23 Feb 2021 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THIS NOTICE OR THE ELECTRONIC TRANSMISSION THEREOF 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 ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.
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.
UK MiFIR professionals/ECPs-only - Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes referred to in this Notice are not available to retail investors in the EEA or in the UK.
If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other financial, tax or legal 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 (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.
In accordance with normal practice, none of the Issuer, the Solicitation Agent, 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 Base Rate Modification, the Proposed Amendments, the Amended Documents (each as defined below) or the information set out in this Notice; and none of the Solicitation Agent, the Note Trustee nor 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 Base Rate Modification, the Proposed Amendments, the Amended Documents or this Notice, or any document prepared in connection with any of them.
Accordingly, the Issuer, the Solicitation Agent, the Note Trustee and the Security Trustee urge Noteholders who are in doubt as to the impact of the implementation of the Proposed Base Rate 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. Each of the Issuer, the Note Trustee, the Security Trustee and the Solicitation Agent has not made, nor will they make, any assessment of the merits of the Proposed Base Rate Modification, the Proposed Amendments, the Amended Documents or this Notice or of the impact of the Proposed Base Rate Modification, the Proposed Amendments, the Amended Documents or this Notice on the interests of the Noteholders either as a class or as individuals.
GOSFORTH FUNDING 2017‑1 PLC8th Floor100 BishopsgateLondon EC2N 4AGUnited Kingdom(the "Issuer")
NOTICE OF RESULTS OF BASE RATE MODIFICATION
to the holders of the following notes of the Issuer presently outstanding
US$421,053,000 (current amount outstanding US$46,427,409) Class A1a Mortgage Backed Floating Rate Notes due 2059Reg S ISIN: XS1679333432; Rule 144A ISIN: US383121AA85; CUSIP: 383121 AA8(the "Class A1a Notes")
£222,726,000 (current amount outstanding £24,558,882) Class A1b Mortgage Backed Floating Rate Notes due 2059Reg S ISIN: XS1679333945; Rule 144A ISIN: XS1679334240(the "Class A1b Notes")
£473,685,000 (current amount outstanding £473,685,000) Class A2 Mortgage Backed Floating Rate Notes due 2059Reg S ISIN: XS1679335486; Rule 144A ISIN: XS1679335643(the "Class A2 Notes")
£46,073,000 (current amount outstanding £46,073,000) Class M Mortgage Backed Floating Rate Notes due 2059Reg S ISIN: XS1679337185; Rule 144A ISIN: XS1679337342(the "Class M Notes")
£97,904,000 (current amount outstanding £97,904,000) Class Z Mortgage Backed Fixed Rate Notes due 2059Reg S ISIN: XS1679337425; Rule 144A ISIN: XS1679337698(the "Class Z Notes")
(together, the "Noteholders" and the "Notes", respectively)
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.
On 22 January 2021, in accordance with Condition 14 (Notice to Noteholders), the Issuer announced an intention to amend the Relevant Notes with effect from 19 March 2021 (with pricing in relation to the amendment of the Relevant Margins and the Step-Up Margins set to occur on 24 February 2021) (the Notice of Base Rate Modification) by amending the documents specified in the Notice of Base Rate Modification in order to effect the Proposed Base Rate Modification.
Capitalised terms used but not otherwise defined herein shall have the meanings given to them in the Notice of Base Rate Modification.
Background
Pursuant to Condition 11(F)(a)(iii) (Additional Right of Modification), it is a condition to the Note Trustee concurring with the Issuer in making the Proposed Base Rate Modification that the Issuer has certified in writing to the Note Trustee that it has not been notified in writing (or otherwise in accordance with the then current practice of any applicable clearing system through which such Notes may be held) by Noteholders representing at least 10% of the aggregate Sterling Equivalent Principal Amount Outstanding of the Most Senior Class of Notes then outstanding (being the Class A Notes) that such Noteholders do not consent to the Proposed Base Rate Modification within 30 calendar days of the date of the Notice of Base Rate Modification (the Negative Consent Process).
Class A Noteholders who wished to notify the Issuer that they objected to the Proposed Base Rate Modification must have done so in accordance with the procedures set out in the Notice of Base Rate Modification by 4.00 p.m. (London time) on 22 February 2021 (such time and date being the Deadline). No physical or virtual meeting of Noteholders has been or will be held in connection with the Negative Consent Process.
Outcome of the Negative Consent Process
The Deadline has now passed and the Issuer now announces the results of the Negative Consent Process.
NOTICE IS HEREBY GIVEN to the Noteholders in accordance with Condition 14 (Notice to Noteholders) that the voting results are as follows:
Details of the Notes | Reg S ISIN | Outstanding Principal Amount | Outcome of Negative Consent Process |
US$421,053,000 Class A1a Mortgage Backed Floating Rate Notes due 2059 | XS1679333432 | US$46,427,409 | Less than 10% of the aggregate Sterling Equivalent Principal Amount Outstanding of the Most Senior Class of Notes then outstanding have objected to the Proposed Base Rate Modification. |
£222,726,000 Class A1b Mortgage Backed Floating Rate Notes due 2059 | XS1679333945 | £24,558,882 | |
£473,685,000 Class A2 Mortgage Backed Floating Rate Notes due 2059 | XS1679335486 | £473,685,000 | |
£46,073,000 Class M Mortgage Backed Floating Rate Notes due 2059 | XS1679337185 | £46,073,000 | |
£97,904,000 Class Z Mortgage Backed Fixed Rate Notes due 2059 | XS1679337425 | £97,904,000 |
Following the expiry of the Deadline, the Tabulation Agent has calculated the number of voting instructions received and has notified each of the Issuer, the Servicer, the Note Trustee and the Security Trustee. The "Reject" votes which have been received in accordance with the procedures set out in the Notice of Base Rate Modification from Class A Noteholders are less than the threshold of 10% of the aggregate Sterling Equivalent Principal Amount Outstanding of the Class A Notes then outstanding at the Deadline. As such, the Issuer, the Note Trustee, the Security Trustee and the other parties to the Deed of Amendment and Restatement, subject to the satisfaction of the other requirements of Condition 11(F)(a)(iii) (Additional Right of Modification), will enter into the Deed of Amendment and Restatement shortly after the Pricing Time, with the Proposed Amendments to take effect from the Interest Payment Date falling in March 2021, being 19 March 2021.
Summary of the Proposed Base Rate Modification
1. the Rate of Interest for the £222,726,000 Class A1b Mortgage Backed Floating Rate Notes due 2059, £473,685,000 Class A2 Mortgage Backed Floating Rate Notes due 2059 and £46,073,000 Class M Mortgage Backed Floating Rate Notes due 2059 issued by Gosforth Funding 2017-1 plc will be converted from a LIBOR to a SONIA basis, with a consequential adjustment to the Relevant Margin and the Step-up Margin of each of the Class A1b, Class A2 and Class M Notes;
2. to amend the Basis Rate Swap Agreements such that the "Floating Rate Option" is calculated by reference to a "SONIA"-based rate;
3. to change the "Party B Floating Rate Option" in the confirmation to the Currency Swap Agreement from a "LIBOR"-based rate to a "SONIA"-based rate; and
4. each of the Adjusted Margins, the Adjusted Step-Up Margins, the LIBOR vs SONIA Interpolated Basis, the Forward Adjustment Spread and the Step-Up Margin Adjustment (each as defined in Appendix 1 of the Notice of Base Rate Modification) will be calculated by the Solicitation Agent at the Pricing Time on the Pricing Date. Following the Pricing Time, an announcement will be made available to the Noteholders notifying them of the Adjusted Margins, the Adjusted Step-Up Margins, the LIBOR vs SONIA Interpolated Basis, the Forward Adjustment Spread and the Step-Up Margin Adjustment
Further information can be obtained directly from Lloyds Bank Corporate Markets plc in capacity as solicitation agent (the Solicitation Agent) and Lucid Issuer Services Limited as tabulation agent (the Tabulation Agent) as set out below.
Contact Details:
Issuer:
Gosforth Funding 2017‑1 plc8th Floor100 BishopsgateLondon EC2N 4AG
Email: corpservices@lawdeb.com
Attention: Mark Filer / Rich Lynn
With a copy to:
Clydesdale Bank PLC30 St Vincent Place
Glasgow
G1 2HL
Email: TreasuryFunding@Virginmoney.com
Attention: Treasury Funding
Solicitation Agent:
Lloyds Bank Corporate Markets plc10 Gresham StreetLondon EC2V 7AEUnited Kingdom
Tel: +44 20 7158 1726 / 1719
Email: liability.management@lloydsbanking.com
Attention: Liability Management
Tabulation Agent:
Lucid Issuer Services LimitedTankerton Works12 Argyle WalkLondon WC1H 8HAUnited Kingdom
Tel: +44 20 7704 0880
Attention: Owen Morris
Email: virginmoney@lucid‑is.com
This Notice is given by
GOSFORTH FUNDING 2017‑1 PLC
as Issuer
Dated 23 February 2021