Kingdom, the Extraordinary Resolutions
relating to the Notes set out in the relevant Notices of Meeting
previously notified to Noteholders in accordance with the terms of
the Trust Deed for such Notes were duly passed and the Eligibility
Condition was satisfied.
IT IS NOTED THAT the Meetings of the
holders of the outstanding U.S.$1,500,000,000 Class A1 Notes due
2038 (ISIN: XS0261644941), £145,000,000
Class A2a Notes due 2038 (ISIN: XS0261646136) and €245,000,000
Class A2b Notes due 2038 (ISIN: XS0261646565) issued by the Issuer
(each an "Adjourned Series")
held at or around 10:00 a.m. (London time) on 25 October 2024 at
the offices of Clifford Chance LLP at 10 Upper Bank Street, London,
E14 5JJ, United Kingdom were adjourned due to lack of quorum and
adjourned meetings of the Noteholders of each Adjourned Series will
be held at or around 10:00 a.m. (London time) on 8 November 2024 at
the offices of Clifford Chance LLP at 10 Upper Bank Street, London,
E14 5JJ, United Kingdom (the "Adjourned
Meetings") for the purpose of considering
and, if thought fit, passing the Extraordinary Resolution set out
in the relevant Notice of Adjourned Meeting dated 25 October 2024
in accordance with the provisions of the Trust Deed.
The Expiration Deadline for the
Adjourned Series has been moved to 5:00 p.m. London time on 6
November 2024 (the "Adjourned Expiration
Deadline"). Electronic Voting Instructions
already submitted will remain valid for the Adjourned Meetings and
do not need to be re-submitted.
IT IS FURTHER NOTED THAT as the Extraordinary Resolutions
constitute a Basic Terms Modification under the Conditions of the
Notes, the Issuer will only implement the Proposal on or after
the Effective Date (being the Interest Payment Date for the USD
Notes falling in November 2024) if the Extraordinary Resolution
relating to each Adjourned Series is duly passed. If the
Extraordinary Resolution relating to each Adjourned Series is not
duly passed, then the Issuer will not implement the Proposal and
there will be no modification of the Conditions of the USD Notes
nor any consequential or related amendments to certain transaction
documents, in the manner set out in the relevant Notices of Meeting
or Notices of Adjourned Meeting, as applicable.
Further information relating to the
Proposal can be obtained from the Solicitation Agent:
Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
Telephone: +44 20 7158
1719/1726
Attention: Liability Management
Team
Email: lbcmliabilitymanagement@lloydsbanking.com
Requests for documentation and
information in relation to the procedures for delivering consent
instructions should be directed to the Information and Tabulation
Agent at:
Sodali & Co
Leadenhall Building
122 Leadenhall St
City of London, EC3V 4AB
Telephone: +44 20 4513 6933 (U.K.) /
+1 203 658 9457 (U.S.)
Email: paragon@investor.sodali.com
Consent Website:
https://projects.sodali.com/paragon
PARAGON
MORTGAGES (NO.12) PLC
25 October
2024