Gracechurch Card Programme Fdg PLC Notice to Noteholders (6509L)

TIDM40XQ

RNS Number : 6509L

Gracechurch Card Programme Fdg PLC

16 May 2022

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisors as you deem necessary.

This Notice is addressed only to holders of the Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons.

If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUING ENTITY OR ANY OTHER ENTITY IN ANY JURISDICTION.

10230563686-v7 70-41034730

GRACECHURCH CARD PROGRAMME FUNDING PLC

1 Churchill Place London

E14 5HP

(as the "Issuing Entity") NOTICE OF AMENDMENT

to the holders of the following notes of the Issuing Entity presently outstanding

GBP1,500,000,000 Series 15-1 Class A Floating Rate Asset-Backed Notes, ISIN: XS1321880418 ("Class A Notes") and GBP264,706,000 Series 15-1 Class D Floating Rate Asset-Backed Notes, ISIN: XS1321880509 ("Class D Notes") due 2023

(the "Noteholders" and the "Notes", respectively)

We refer to the note trust deed dated 29 September 2011 between the Issuing Entity and The Bank of New York Mellon, acting through its London branch as note trustee (as amended and restated from time to time, the "Note Trust Deed"), including the terms and conditions of the Notes set out at Schedule 1 thereto (the "Conditions"), pursuant to which the Notes were constituted on the terms and subject to the conditions contained therein.

NOTICE IS HEREBY GIVEN by the Issuing Entity to the Noteholders in accordance with Condition 16 (Notices) that the Issuing Entity has amended the Notes and medium term note certificate on 16 May 2022 by amending the documents specified in this notice.

The Notes

The Series 15-1 Note Trust Deed Supplement and the Series 15-1 Final Terms will be amended as prescribed below:

a) The maturity date of the Notes will be extended. The Scheduled Redemption Date will be amended from 15 November 2023 to 15 November 2028. The Final Redemption Date will be amended from 15 November 2025 to 15 November 2030.

b) The Margin will be amended from 0.47498 per cent to 0.70 per cent in respect of the Class A Notes and from 0.02489 per cent to 5.00 per cent in respect of the Class D Notes in the Final Terms.

c) The Controlled Accumulation Period will be changed from 31 October 2022 through 31 October 2023 to 31 October 2027 through 31 October 2028.

The Series 15-1 medium term note certificate

The Series 15-1 MTN Supplement to the Security Trust Deed and MTN Cash Management Agreement and the MTN Final Terms will be amended as prescribed below:

   b)         The Margin will be amended from 0.40739 per cent to 1.3450 per cent.

c) The Controlled Accumulation Period will be changed from 31 October 2022 through 31 October 2023 to 31 October 2027 through 31 October 2028.

Copies of the Note Trust Deed and related documents may be inspected in electronic or physical form during usual business hours at the registered office of the Issuing Entity or the Principal Paying Agent. Capitalised terms used but not otherwise defined herein shall have the meanings given to them in the documents specified in this notice, as applicable.

Noteholders with queries concerning the content of this Notice are kindly requested to contact the Issuing Entity using the details set out below:

 
   Contact Details: 
   Issuing Entity:                            1 Churchill Place London 
                                               E14 5HP 
                                               Facsimile: + 44 20 7398 6325 Attention: 
                                               the Directors

This Notice is given by

GRACECHURCH CARD PROGRAMME FUNDING PLC

as Issuing Entity

Dated 16 May 2022

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END

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May 16, 2022 08:57 ET (12:57 GMT)

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