UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
March 1, 2007
Permanent Master Issuer plc
(Exact name of issuing entity as specified in its charter)
Permanent Funding (No. 2) Limited
(Exact name of depositor as specified in its charter)
Halifax plc
(Exact name of sponsor as specified in its charter)
England and Wales 333-140655 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
35 Great St. Helen's, London, United Kingdom EC3A 6AP
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, +44 (0)20 7398-6300
including area code:
No Change
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[box] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[box] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[box] Pre-commencement communications pursuant to Rule 14d-2(d) under
the Exchange Act (17 CFR 240.14d-2(b))
[box] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
5.1 Opinion of Allen & Overy LLP as to legality.
8.1 Opinion of Allen & Overy LLP as to U.S. tax matters.
8.2 Opinion of Allen & Overy LLP as to U.K. tax matters.
23.1 Consent of Allen & Overy LLP (included in Exhibits 5.1, 8.1
and 8.2)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PERMANENT FUNDING (NO. 2) LIMITED,
By: /s/ David Balai
------------------------------
Name: David Balai
Title: Director
Dated: February 28, 2007
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Allen & Overy LLP as to legality.
8.1 Opinion of Allen & Overy LLP as to U.S. tax matters.
8.2 Opinion of Allen & Overy LLP as to U.K. tax matters.
23.1 Consent of Allen & Overy LLP (included in Exhibits 5.1,
8.1 and 8.2)
Exhibit 5.1
ALLEN & OVERY LLP
One Bishops Square
Permanent Master Issuer plc London E1 6AO United Kingdom
35 Great St. Helen's
London EC3A 6AP Tel +44 (0)20 3088 0000
United Kingdom Fax +44 (0)20 3088 0088
February 28, 2007
RE: PERMANENT MASTER ISSUER PLC 2007-1 U.S. NOTES
Ladies and Gentlemen:
We have acted as English legal advisers to Permanent Master Issuer PLC (the
COMPANY) in connection with the issuance of USD 1,000,000,000 Series 1 Class A
Notes due January 2008, USD 1,500,000,000 Series 2 Class A1 Notes due January
2016, USD 1,000,000,000 Series 2 Class A2 Notes due January 2016, USD
1,350,000,000 Series 4 Class A Notes due October 2033, USD 43,000,000 Series 1
Class B Notes due July 2042 and USD 43,000,000 Series 1 Class C Notes due July
2042 (the 2007-1 U.S. NOTES) by the Company.
Expressions defined in the Underwriting Agreement (as defined in the Schedule)
have the same meanings when used in this opinion.
We have examined copies of the documents mentioned in the Schedule hereto and
such other documents as we have considered necessary.
We have not made any investigation of, and do not express any opinion on, the
law of any jurisdiction other than England and Wales.
We have assumed:
(A) the capacity, power and authority of each of the parties (other than the
Company) to execute, deliver and perform the terms of the documents
specified in Part I of the Schedule (together, the ISSUE DOCUMENTS);
(B) the due execution and delivery of the Issue Documents and the conformity
to original documents of all copy documents examined by us and that the
copy of the Memorandum and Articles of Association of the Company examined
by us is complete and up to date and would, if issued today, comply, as
respects the Articles of Association, with Section 380 of the Companies
Act 1985;
Allen & Overy LLP is a limited liability partnership registered in England and
Wales with registered number OC306763. It is regulated by the Law Society of
England and Wales. A list of the members of Allen & Overy LLP and their
professional qualifications is open to inspection at its registered office, One
Bishops Square, London E1 6AO. Any reference to a partner in relation to Allen &
Overy LLP means a member, consultant or employee of Allen & Overy LLP.
Allen & Overy LLP or an affiliated undertaking has an office in each of:
Amsterdam, Antwerp, Bangkok, Beijing, Bratislava, Brussels, Budapest, Dubai,
Frankfurt, Hamburg, Hong Kong, London, Luxembourg, Madrid, Milan, Moscow, New
York, Paris, Prague, Rome, Shanghai, Singapore, Tokyo, Warsaw.
To: Permanent Funding (No. 2) Limited February 28, 2007
Page: 2
(C) that the 2007-1 U.S. Notes will be duly executed, issued and authenticated
in accordance with the provisions of the Underwriting Agreement and the
Master Issuer Trust Deed (as defined in the Schedule);
(D) that no law of any jurisdiction outside England and Wales would render
such execution, delivery or issue illegal or ineffective and that, insofar
as any obligation under any of the Issue Documents or the 2007-1 U.S.
Notes is performed in, or is otherwise subject to, any jurisdiction other
than England and Wales, its performance will not be illegal or ineffective
by virtue of the law of that jurisdiction;
(E) that the information disclosed by our search to be made on the date of
issue of the 2007-1 U.S. Notes of the records at the office of the
Registrar of Companies in London and at the Central Registry of Winding up
Petitions in relation to the Company will be complete, up to date and
accurate and will not have been materially altered or added to and reveal
no order or resolution for the winding up of the Company and no notice of
appointment in respect of the Company of a receiver or administrator or
filing of documents with the court or service of a notice of intention to
appoint an administrator;
(F) that the Company is not, and will not be on the date on which the 2007-1
U.S. Notes are issued, unable to pay its debts within the meaning of
section 123 of the Insolvency Act 1986 (as amended) and will not become
unable to do so in consequence of the transactions effected by the Issue
Documents;
(G) that the Minutes referred to in Part II of the Schedule represent a true
record of the proceedings described therein of a duly convened,
constituted and quorate meeting of the Company's directors acting in the
interests and for a proper purpose of the Company and that the relevant
meeting will be duly held and that the authorisations given thereat will
not subsequently be revoked or amended;
(H) that any factual matters referred to in each Issue Document will be true
and accurate (including, without limitation, the accuracy of the
representations and warranties therein);
(I) that the Issue Documents will in all material respects relevant hereto be
executed and delivered substantially in the form of the relevant exhibit
to the Registration Statement;
(J) that none of the parties to the Issue Documents has taken or will take any
action in relation to the 2007-1 U.S. Notes which would be a contravention
of the prohibitions contained in Sections 19 or 21 of the Financial
Services and Markets Act 2000 (the FSMA); and
(K) that any party to any of the Issue Documents which is subject to the
supervision of any regulatory authority in the United Kingdom has complied
and will comply with the requirements of such regulatory authority in
connection with the issue, offering or sale of the 2007-1 U.S. Notes.
Based on and subject to the foregoing and subject to the reservations mentioned
below and to any matters not disclosed to us, we are of the opinion that the
2007-1 U.S. Notes will constitute valid and binding obligations of the Company.
As a result, those obligations would be enforceable in proceedings before the
English courts.
Our opinion is qualified by the following reservations and any matter of fact
not disclosed to us:
(A) We do not express any opinion on European Community law as it affects any
jurisdiction other than England and Wales.
To: Permanent Funding (No. 2) Limited February 28, 2007
Page: 3
(B) Any enforcement of the obligations of the Company in proceedings before
the English courts would be by way of grant of a remedy in the event of a
breach of those obligations. The nature and availability of the remedies
provided by the English courts would depend on the circumstances. These
remedies, including an order by the court requiring the payment of damages
or the payment of a sum due, would be available subject to principles of
law, equity and procedures of general application. Some remedies,
including an order by the court requiring specific performance of an
obligation or the issue of an injunction, would be entirely within the
discretion of the court. The possibility of obtaining any remedy would be
lost if proceedings were not to be commenced within certain time limits.
The English courts have power to stay proceedings and may decline
jurisdiction, notably if concurrent proceedings are being brought
elsewhere. Accordingly, enforcement of the obligations of the Company
under the 2007-1 U.S. Notes would not be certain in every circumstance.
(C) The obligations of the Company under the 2007-1 U.S. Notes will be subject
to any law from time to time in force relating to liquidation or
administration or any other law or legal procedure affecting generally the
enforcement of creditors' rights.
We hereby consent to the filing of this opinion as an exhibit to the Company's
report on Form 8-K dated the date hereof.
Yours faithfully,
/s/ Allen & Overy LLP
Allen & Overy LLP
To: Permanent Funding (No. 2) Limited February 28, 2007
Page: 4
SCHEDULE
PART I
1. The underwriting agreement dated February 23, 2007 between the Company,
Permanent Funding (No. 2) Limited, Halifax plc, Permanent Mortgages
Trustee Limited and Lehman Brothers Inc., Deutsche Bank Securities Inc.,
UBS Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
ABN AMRO Bank N.V., London Branch and Credit Suisse Securities (Europe)
Limited as Underwriters, a form of which is filed as Exhibit 1.1 to the
Registration Statement (the UNDERWRITING AGREEMENT).
2. The master issuer trust deed dated October 17, 2006 filed as Exhibit 4.6.1
to the Company's report on Form 8-K dated November 1, 2007, as
supplemented by a supplemental master issuer trust deed dated January 12,
2007 filed as Exhibit 4 to the Company's report on Form 8-K dated January
26, 2007, each between the Company and The Bank of New York (the NOTE
TRUSTEE) (the MASTER ISSUER TRUST DEED).
3. The Global Notes (as defined in the Underwriting Agreement).
4. The master issuer paying agent and agent bank agreement dated October 17,
2006 between, inter alios, the Company, Citibank, N.A. and the Note
Trustee, filed as Exhibit 4.7 to the Company's report on Form 8-K dated
November 1, 2007 (the MASTER ISSUER PAYING AGENT AND AGENT BANK
AGREEMENT).
PART II
5. Minutes of Meetings of the Board of Directors of the Company held on
February 23, 2007 and on February 28, 2007.
Exhibit 8.1
ALLEN & OVERY LLP
1221 Avenue of the Americas
Permanent Master Issuer plc New York, NY 10020 USA
35 Great St. Helen's
London EC3A 6AP Tel +1 212 610 6300
United Kingdom Fax +1 212 610 6399
www.allenovery.com
February 28, 2007
RE: PERMANENT MASTER ISSUER PLC ISSUE 2007-1 U.S. NOTES
Ladies and Gentlemen:
We have acted as United States tax counsel to Permanent Master Issuer plc,
a public limited company incorporated under the laws of England and Wales (the
ISSUING ENTITY), in connection with the issuance of USD 1,000,000,000 Series 1
Class A Notes due January 2008, USD 1,500,000,000 Series 2 Class A1 Notes due
January 2016, USD 1,000,000,000 Series 2 Class A2 Notes due January 2016, USD
1,350,000,000 Series 4 Class A Notes due October 2033, USD 43,000,000 Series 1
Class B Notes due July 2042 and USD 43,000,000 Series 1 Class C Notes due July
2042 (the ISSUE 2007-1 U.S. NOTES) by the Company.
As United States tax counsel, we have advised the Issuing Entity with
respect to certain United States tax consequences of the proposed issuance of
the Issue 2007-1 U.S. Notes. This advice is summarized under the headings
"Summary - Material United States tax consequences" in the prospectus supplement
and under the headings "Summary of prospectus - United States tax status" and
"United States federal income taxation" (collectively, the DISCUSSIONS) in the
prospectus, each relating to the Issue 2007-1 U.S. Notes, which prospectus
supplement and prospectus have been filed with the Securities and Exchange
Commission. We hereby confirm that the opinions set forth in the Discussions
represent our opinions as to the matters of law covered by them.
This letter is based on the facts and circumstances set forth in the
prospectus supplement and the prospectus and in the other documents reviewed by
us. We hereby consent to the filing of this letter as an exhibit to the Issuing
Entity's report on Form 8-K dated the date hereof.
Very truly yours,
/s/ Allen & Overy LLP
Allen & Overy LLP
Allen & Overy LLP is a limited liability partnership registered in England and
Wales with registered number OC306763. It is regulated by the Law Society of
England and Wales. Allen & Overy LLP is a multi-jurisdictional law firm with
lawyers admitted to practise in a variety of jurisdictions. A list of the
members of Allen & Overy LLP and their professional qualifications is open to
inspection at its registered office, One Bishops Square, London, E1 6AO and at
the above address. Any reference to a partner in relation to Allen & Overy LLP
means a member, consultant or employee of Allen & Overy LLP.
Allen & Overy LLP or an affiliated undertaking has an office in each of:
Amsterdam, Antwerp, Bangkok, Beijing, Bratislava, Brussels, Budapest, Dubai,
Frankfurt, Hamburg, Hong Kong, London, Luxembourg, Madrid, Milan, Moscow, New
York, Paris, Prague, Rome, Shanghai, Singapore, Tokyo, Warsaw.
Exhibit 8.2
ALLEN & OVERY LLP
One Bishops Square
Permanent Master Issuer plc London E1 6AO
35 Great St. Helen's United Kingdom
London EC3A 6AP
United Kingdom Tel +44 (0)20 3088 0000
Fax +44 (0)20 3088 0088
www.allenovery.com
February 28, 2007
RE: PERMANENT MASTER ISSUER PLC ISSUE 2007-1 U.S. NOTES
Ladies and Gentlemen:
We have acted as English legal counsel and as United Kingdom tax counsel
to Permanent Master Issuer plc, a public limited company incorporated under the
laws of England and Wales (the ISSUING ENTITY), in connection with the issuance
of USD 1,000,000,000 Series 1 Class A Notes due January 2008, USD 1,500,000,000
Series 2 Class A1 Notes due January 2016, USD 1,000,000,000 Series 2 Class A2
Notes due January 2016, USD 1,350,000,000 Series 4 Class A Notes due October
2033, USD 43,000,000 Series 1 Class B Notes due July 2042 and USD 43,000,000
Series 1 Class C Notes due July 2042 (the ISSUE 2007-1 U.S. NOTES) by the
Issuing Entity. The Issue 2007-1 U.S. Notes will be issued pursuant to a trust
deed between The Bank of New York and the Issuing Entity.
As United Kingdom tax counsel, we have advised the Issuing Entity with
respect to the material United Kingdom tax consequences of the issuance of the
Issue 2007-1 U.S. Notes. This advice is summarized under the headings
"Summary--United Kingdom tax status" and "United Kingdom taxation"
(collectively, the DISCUSSIONS), each relating to the Issue 2007-1 Notes, in the
prospectus supplement and the prospectus, which has been filed with the
Securities and Exchange Commission. We hereby confirm that the opinions set
forth in the Discussions represent our opinions as to the matters of law covered
by them.
We hereby consent to the filing of this letter as an exhibit to the
Issuing Entity's report on Form 8-K dated the date hereof.
Very truly yours,
/s/ Allen & Overy LLP
Allen & Overy LLP
Allen & Overy LLP is a limited liability partnership registered in England and
Wales with registered number OC306763. It is regulated by the Law Society of
England and Wales. Allen & Overy LLP is a multi-jurisdictional law firm with
lawyers admitted to practise in a variety of jurisdictions. A list of the
members of Allen & Overy LLP and their professional qualifications is open to
inspection at its registered office, One Bishops Square, London, E1 6AO and at
the above address. Any reference to a partner in relation to Allen & Overy LLP
means a member, consultant or employee of Allen & Overy LLP.
Allen & Overy LLP or an affiliated undertaking has an office in each of:
Amsterdam, Antwerp, Bangkok, Beijing, Bratislava, Brussels, Budapest, Dubai,
Frankfurt, Hamburg, Hong Kong, London, Luxembourg, Madrid, Milan, Moscow, New
York, Paris, Prague, Rome, Shanghai, Singapore, Tokyo, Warsaw.