TIDM11FN
RNS Number : 6489L
Fosse Master Issuer PLC
01 May 2020
Notice to Noteholders
Fosse Master Issuer plc
1 May 2020
FOSSE MASTER ISSUER PLC
(a public company incorporated with limited liability in England
and Wales
with registered number 5925693)
(the Company)
NOTICE
to the holders of:
$250,000,000 Class A5 Asset Backed Fixed Rate Notes due October
2054
(ISIN XS0715271663/US34988MAX48)
GBP233,965,000 Class Z Asset Backed Floating Rate Notes due
October 2054
(ISIN XS0715271747)
(together, the Issue 2011-2 Notes)
and to the holders of:
GBP750,000,000 Class A1 Asset Backed Floating Rate Notes due
October 2054
(ISIN XS2065728920)
GBP500,000,000 Class A2 Asset Backed Floating Rate Notes due
October 2054
(ISIN XS2065729654)
GBP215,460,000 Class Z Asset Backed Floating Rate Notes due
October 2054
(ISIN XS2065730074)
(together, the Issue 2019-1 Notes and, together with the Issue
2011-2 Notes, the Outstanding Notes),
each issued by the Company and constituted by a trust deed dated
28 November 2006, as supplemented and amended on 1 August 2007, 21
August 2008, 11 March 2010, 9 September 2010, 21 April 2011, 27
April 2012, 23 May 2012, 19 August 2013, 9 October 2014, 29 April
2016, 7 December 2018 and 13 September 2019 between the Company and
The Bank of New York Mellon, acting through its London Branch in
its capacity as trustee for the holders of the Outstanding
Notes.
1. EXTRAORDINARY PAYMENT HOLIDAYS - AMENDMENTS TO TRANSACTION DOCUMENTS
This Notice provides a summary of the main amendments (the
Amendments) made to the Transaction Documents to address any
arrangements made in extraordinary circumstances by the Seller with
Borrowers, where such Borrowers will make no payments in respect of
the Loans for a specified period without such Loans becoming In
Arrears (Extraordinary Payment Holidays), such arrangements being
made pursuant to the Seller's obligations as Servicer under
Principle 6 (A firm must pay due regard to the interests of its
customers and treat them fairly) of the FCA Handbook and Mortgage
Conduct of Business rule 2.5A.1R (A firm must act honestly, fairly
and professionally in accordance with the best interests of its
customer). In this respect, following guidance from the FCA on how
they expect mortgage lenders and administrators to treat customers
fairly during the coronavirus crisis, the Company notes that the
Seller has determined that the current coronavirus pandemic amounts
to such extraordinary circumstances.
1.1 Redirection of the Seller's share of Mortgages Trust
Available Revenue Receipts to Funding 1
The granting of Extraordinary Payment Holidays results in a
corresponding decrease in Mortgages Trust Available Revenue
Receipts available to the Mortgages Trustee to distribute to
Funding 1 on each Distribution Date.
To address any resultant decrease in Funding 1 Available Revenue
Receipts, with the current amendments, the Seller shall direct that
a cash payment is made to Funding 1 on each Distribution Date in an
amount equal to Funding 1's share of the aggregate amount of the
interest that would have been due during the Trust Calculation
Period immediately preceding the current Distribution Date in
respect of any Loans which are the subject of an Extraordinary
Payment Holiday (the Extraordinary Payment Holiday Amount). To
effect such cash payment the Seller's share of Mortgages Trust
Available Revenue Receipts shall be reduced on each Distribution
Date by such amount and Funding 1's share of Mortgages Trust
Available Revenue Receipts increased accordingly.
The Seller has agreed to such a reduction in its share of
Mortgages Trust Available Revenue Receipts in anticipation of
either (a) an increase in the Seller Share, to the extent that any
Extraordinary Payment Holiday Amount or part thereof becomes
capitalised, or (b) receipt by the Seller of additional amounts
after application of the Funding 1 Priority of Payments.
If the Seller's share of Mortgages Trust Available Revenue
Receipts on any Distribution Date is insufficient to cover Funding
1's share of any Extraordinary Payment Holiday Amount, the Seller
shall be required to make a cash payment on the subsequent
Distribution Date in an amount equal to such shortfall to the
extent the shortfall amount is capitalised. Payment of any such
Seller Contribution to the Mortgages Trustee will be a Revenue
Receipt in respect of the relevant Loan and the Seller Share shall
increase by a corresponding amount.
In respect of any shortfall amount that is not capitalised, the
Seller may fund such shortfall pursuant to the Extraordinary
Payment Holiday Start-up Loan Agreement described below.
1.2 New Start-up Loan Agreement
Funding 1 and the Seller shall enter into an Extraordinary
Payment Holiday Start-up Loan Agreement (the Agreement) pursuant to
which the Seller will grant to Funding 1, on each Funding 1
Interest Payment Date, and upon the terms and subject to the
conditions thereto, the Extraordinary Payment Holiday Start-up Loan
Facility in an aggregate amount not to exceed the Maximum Advance
Amount. If the conditions set out in the Agreement have been met,
the Seller may (but shall not be obliged to) make Advances
available to Funding 1.
The Agreement provides that Funding 1 may request an Advance in
an amount equal to the lower of (i) the Maximum Advance Amount
(being the aggregate of all Extraordinary Payment Holiday Amounts
in respect of affected Borrowers) and (b) any shortfall in the
amount of the Funding 1 Available Revenue Receipts (if such Advance
were excluded) required to pay or provide for the amounts in
paragraphs (a) to (u) (inclusive) of the Funding 1 Pre-Acceleration
Revenue Priority of Payments.
Funding 1 is required to use each Advance as Funding 1 Available
Revenue Receipts to be applied towards making the payments and
provisions referred to in paragraphs (a) to (u) (inclusive) of the
Funding 1 Pre-Acceleration Revenue Priority of Payments.
Funding 1 will make repayments toward the Extraordinary Payment
Holiday Start-up Loan (and any capitalised interest) on each
Funding 1 Interest Payment Date if, and to the extent that, there
are Funding 1 Available Revenue Receipts available therefor after
making the payments and provisions referred to in paragraphs (a) to
(u) (inclusive) of the Funding 1 Pre-Acceleration Revenue Priority
of Payments, until the Extraordinary Payment Holiday Start-up Loan
and any accrued but unpaid interest thereon has been fully
repaid.
The Extraordinary Payment Holiday Start-Up Loan Provider, acting
as the New Funding 1 Secured Creditor, shall also enter into an
accession deed (the Accession Deed) pursuant to which the New
Funding 1 Secured Creditor will accede to the provisions of the
Funding 1 Deed of Charge.
2. REVISED TRANSACTION DOCUMENTS
The following Transaction Documents (the Amended Transaction
Documents) have been amended and/or restated or supplemented in the
process of making the Amendments described above:
1. the Mortgages Trust Deed;
2. the Master Definitions and Construction Schedule; and
3. the Cash Management Agreement.
The Amended Transaction Documents, the Accession Deed and the
Extraordinary Payment Holiday Start-up Loan Agreement will be
available for viewing electronically by the holders of the
Outstanding Notes via the following link:
https://www.santander.co.uk/uk/about-santander-uk/investor-relations/fosse-master-trust
In addition, copies of the Amended Transaction Documents, the
Accession Deed and the Extraordinary Payment Holiday Start-up Loan
Agreement will be available for inspection by the holders of the
Outstanding Notes at the following office of the Principal Paying
Agent.
Citibank, N.A., London Branch
CitigroupCentre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Capitalised terms used in this Notice shall, unless defined
herein or the context otherwise requires, bear the meanings given
to them in the Twelfth Amended and Restated Master Definitions and
Construction Schedule dated 30 April 2020 and the Eighth Amended
and Restated Master Issuer Master Definitions and Construction
Schedule dated 13 September 2019, which can also be viewed via the
link provided above and/or obtained from the office of the
Principal Paying Agent specified above.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
STRABMLTMTTMMRM
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May 01, 2020 05:28 ET (09:28 GMT)
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