TIDM91RC
RNS Number : 9083H
NewDay Partnership Funding 2017-1
06 August 2021
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 advisers
as you deem necessary.
This Notice is addressed only to holders of the Notes 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, 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 FOR,
OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR,
ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY
JURISDICTION.
In accordance with normal practice, none of the Issuer, the
Negative Consent Coordinator, the Note Trustee, the Security
Trustee, the Agents or their affiliates (or their respective
directors, employees, officers, consultants or agents) expresses
any view or opinion whatsoever as to the Proposed LIBOR
Modification, the Proposed Amendments, the Amended Documents (each
as defined below) or the information set out in this Notice; and
none of the Issuer, the Negative Consent Coordinator, the Note
Trustee or the Security Trustee makes any representation or
recommendation whatsoever as to any action to be taken or not taken
by Noteholders in relation to the Proposed LIBOR Modification, the
Proposed Amendments, the Amended Documents or this Notice, or any
document prepared in connection with any of them. Accordingly, the
Issuer, the Negative Consent Coordinator, the Note Trustee and the
Security Trustee urge Noteholders who are in any doubt as to the
impact of the implementation of the Proposed LIBOR Modification,
the Proposed Amendments, the Amended Documents or this Notice or
any document prepared in connection with any of them (including any
tax or other consequences) to seek their own independent financial,
tax and legal advice. None of the Issuer, the Note Trustee, the
Security Trustee or the Negative Consent Coordinator has made, nor
will they make, any assessment of the merits of the Proposed LIBOR
Modification, the Proposed Amendments, the Amended Documents or
this Notice or of the impact of the Proposed LIBOR Modification,
the Proposed Amendments, the Amended Documents or this Notice on
the interests of the Noteholders either as a class or as
individuals.
NEWDAY PARTNERSHIP FUNDING 2017-1 PLC
1 Bartholomew Lane
London EC2N 2AX
United Kingdom
(the "Issuer")
NOTICE OF LIBOR MODIFICATION
to the holders of the following notes of the Issuer presently
outstanding
GBP222,300,000 Series 2017-1 Class A Asset-Backed Floating Rate
Notes due 2022
ISIN XS1674677767
GBP29,400,000 Series 2017-1 Class B Asset-Backed Floating Rate
Notes due 2022
ISIN XS1674678492
GBP22,200,000 Series 2017-1 Class C Asset-Backed Floating Rate
Notes due 2022
ISIN XS1674678575
GBP11,100,000 Series 2017-1 Class D Asset-Backed Floating Rate
Notes due 2022
ISIN XS1674678732
GBP8,700,000 Series 2017-1 Class E Asset-Backed Floating Rate
Notes due 2022
ISIN XS1674678815
GBP4,800,000 Series 2017-1 Class F Asset-Backed Floating Rate
Notes due 2022
ISIN XS1674678906
(the "Noteholders" and the "Notes", respectively)
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
NOTICE IS HEREBY GIVEN by the Issuer to the Noteholders in
accordance with Note Condition 18 (Notices) that the Issuer intends
to amend the terms and conditions of the Notes and the supporting
loan notes and trust interest on 15 September 2021, by amending the
documents specified in this notice (the "Notice") in order to
effect the Proposed LIBOR Modification (as defined below).
1. We refer to the note trust deed dated 17 October 2017 between
the Issuer and Citicorp Trustee Company Limited as note trustee (as
amended, supplemented and restated from time to time, the "Note
Trust Deed"), including the terms and conditions of the Notes set
out at Schedule 1 (Terms and Conditions of the Notes) thereto (the
"Note Conditions"), pursuant to which the Notes were constituted on
the terms and subject to the conditions contained therein.
Capitalised terms used but not otherwise defined herein shall have
the meanings given to them in the Note Trust Deed or the Issuer
Master Framework Agreement (as defined in the Note Trust Deed), as
applicable.
2. Pursuant to Note Condition 15(d) (Additional Right of
Modification in Relation to LIBOR Cessation), the Issuer may make
any modifications to the Note Trust Deed or the Note Conditions or
any other Issuer Documents (other than any Basic Terms
Modification) that the Issuer considers necessary for the purpose
of changing the Screen Rate (any such rate, a "LIBOR Replacement
Rate") and making such other related or consequential amendments as
are necessary or advisable in the reasonable judgment of the Issuer
to facilitate such change (a "LIBOR Modification"), provided that
such modification is undertaken due to the circumstances set out in
Note Condition 15(d)(i)(A), the LIBOR Replacement Rate is a rate
that satisfies Note Condition 15(d)(i)(B) and the other procedural
formalities of Note Condition 15(d) (Additional Right of
Modification in Relation to LIBOR Cessation) have been met.
3. The Issuer intends to amend the Note Conditions, the Series
2017-1 Loan Note Supplement, the Series 2017-1 Supplement and the
Global Note Certificates (the "Amended Documents") to:
(a) remove references to "LIBOR";
(b) introduce the definitions of "Screen" and "Reference Rate"
to refer to a Sterling Overnight Index Average ("SONIA")-based
rate;
(c) change the interest rate calculation provisions applicable
to the Series 2017-1 Investor Interest, the Rate of Interest (as
defined in the Note Conditions), the Series 2017-1 Loan Notes and
the Notes to refer to a SONIA-based rate; and
(d) make certain consequential amendments,
(the "Proposed LIBOR Modification").
The Amended Documents in blackline format can be viewed at the
following website
https://newday.co.uk/investor-relations/securitisation . The
changes set out therein are referred to in this Notice as the
"Proposed Amendments".
4. The Proposed LIBOR Modification is being undertaken due to:
(a) a public statement by the UK Financial Conduct Authority
(the "FCA"), as supervisor of the administrator of LIBOR, that
LIBOR will be permanently or indefinitely discontinued or will be
changed in an adverse manner; and
(b) a public statement by the FCA, as supervisor of the
administrator of LIBOR, that LIBOR may no longer be used or that
its usage is or will be subject to restrictions or adverse
consequences.
5. If the Proposed Amendments are to be implemented in
accordance with this Notice, the Issuer will execute a Written
Resolution authorising the Proposed Amendments which relate to the
Series 2017-1 Loan Note Supplement (to which the Security Trustee
is a party) and the Security Trustee will enter into such
documentation as is required to effect the Proposed Amendments in
reliance on such Written Resolution.
6. The SONIA-based rate which will, pursuant to the Proposed
LIBOR Modification, replace the LIBOR-based Screen Rate will be a
rate based on the compounded daily Sterling Overnight Index Average
plus a credit adjustment spread ("CAS") of 0.0326 per cent. per
annum. The CAS has been calculated on the 5-year historical median
lookback basis using principles outlined in the methodology for
such adjustments contained in the ISDA IBOR Fallback Supplement
(supplement number 70 to the 2006 ISDA Definitions, which can be
found at http://assets.isda.org/media/3062e7b4/23aa1658-pdf/).
7. Pursuant to Note Condition 15(d) (Additional Right of
Modification in Relation to LIBOR Cessation), the Note Trustee is
required to concur with the Issuer in making the Proposed LIBOR
Modification if:
(a) the Issuer (or the Cash Manager on its behalf) has certified
in writing to the Note Trustee that the Issuer or the Principal
Paying Agent (acting on behalf of the Issuer) have not been
notified by Noteholders representing at least 10 per cent. of the
aggregate Principal Amount Outstanding of the Most Senior Class of
Notes (being the Class A Notes) that they do not consent to the
Proposed LIBOR Modification within 30 calendar days of the date of
this Notice; and
(b) all other conditions set out in Note Condition 15(d)
(Additional Right of Modification in Relation to LIBOR Cessation)
have been satisfied.
8. Class A Noteholders who wish to notify the Issuer that they
do not consent to the Proposed LIBOR Modification must do so by 4
p.m. (London time) on 13 September 2021 (the "Deadline") in
accordance with the terms of this Notice. It is not anticipated
that any meetings of Noteholders will be held in respect of the
Proposed LIBOR Modifications.
9. NO ACTION IS REQUIRED TO BE TAKEN BY ANY NOTEHOLDER WHO DOES
NOT WISH TO OBJECT TO THE PROPOSED LIBOR MODIFICATION.
10. Any Class A Noteholder that wishes to notify the Issuer that
it does not consent to the Proposed LIBOR Modification must ensure
that:
(a) it gives electronic voting instructions to the relevant
clearing system (in accordance with that clearing system's
procedures):
(i) to reject the Proposed LIBOR Modification; and
(ii) specifying the full name of the direct participant
submitting the voting instruction and the account number(s) for the
party making the voting submission(s),
such that the Tabulation Agent will receive that Class A
Noteholder's voting instructions on or before the Deadline; and
(b) the relevant clearing system has received irrevocable
instructions (with which they have complied) to block the Notes
held by such Class A Noteholder in the securities account to which
they are credited with effect from and including the day on which
the electronic voting instruction is delivered to the relevant
clearing system so that no transfers may be effected in relation to
the Notes held by such Class A Noteholder at any time after such
date until the Deadline. Such instructions will only apply to the
Outstanding Principal Amount of Class A Notes blocked in the
relevant clearing system.
The Class A Notes should be blocked in accordance with the
procedures of the relevant clearing system and the deadlines
required by the relevant clearing system. Class A Noteholders
should note that clearing system deadlines may be different to the
Deadline set out herein, and as such Class A Noteholders who wish
to object to the Proposed LIBOR Modification should check the
relevant clearing system's procedures and deadlines ahead of the
Deadline.
11. Any beneficial owner of Class A Notes who is not a direct
participant in the clearing systems must contact its broker,
dealer, bank, custodian, trust company or other nominee to arrange
for the accountholder in the relevant clearing system through which
it holds Class A Notes to deliver an electronic voting instruction
in accordance with the requirements of the relevant clearing system
and procure that the Class A Notes are blocked in accordance with
the normal procedures of the relevant clearing system and the
deadlines imposed by such clearing system.
12. Each Class A Noteholder that wishes to object to the
Proposed LIBOR Modification should ensure that the relevant
blocking instructions to the relevant clearing system can be
allocated to the relevant electronic voting instruction. For the
avoidance of doubt, each electronic voting instruction must have an
individual matching blocking instruction.
13. By providing instructions as described above, each
beneficial owner of the Class A Notes authorises the clearing
systems at which their account is maintained to disclose to the
Tabulation Agent, the Principal Paying Agent, the Note Trustee and
the Issuer confirmation that they are the beneficial owner of such
Class A Notes and the Principal Amount Outstanding of such Class A
Notes.
14. If votes objecting to the Proposed LIBOR Modification are
received from holders of at least 10 per cent. of the aggregate
Principal Amount Outstanding of the Most Senior Class of Notes
(being the Class A Notes) by the Deadline, the Issuer will not be
entitled to enter into the Proposed Amendments unless an
Extraordinary Resolution of the holders of the Most Senior Class of
Notes (being the Class A Notes) in is subsequently passed approving
the Proposed Amendments. Following expiry of the Deadline, the
Tabulation Agent will calculate the number of objection
instructions received and notify each of the Issuer, the Note
Trustee and the Security Trustee. If the 10 per cent. threshold is
not reached and the other conditions of Note Condition 15(d) are
satisfied, the Issuer and the Note Trustee will enter into such
documentation as is required to effect the Proposed Amendments on
the Interest Payment Date falling in September 2021 (such date
being 15 September 2021) and Noteholders will be bound by such
Proposed Amendments. Votes delivered in favour of the Proposed
Amendments will not be counted.
15. Additional notifications will be made to Noteholders in
accordance with Note Condition 18 (Notices):
(a) as soon as reasonably practicable following the Deadline,
notifying Noteholders of the voting results; and
(b) if the Proposed LIBOR Modification is to be implemented, as
soon as reasonably practicable following the Interest Payment Date
falling in September 2021 (such date being 15 September 2021),
notifying Noteholders of the implementation of the Proposed
Amendments.
16. Noteholders with queries concerning the content of this
Notice are requested to contact the Issuer, with a copy to NewDay
Cards Ltd as Co-Arranger, BNP Paribas in its capacity as the
negative consent coordinator (the "Negative Consent Coordinator")
and Lucid Issuer Services Limited as tabulation agent (the
"Tabulation Agent") using the details set out below:
Contact Details:
Issuer: NEWDAY PARTNERSHIP FUNDING 2017-1 PLC
1 Bartholomew Lane
London EC2N 2AX
Email: directors-uk@intertrustgroup.com
Attention: the Directors
With a copy to:
Co-arranger: NEWDAY CARDS LTD
7 Handyside Street
London N1C 4DA
Email: Graham.Stanford@newday.co.uk
Attention: Graham Stanford
Negative Consent Coordinator: BNP PARIBAS
16 boulevard des Italiens
75009 Paris, France
with a copy to:
10 Harewood Avenue
London, NW1A 6AA
United Kingdom
Tel: +442075953770
Attention: Bilal Husain, Sahil Khanna
Email: dl.synspgeurope@uk.bnpparibas.com
Tabulation Agent: Lucid Issuer Services Limited
Tankerton Works, 12 Argyle Walk
London WC1H 8HA
Tel: +44 207 704 0880
Attention: David Shilson
Email: newday@lucid-is.com
This Notice is given by
NEWDAY PARTNERSHIP FUNDING 2017-1 PLC
as Issuer
Dated 6 August 2021
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END
STRUNAVRAAUWRAR
(END) Dow Jones Newswires
August 06, 2021 11:15 ET (15:15 GMT)
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