14 Jan 2022 15:58
Wellesley Secured Finance PLC
Notice to Noteholders
14 January 2022
COMPANY ANNOUNCEMENT
WELLESLEY SECURED FINANCE PLC (the "Issuer")
Notice to holders of:
Sterling denominated 5.5% Bond B Notes due 2020 (ISIN XS1768133693)
Sterling denominated 5.5% Bond C Notes due 2021 (ISIN XS1768133859)
Sterling denominated 4.2% Series 8 Notes due 2020 (ISIN XS1675745993)
Sterling denominated 4.7% Series 9 Notes due 2020 (ISIN XS1692332098)
Sterling denominated 4.3% Series 10 Notes due 2020 (ISIN XS1713864384)
Sterling denominated 4.75% Series 11 Notes due 2021 (ISIN XS1742524751)
Sterling denominated 5.5% Series 13 Notes due 2021 (ISIN XS1787453361)
Sterling denominated 5.5% Series 14 Notes due 2021 (ISIN XS1812070784)
Sterling denominated 5.5% Series 15 Notes due 2021 (ISIN XS1839012736)
Sterling denominated 4.65% Series 16 Notes due 2021 (ISIN XS1863367717)
Sterling denominated 4% Series 24 Notes due 2022 (ISIN XS2024764818)
Sterling denominated 4% Series 27 Notes due 2022 (ISIN XS2033324919)
Sterling denominated 4.75% Series 28 Notes due 2021 (ISIN XS2040115912)
Sterling denominated 3% Series 29 Notes due 2020 (ISIN XS2044333487)
Sterling denominated 4% Series 30 Notes due 2022 (ISIN XS2044349566)
Sterling denominated 4.75% Series 31 Notes due 2021 (ISIN XS2049057032)
Sterling denominated 3.5% Series 32 Notes due 2021 (ISIN XS2051060734)
Sterling denominated 3% Series 33 Notes due 2020 (ISIN XS2059787478)
Sterling denominated 3.5% Series 34 Notes due 2021 (ISIN XS2059787809)
Sterling denominated 4% Series 35 Notes due 2022 (ISIN XS2059788526)
Sterling denominated 4% Series 36 Notes due 2022 (ISIN XS2066686283)
Sterling denominated 3% Series 37 Notes due 2020 (ISIN XS2076831671)
Sterling denominated 3.5% Series 38 Notes due 2021 (ISIN XS2076832133)
Sterling denominated 4% Series 39 Notes due 2022 (ISIN XS2076832992)
Sterling denominated 3% Series 40 Notes due 2020 (ISIN XS2081461738)
Sterling denominated 4% Series 42 Notes due 2022 (ISIN XS2081462892)
Sterling denominated 3% Series 43 Notes due 2020 (ISIN XS2089977776)
Sterling denominated 4% Series 45 Notes due 2022 (ISIN XS2089978154)
Sterling denominated 3% Series 46 Notes due 2021 (ISIN XS2094512394)
Sterling denominated 4% Series 47 Notes due 2023 (ISIN XS2094513285)
Sterling denominated 3% Series 48 Notes due 2021 (ISIN XS2103222050)
Sterling denominated 4% Series 49 Notes due 2023 (ISIN XS2103222480)
Sterling denominated 3.5% Series 50 Notes due 2022 (ISIN XS2106617272)
Sterling denominated 3% Series 51 Notes due 2021 (ISIN XS2117460175)
Sterling denominated 4% Series 52 Notes due 2023 (ISIN XS2117460415)
Sterling denominated 2.9595% Series 53 Notes due 2021 (ISIN XS2128433427)
Sterling denominated 3.9285% Series 54 Notes due 2023 (ISIN XS2128433690)
Sterling denominated 2.9595% Series 55 Notes due 2021 (ISIN XS2136624652)
Sterling denominated 3.9285% Series 56 Notes due 2023 (ISIN XS2136625386) (together, the "Notes")
This announcement contains inside information and is made by the Issuer pursuant to Regulation (EU) No. 596/2014 (the "Market Abuse Regulation") and Regulation (EU) 2016/1055 (the "Implementing Technical Standards") relating thereto.
NOTICE IS HEREBY GIVEN that further to the notice sent to Noteholders by the Issuer on 20 October 2020, 06 November 2020, 21 December 2020 and 06 July 2021, the Issuer has, with assistance from the Loan Servicer, recalculated the amounts it anticipates being able to pay to Noteholders as set out below.
Following the sale of the Borrower Loans by Wellesley Finance plc to Cloverleaf 376 Limited, the Issuer had expected to receive a total payment of £5,321,114 in satisfaction of the final consideration amount payable under the terms of that sale. As at 31 December 2021, the Issuer has only received monies totalling £1,330,278.50 and anticipates payment of the remaining £3,990,835.50 from Cloverleaf 376 Limited on or before 28 February 2022. Under the terms of the sale agreement, Cloverleaf 376 Limited has a grace period of 60 days within which it is required to make the full amount of the final payment. Pending receipt of the full amount due from Cloverleaf 376 Limited, the Issuer has determined to defer the payment due to Noteholders on 31 December 2021 to the date falling 10 Business Days after receipt of such full amount. The Issuer will therefore be in a position to make payments of the amounts due to be paid on 31 December 2021 on or before 15 March 2022. Pending such payment, the Issuer has transferred the amount of £1,344,031.94 to the applicable Issuer Collateral Account for each Series in the amounts set out below to ensure that the funds held by the Issuer are secured in favour of Noteholders. The shortfall amounts identified below in relation to each Series will constitute a shortfall in accordance with the Conditions of the Notes.
Total Nominal Amount Outstanding | Maturity Date | Total amount of principal and interest paid on 10/11/2020, 31/12/2020 and 30/06/2021 | Total amount of principal and interest due to be paid on 31/12/2021 | Total amount received by Issuer by 31/12/2021 and transferred to Issuer Collateral Account | Total amount to be received by Issuer by 28/02/2022 | Total amount of principal and interest to be paid by 15/03/2022 | Total shortfall of principal | Total Return / Original Capital | |
Bond B Notes (ISIN XS1768133693) | £550,000.00 | 22/10/2020 | £256,418.13 | £147,544.03 | £36,886.01 | £110,658.02 | £147,544.03 | £148,558.57 | 73.45% |
Bond C Notes (ISIN XS1768133859) | £491,000.00 | 05/02/2021 | £208,548.52 | £122,916.28 | £30,729.07 | £92,187.21 | £122,916.28 | £170,787.41 | 67.51% |
Series 8 Notes (ISIN XS1675745993) | £315,000.00 | 04/10/2020 | £173,648.81 | £89,402.99 | £22,350.75 | £67,052.24 | £89,402.99 | £53,050.70 | 83.51% |
Series 9 Notes (ISIN XS1692332098) | £282,000.00 | 06/11/2020 | £90,832.81 | £83,238.25 | £20,809.56 | £62,428.69 | £83,238.25 | £110,139.82 | 61.73% |
Series 10 Notes (ISIN XS1713864384) | £193,000.00 | 20/12/2020 | £116,352.43 | £55,843.64 | £13,960.91 | £41,882.73 | £55,843.64 | £45,700.80 | 89.22% |
Series 11 Notes (ISIN XS1742524751) | £333,000.00 | 05/02/2021 | £164,090.91 | £96,547.30 | £24,136.83 | £72,410.47 | £96,547.30 | £78,955.19 | 78.27% |
Series 13 Notes (ISIN XS1787453361) | £1,084,000.00 | 05/04/2021 | £517,549.13 | £314,286.67 | £78,571.67 | £235,715.00 | £314,286.67 | £286,917.24 | 76.74% |
Series 14 Notes (ISIN XS1812070784) | £766,000.00 | 15/06/2021 | £371,363.11 | £222,087.79 | £55,521.95 | £166,565.84 | £222,087.79 | £204,123.62 | 77.47% |
Series 15 Notes (ISIN XS1839012736) | £378,000.00 | 06/08/2021 | £190,060.03 | £109,594.59 | £27,398.65 | £82,195.94 | £109,594.59 | £97,389.02 | 79.27% |
Series 16 Notes (ISIN XS1863367717) | £219,000.00 | 17/09/2021 | £112,910.89 | £63,494.65 | £15,873.66 | £47,620.99 | £63,494.65 | £52,791.10 | 80.55% |
Series 24 Notes (ISIN XS2024764818) | £855,000.00 | 26/07/2022 | £378,315.96 | £247,892.40 | £61,973.10 | £185,919.30 | £247,892.40 | £271,498.89 | 73.24% |
Series 27 Notes (ISIN XS2033324919) | £356,000.00 | 22/08/2022 | £152,235.03 | £104,744.43 | £26,186.11 | £78,558.32 | £104,744.43 | £116,802.75 | 72.19% |
Series 28 Notes (ISIN XS2040115912) | £302,000.00 | 16/02/2021 | £130,050.27 | £88,856.48 | £22,214.12 | £66,642.36 | £88,856.48 | £89,072.85 | 72.49% |
Series 29 Notes (ISIN XS2044333487) | £259,000.00 | 03/10/2020 | £112,544.94 | £76,204.12 | £19,051.03 | £57,153.09 | £76,204.12 | £70,898.44 | 72.88% |
Series 30 Notes (ISIN XS2044349566) | £604,000.00 | 03/10/2022 | £170,665.05 | £177,711.97 | £44,427.99 | £133,283.98 | £177,711.97 | £285,792.78 | 57.68% |
Series 31 Notes (ISIN XS2049057032) | £485,000.00 | 04/03/2021 | £205,573.33 | £142,699.51 | £35,674.88 | £107,024.63 | £142,699.51 | £148,250.76 | 71.81% |
Series 32 Notes (ISIN XS2051060734) | £236,000.00 | 03/10/2021 | £101,903.85 | £69,437.00 | £17,359.25 | £52,077.75 | £69,437.00 | £73,617.71 | 72.60% |
Series 33 Notes (ISIN XS2059787478) | £306,000.00 | 05/11/2020 | £130,657.25 | £90,033.33 | £22,508.33 | £67,525.00 | £90,033.33 | £86,839.41 | 72.12% |
Series 34 Notes (ISIN XS2059787809) | £220,000.00 | 05/11/2021 | £95,248.27 | £64,729.61 | £16,182.40 | £48,547.21 | £64,729.61 | £69,015.71 | 72.72% |
Series 35 Notes (ISIN XS2059788526) | £284,000.00 | 05/11/2022 | £121,011.36 | £83,560.17 | £20,890.04 | £62,670.13 | £83,560.17 | £93,614.27 | 72.03% |
Series 36 Notes (ISIN XS2066686283) | £2,048,000.00 | 25/10/2022 | £554,503.02 | £593,780.91 | £148,445.23 | £445,335.68 | £593,780.91 | £1,008,833.51 | 56.07% |
Series 37 Notes (ISIN XS2076831671) | £421,000.00 | 20/11/2020 | £189,421.20 | £122,060.95 | £30,515.24 | £91,545.71 | £122,060.95 | £111,622.86 | 73.99% |
Series 38 Notes (ISIN XS2076832133) | £242,000.00 | 20/11/2020 | £107,118.27 | £70,163.77 | £17,540.94 | £52,622.83 | £70,163.77 | £66,131.24 | 73.26% |
Series 39 Notes (ISIN XS2076832992) | £1,867,000.00 | 20/11/2022 | £509,011.91 | £541,302.81 | £135,325.70 | £405,977.11 | £541,302.81 | £909,941.93 | 56.26% |
Series 40 Notes (ISIN XS2081461738) | £277,000.00 | 04/12/2020 | £123,453.19 | £80,311.44 | £20,077.86 | £60,233.58 | £80,311.44 | £75,312.88 | 73.56% |
Series 42 Notes (ISIN XS2081462892) | £747,000.00 | 04/12/2022 | £333,856.27 | £216,579.52 | £54,144.88 | £162,434.64 | £216,579.52 | £233,876.87 | 73.69% |
Series 43 Notes (ISIN XS2089977776) | £203,000.00 | 20/12/2020 | £83,812.68 | £59,727.26 | £14,931.81 | £44,795.45 | £59,727.26 | £60,982.56 | 70.71% |
Series 45 Notes (ISIN XS2089978154) | £214,000.00 | 20/12/2022 | £86,751.77 | £62,963.84 | £15,740.96 | £47,222.88 | £62,963.84 | £74,973.69 | 69.96% |
Series 46 Notes (ISIN XS2094512394) | £297,000.00 | 16/01/2021 | £120,830.84 | £87,384.68 | £21,846.17 | £65,538.51 | £87,384.68 | £91,754.49 | 70.11% |
Series 47 Notes (ISIN XS2094513285) | £215,000.00 | 16/01/2023 | £89,075.20 | £63,258.80 | £15,814.70 | £47,444.10 | £63,258.80 | £73,405.25 | 70.85% |
Series 48 Notes (ISIN XS2103222050) | £245,000.00 | 13/02/2021 | £103,859.50 | £71,033.66 | £17,758.41 | £53,275.25 | £71,033.66 | £73,169.34 | 71.38% |
Series 49 Notes (ISIN XS2103222480) | £415,000.00 | 13/02/2023 | £181,113.65 | £120,322.18 | £30,080.54 | £90,241.64 | £120,322.18 | £134,293.43 | 72.64% |
Series 50 Notes (ISIN XS2106617272) | £1,341,000.00 | 29/01/2022 | £378,847.68 | £394,555.87 | £98,638.97 | £295,916.90 | £394,555.87 | £630,247.97 | 57.67% |
Series 51 Notes (ISIN XS2117460175) | £315,000.00 | 04/03/2021 | £139,962.83 | £91,328.99 | £22,832.25 | £68,496.74 | £91,328.99 | £88,433.19 | 73.43% |
Series 52 Notes (ISIN XS2117460415) | £331,000.00 | 04/03/2023 | £150,168.74 | £95,967.38 | £23,991.84 | £71,975.54 | £95,967.38 | £101,397.33 | 74.36% |
Series 53 Notes (ISIN XS2128433427) | £172,000.00 | 17/03/2021 | £78,064.71 | £49,868.44 | £12,467.11 | £37,401.33 | £49,868.44 | £46,615.89 | 74.38% |
Series 54 Notes (ISIN XS2128433690) | £237,000.00 | 17/03/2023 | £104,727.14 | £68,713.96 | £17,178.49 | £51,535.47 | £68,713.96 | £75,183.75 | 73.18% |
Series 55 Notes (ISIN XS2136624652) | £209,000.00 | 02/04/2021 | £91,252.95 | £60,596.03 | £15,149.01 | £45,447.02 | £60,596.03 | £60,764.63 | 72.66% |
Series 56 Notes (ISIN XS2136625386) | £260,000.00 | 09/04/2023 | £118,959.16 | £75,382.09 | £18,845.52 | £56,536.57 | £75,382.09 | £78,411.75 | 74.75% |
The Issuer and the Loan Servicer confirm that, to the extent any Noteholder wishes to receive further information as to the manner in which calculations have been made or the amounts that are, subject to the above, to be distributed then such Noteholder may contact the Issuer or the Loan Servicer in accordance with the details below and the Issuer and the Loan Servicer shall use all reasonable endeavours to answer any relevant queries received.
This notice is given by:
WELLESLEY SECURED FINANCE PLC
1 Bartholomew Lane London
EC2N 2AX
The Directors
For further information, please contact the Issuer or the Loan Servicer:
Email: wellesleysecuredfinance@intertrustgroup.com