NO. 333 - 122182
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 2005
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Post-Effective Amendment No. 1 to
FORM S-11
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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PERMANENT FINANCING (NO. 7) PLC
(Exact name of Registrant 1 as specified in its charter)
BLACKWELL HOUSE, GUILDHALL YARD, LONDON EC2V 5AE, UNITED KINGDOM,
(+44) 020 7556 0970
(Address and telephone number of Registrant 1's principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8600
(Name, address and phone number of Registrant 1's agent for service)
PERMANENT FUNDING (NO. 1) LIMITED
(Exact name of Registrant 2 as specified in its charter)
BLACKWELL HOUSE, GUILDHALL YARD, LONDON EC2V 5AE, UNITED KINGDOM,
(+44) 020 7556 0970
(Address and telephone number of Registrant 2's principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8600
(Name, address and phone number of Registrant 2's agent for service)
PERMANENT MORTGAGES TRUSTEE LIMITED
(Exact name of Registrant 3 as specified in its charter)
47 ESPLANADE, ST. HELIER, JERSEY JE1 0BD, (+44) 01534 510 924
(Address and telephone number of Registrant 3's principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8600
(Name, address and phone number of Registrant 3's agent for service)
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Copies to:
David Balai Christopher Bernard, Esq. Robert Torch, Esq.
HBOS Treasury Services plc Allen & Overy LLP Sidley Austin Brown & Wood
33 Old Broad Street One New Change Woolgate Exchange, 25 Basinghall Street
London EC2N 1HZ, United Kingdom London EC4M 9QQ, United Kingdom London EC2V 5HA, United Kingdom
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. |_|
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This amendment is being filed for the purpose of amending certain exhibits.
Explanatory Note: The Post-Effective Amendment No. 1 to the Registration
Statement is being filed solely to amend certain exhibits previously filed with
the Registration Statement. Exhibit 1.1 (Underwriting Agreement), Exhibit 4.1
(Amended and Restated Intercompany Loan Terms and Conditions and Loan
Confirmation Seventh Issuer Intercompany Loan Agreement), Exhibit 4.2 (Amended
and Restated Mortgages Trust Deed), Exhibit 4.3 (Amended and Restated Mortgage
Sale Agreement), Exhibit 4.4 (Seventh Issuer Deed of Charge), Exhibit 4.5
(Funding 1 Deed of Charge, First Supplemental Funding 1 Deed of Charge, Second
Supplemental Funding 1 Deed of Charge and Sixth Deed of Accession to the Funding
1 Deed of Charge), Exhibit 4.6 (Seventh Issuer Trust Deed), Exhibit 4.7 (Seventh
Issuer Paying Agent and Agent Bank Agreement), Exhibit 4.9 (Seventh Issuer Cash
Management Agreement), Exhibit 4.10 (Amended and Restated Servicing Agreement),
Exhibit 4.11 (Seventh Issuer Post-Enforcement Call Option Agreement), Exhibit
4.12 (Seventh Issuer Bank Account Agreement), Exhibit 10.1 (Amended and Restated
Funding 1 Liquidity Facility Agreement), Exhibit 10.2.1 (Series 1 Class A Dollar
Currency Swap Agreement), Exhibit 10.2.2 (Series 1 Class B Dollar Currency Swap
Agreement), Exhibit 10.2.3 (Series 1 Class C Dollar Currency Swap Agreement),
Exhibit 10.2.4 (Series 2 Class A Dollar Currency Swap Agreement), Exhibit 10.2.5
(Series 2 Class B Dollar Currency Swap Agreement), Exhibit 10.2.6 (Series 2
Class C Dollar Currency Swap Agreement), Exhibit 10.3 (Amended and Restated
Funding 1 Swap Agreement), Exhibit 10.4 (Seventh Start-up Loan Agreement),
Exhibit 10.5.1 (Amended and Restated Master Definitions and Construction
Schedule), Exhibit 10.5.2 (Seventh Issuer Master Definitions and Construction
Schedule) and Exhibit 10.6.1 (Seventh Issuer Corporate Services Agreement) are
being filed to reflect amendments to these exhibits as previously filed.
ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS:
Financial statements for each of Permanent Financing (No. 7) PLC and
Permanent Funding (No. 1) Limited are filed as part of this registration
statement. There are no additional schedules to the financial statements.
(B) EXHIBITS:
SEQUENTIAL
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NUMBER
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1.1 Underwriting Agreement
3.1.1 Memorandum and Articles of Association of Permanent Financing (No. 7) PLC(3)
3.1.2 Memorandum and Articles of Association of Permanent Funding (No. 1)
Limited(1)
3.1.3 Memorandum and Articles of Association of Permanent Mortgages Trustee
Limited(1)
4.1 Amended and Restated Intercompany Loan Terms and Conditions and Loan
Confirmation Seventh Issuer Intercompany Loan Agreement
4.2 Amended and Restated Mortgages Trust Deed
4.3 Amended and Restated Mortgage Sale Agreement
4.4 Seventh Issuer Deed of Charge
4.5 Funding 1 Deed of Charge(1), First Supplemental Funding 1 Deed of Charge,
Second Supplemental Funding 1 Deed of Charge(2) and Sixth Deed of Accession
to Funding 1 Deed of Charge
4.6 Seventh Issuer Trust Deed
4.7 Seventh Issuer Paying Agent and Agent Bank Agreement
4.8 Form of Amended and Restated Cash Management Agreement(2)
4.9 Seventh Issuer Cash Management Agreement
4.10 Amended and Restated Servicing Agreement
4.11 Seventh Issuer Post-Enforcement Call Option Agreement
4.12 Seventh Issuer Bank Account Agreement
5.1 Opinion of Allen & Overy LLP as to validity(3)
8.1 Opinion of Allen & Overy LLP as to US tax matters(3)
8.2 Opinion of Allen & Overy LLP as to UK tax matters(3)
8.3 Opinion of Mourant du Feu & Jeune as to Jersey tax Matters(3)
10.1 Amended and Restated Funding 1 Liquidity Facility Agreement
10.2.1 Series 1 Class A Dollar Currency Swap Agreement
10.2.2 Series 1 Class B Dollar Currency Swap Agreement
10.2.3 Series 1 Class C Dollar Currency Swap Agreement
10.2.4 Series 2 Class A Dollar Currency Swap Agreement
10.2.5 Series 2 Class B Dollar Currency Swap Agreement
10.2.6 Series 2 Class C Dollar Currency Swap Agreement
10.3 Amended and Restated Funding 1 Swap Agreement
10.4 Seventh Start-up Loan Agreement
10.5.1 Amended and Restated Master Definitions and Construction Schedule
10.5.2 Seventh Issuer Master Definitions and Construction Schedule
10.6.1 Seventh Issuer Corporate Services Agreement
10.6.2 Form of Mortgages Trustee Corporate Services Agreement(1)
10.6.3 Form of Funding 1 Corporate Services Agreement(1)
23.1 Consent of Allen & Overy (included in Exhibits 5.1, 8.1 and 8.2)
23.2 Consent of Mourant du Feu & Jeune (included in Exhibit 8.3)
23.3 Consent of auditors(3)
24.1 Power of Attorney(3)
25.1 Statement of Eligibility of Trustee (Form T-1)(3)
(1) Incorporated by reference from the Form S-11 filed by Permanent Financing
(No. 1) PLC (File No. 333-88874) which became effective on June 11, 2002.
(2) Incorporated by reference from the Form S-11 filed by Permanent Financing
(No. 4) PLC (File No. 333-111850) which became effective on March 1, 2004.
(3) Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-11 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorised, in the city of London, on April 14,
2005.
PERMANENT FINANCING (NO. 7) PLC
By: /s/ David Balai
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Name: SFM Directors Limited by its
authorized person Jonathan
Keighley for and on its
behalf *
Title: Director
PERMANENT FUNDING (NO. 1) LIMITED
By: /s/ David Balai
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Name: SFM Directors Limited by its
authorized person Jonathan
Keighley for and on its
behalf *
Title: Director
PERMANENT MORTGAGES TRUSTEE LIMITED
By: /s/ David Balai
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Name: David Balai
Title: Director
* By: David Balai
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the
following persons in the capacities and on the dates indicated below.
PERMANENT FINANCING (NO. 7) PLC
SIGNATURE TITLE DATE
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By: /s/ David Balai 04/14/05
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Name: SFM Directors Limited by its authorized Director
person Jonathan Keighley for and on its
behalf *
By: /s/ David Balai 04/14/05
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Name: SFM Directors (No. 2) Limited by its Director
authorized person James Macdonald for
and on its behalf *
By: /s/ David Balai
------------------------------------------ 04/14/05
Name: David Balai Director
PERMANENT FUNDING (NO. 1) LIMITED
SIGNATURE TITLE DATE
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By: /s/ David Balai 04/14/05
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Name: SFM Directors Limited by its authorized Director
personJonathan Keighley for and on its
behalf *
By: /s/ David Balai 04/14/05
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Name: SFM Directors (No. 2) Limited by its Director
authorized person James Macdonald for
and on its behalf *
By: /s/ David Balai 04/14/05
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Name: David Balai Director
* By: David Balai
Attorney-in-fact
PERMANENT MORTGAGES TRUSTEE LIMITED
SIGNATURE TITLE DATE
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By: /s/ David Balai 04/14/05
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Name: Michael George Best * Director
By: /s/ David Balai 04/14/05
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Name: Peter John Richardson * Director
By: /s/ David Balai 04/14/05
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Name: David Balai Director
* By: David Balai
Attorney-in-fact
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
PERMANENT FINANCING (NO. 7) PLC
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of Permanent Financing (No.
7) PLC, has signed this registration statement or amendment thereto in New York,
New York on April 14, 2005.
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi
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Office: Authorized Representative in the United States
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
PERMANENT FUNDING (NO. 1) LIMITED
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of Permanent Funding (No. 1)
Limited, has signed this registration statement or amendment thereto in New
York, New York on April 14, 2005.
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi
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Office: Authorized Representative in the United States
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
PERMANENT MORTGAGES TRUSTEE LIMITED
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of Permanent Mortgages
Trustee Limited, has signed this registration statement or amendment thereto in
New York, New York on April 14, 2005.
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi
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Office: Authorized Representative in the United States
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