Icsl1 56 Regulatory News (99XB)

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 ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.

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.

Income Contingent Student Loans 1 (2002-2006) PLC

(Registered Number: 10596240)

1 Bartholomew LaneLondon, United Kingdom, EC2N 2AX

(the "Issuer")

NOTICE OF RESULTS OF NEGATIVE CONSENT PROCESS

to the holders of the following notes of the Issuer presently outstanding

£336,606,941.92 Class A1 Asset-Backed Floating Rate Notes due 2056 (ISIN: XS1722900518), £602,954,305.00 Class A2 Asset-Backed Fixed Rate Notes due 2056 (ISIN: XS1722900864), £120,610,000 Class B Notes due 2056 (ISIN: XS1722900948) and £1,919,125,000 Class X Notes due 2056(the "Noteholders" and the "Notes", respectively)

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.

On 26 March 2021, in accordance with Condition 16 (Notices to Noteholders), the Issuer announced an intention to amend the Conditions of the Notes (by supplementing the Note Trust Deed) and the Master Definitions and Construction Agreement on or around 6 May 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 in respect of the Class A1 Notes.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Notice of Base Rate Modification.

Pursuant to Clause 9.2 of the Note Trust Deed and Condition 14.3 (Additional modification rights), the Note Trustee is required to concur with the Issuer in making the Proposed Base Rate Modification if:

(a) the Issuer has certified in writing to the Note Trustee that it has not been notified that Noteholders representing at least 10 per cent. of the aggregate Note Principal Amount of either the Class A1 Notes or the Class A2 Notes then Outstanding do not consent to the Proposed Base Rate Modification; and

(b) all other conditions set out in Condition 14.3 (Additional modification rights) have been satisfied,

(the "Negative Consent Process").

Noteholders holding Class A1 Notes or Class A2 Notes as at 6 April 2021 (the "Base Rate Modification Record Date") who wished to notify the Issuer that they objected to the Proposed Amendments must have done so in accordance with the procedures set out in the Notice of Base Rate Modification by 4 p.m. (London time) on 26 April 2021 (such time and date, the "Deadline"). No physical meetings of Noteholders has been or will be held in connection with the Negative Consent Process.

The Deadline has passed and the Issuer now announces the results of the Negative Consent Process.

Outcome of the Negative Consent Process

Following expiry of the Deadline, the Tabulation Agent has calculated the number of voting instructions received and has notified each of the Issuer, the Cash Manager, the Note Trustee and the Security Trustee. No "Reject" votes were received from Noteholders holding Class A1 Notes or Class A2 Notes in accordance with the procedures set out in the Notice of Base Rate Modification prior to the Deadline. As such, the Issuer, the Note Trustee, the Security Trustee and the other parties to the Amended Documents, subject to the satisfaction of the other procedural formalities of Clause 9.2 of the Note Trust Deed and Condition 14.3, will enter into the Amended Documents on or around 6 May 2021.

Summary of the Proposed Base Rate Modification

The Issuer proposes to amend the Conditions (by supplementing the Note Trust Deed) and the Master Definitions and Construction Agreement (the Note Trust Deed and the Master Definitions and Construction Agreement being the "Amended Documents") as described below to:

(a) remove references to "LIBOR";

(b) change the Applicable Base Rate to refer to a "SONIA" based rate;

(c) change the interest rate calculation provisions in relation to the Applicable Base Rate to refer to a "SONIA" based rate; and

(d) change the margin payable on the Class A1 Notes to the Adjusted Margin calculated and determined in accordance with Appendix 1 (Note Rate Maintenance Adjustment) of the Notice of Base Rate Modification.

Further information can be obtained directly from the Issuer, the Secretary of State for Education in its capacity as the Master Servicer, HSBC Bank plc in its capacity as the solicitation agent (the "Solicitation Agent") or Lucid Issuer Services Limited as tabulation agent (the "Tabulation Agent") using the details set out below.

Contact Details:

This Notice is given by

Income Contingent Student Loans 1 (2002-2006) PLC as Issuer

Dated 27 April 2021