TIDM58HD
RNS Number : 0264N
Great Hall Mortgages No1 plc
17 January 2023
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
If Noteholders are in any doubt about any aspect of the
proposals in this notice and/or the action they should take, they
are recommended to seek their own financial advice immediately from
their stockbroker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and
Markets Act 2000, as amended, (if they are in the United Kingdom)
or from another appropriately authorised independent financial
adviser and such other professional advisor from their own
professional advisors as they deem necessary.
GREAT HALL MORTGAGES No. 1 PLC
Series 2007-02
(incorporated with limited liability in England and Wales under
number 5950229) (the "Issuer")
NOTICE OF SEPARATE ADJOURNED NOTEHOLDER MEETINGS
to the holders of the
USD 600,000,000 Class Ac Notes due June 2039 (Common Code Reg S:
030846214; ISIN Reg S: XS0308462141; Common Code 144A: 30854411;
ISIN 144A: US39052PAA75; CUSIP Number: 39052PAA7)
(the "Class Ac Notes")
GBP 75,200,000 Class Ba Notes due June 2039 (Common Code
030835697; ISIN: XS0308356970)
(the "Class Ba Notes")
GBP 9,000,000 Class Ca Notes due June 2039 (Common Code:
030835735; ISIN: XS0308357358)
(the "Class Ca Notes")
EUR 42,100,000 Class Cb Notes due June 2039 (Common Code:
030835573; ISIN: XS0308355733)
(the "Class Cb Notes")
GBP 2,000,000 Class Da Notes due June 2039 (Common Code:
030835778; ISIN: XS0308357788)
(the "Class Da Notes")
and
EUR 28,000,000 Class Db Notes due June 2039 (Common Code:
030835611; ISIN: XS0308356111)
(the "Class Db Notes")
The Class Ac Notes, the Class Ba Notes, the Class Ca Notes, the
Class Cb Notes, the Class Da Notes and the Class Db Notes together,
the "Notes".
Reference is made to the notice of meetings of the holders of
the Class Aa Notes, the Class Ab Notes, the Class Ac Notes, the
Class Ba Notes, the Class Ca Notes, the Class Cb Notes, the Class
Da Notes, the Class Db Notes, the Class Ea Notes and the Class Eb
Notes issued on 16 December 2022 (the "Notice of Noteholder
Meetings").
The meetings of the holders of the Class Ac Notes, the Class Ba
Notes, the Class Ca Notes, the Class Cb Notes, the Class Da Notes
and the Class Db Notes convened by the Issuer were held at the
offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London,
EC4R 3TT on 17 January 2023 at 10:30 a.m. (London time), 10:45 a.m.
(London time), 11:00 a.m. (London time), 11:15 a.m. (London time),
11:30 a.m. (London time) and 11:45 a.m. (London time) respectively.
Access to the meetings for holders of the Class Ac Notes, the Class
Ba Notes, the Class Ca Notes, the Class Cb Notes, the Class Da
Notes and the Class Db Notes that wished to attend in person or
appoint a proxy (other than the Tabulation Agent) was granted only
via a Microsoft Teams video conference meeting t hat was available
from Fieldfisher LLP upon request. The meetings of the holders of
the Class Ac Notes, the Class Ba Notes, the Class Ca Notes, the
Class Cb Notes, the Class Da Notes and the Class Db Notes were
adjourned for want of a quorum.
We note that in relation to the meetings of the holders of the
Class Aa Notes, the Class Ab Notes, the Class Ea Notes and the
Class Eb Notes (i) the quorum was reached; and (ii) the related
extraordinary resolutions set out in the Notice of Noteholder
Meetings previously notified to the holders of the Class Aa Notes,
the Class Ab Notes, the Class Ac Notes, the Class Ba Notes, the
Class Ca Notes, the Class Cb Notes, the Class Da Notes, the Class
Db Notes, the Class Ea Notes and the Class Eb Notes in accordance
with the terms of the Series Note Trust Deed were duly passed.
NOTICE IS HEREBY GIVEN to the holders of the Notes (the
"Noteholders") that separate adjourned meetings (each an "Adjourned
Meeting") of the Noteholders of each Class convened by the Issuer
will be held at the offices of Fieldfisher LLP at Riverbank House,
2 Swan Lane, London, EC4R 3TT on 1 February 2023 (the "Adjourned
Meeting Date") at 10:30 a.m. (London time) in respect of the Class
Ac Notes (the "Ac Notes Adjourned Meeting"), at 10:45 a.m. (London
time) or after the completion of the Ac Notes Adjourned Meeting
(whichever is later) in respect of the Class Ba Notes (the "Ba
Notes Adjourned Meeting"), at 11:00 a.m. (London time) or after the
completion of the Ba Notes Adjourned Meeting (whichever is later)
in respect of the Class Ca Notes (the "Ca Notes Adjourned
Meeting"), at 11:15 a.m. (London time) or after the completion of
the Ca Notes Adjourned Meeting (whichever is later) in respect of
the Class Cb Notes (the "Cb Notes Adjourned Meeting"), at 11:30
a.m. (London time) or after the completion of the Cb Notes
Adjourned Meeting (whichever is later) in respect of the Class Da
Notes (the "Da Notes Adjourned Meeting") and at 11:45 a.m. (London
time) or after the completion of the Da Notes Adjourned Meeting
(whichever is later) in respect of the Class Db Notes (the "Db
Notes Adjourned Meeting"), access to which for Noteholders that
wish to attend virtually or appoint a proxy (other than the
Tabulation Agent) will be granted only via a Microsoft Teams video
conference meeting ID to be provided by Fieldfisher LLP upon
request, for the purpose of considering and, if thought fit,
passing the resolutions set out below, which will be proposed as an
Extraordinary Resolution at each Adjourned Meeting in accordance
with the provisions of the Series Note Trust Deed dated 28 June
2007 as amended, restated, modified and/or supplemented from time
to time (the "Series Note Trust Deed") made between the Issuer and
The Bank of New York Mellon, London Branch (the "Series Note
Trustee") as trustee for the Noteholders and constituting the
Notes.
Pursuant to paragraph 10.19 (Quorum required for Series Basic
Terms Modification) of the Standard Series Note Trust Provisions,
the quorum required for the Adjourned Meetings is two or more
persons holding or representing in aggregate over 25% of the
aggregate GBP Equivalent Note Principal Amount Outstanding of the
Notes then outstanding held by the Relevant Noteholder.
NOTEHOLDERS THAT HAVE NOT ALREADY VOTED ARE URGED TO VOTE BY WAY
OF ELECTRONIC VOTING INSTRUCTIONS TO BE SUBMITTED BY DIRECT
PARTICIPANTS TO THE TABULATION AGENT THROUGH THE RELEVANT CLEARING
SYSTEM AND IN ACCORDANCE WITH THE REQUIREMENTS OF SUCH CLEARING
SYSTEM BY THE RELEVANT DEADLINE.
Noteholders who have submitted and not revoked (in the limited
circumstances in which revocation is permitted) a valid Eligible
Noteholder Instruction or Ineligible Noteholder Instruction in
respect of the relevant Extraordinary Resolution by 10:30 a.m.
(London time) in respect of the Class Ac Notes, 10:45 a.m. (London
time) in respect of the Class Ba Notes, 11:00 a.m. (London time) in
respect of the Class Ca Notes, 11:15 a.m. (London time) in respect
of the Class Cb Notes, 11:30 a.m. (London time) in respect of the
Class Da Notes and 11:45 a.m. (London time) in respect of the Class
Db Notes, on 30 January 2023 (subject to the right of the Issuer to
extend, re-open and/or terminate the Consent Solicitation, the
"Expiration Deadline for the Adjourned Meetings"), by which they
will have given instructions to the Issuer (in its capacity as
Noteholder Meeting Arranger) for the appointment of one or more
representatives of the Tabulation Agent as their proxy to vote in
favour of or against (as specified in the relevant Eligible
Noteholder Instruction or Ineligible Noteholder Instruction) the
relevant Extraordinary Resolution at each relevant Adjourned
Meeting, need take no further action to be represented at such
Adjourned Meeting.
With respect to Noteholders who have submitted and not revoked
(in the limited circumstances in which revocation is permitted) a
valid Electronic Voting Instruction in respect of the Extraordinary
Resolution by 10:30 a.m. (London time) (in respect of the Class Ac
Notes), 10:45 a.m. (London time) in respect of the Class Ba Notes,
11:00 a.m. (London time) in respect of the Class Ca Notes, 11:15
a.m. (London time) in respect of the Class Cb Notes, 11:30 a.m.
(London time) in respect of the Class Da Notes and 11:45 a.m.
(London time) in respect of the Class Db Notes, on 13 January 2023
(the "Original Expiration Deadline"), it is clarified that such
Electronic Voting Instructions remain valid and the relevant
Noteholders need take no further action to be represented at the
Adjourned Meetings.
Capitalised terms used in this notice and not otherwise defined
herein shall have the meanings given to them in the Consent
Solicitation Memorandum dated 16 December 2022 (the "Consent
Solicitation Memorandum"), which is available for inspection by
Noteholders during normal business hours at the specified offices
of the Tabulation Agent on any weekday (public holidays excepted)
and on the following website:
https://i2capmark.com/event-details/19/Holder/great-hall-mortgages-no.1-plc-series-2007-2
up to and including the Adjourned Meeting Date (see "Documents
Available for Inspection" below). In accordance with normal
practice, the Series Note Trustee, the Security Trustee, the
Tabulation Agent, the Principal Paying Agent, the Series Note
Calculation Agent and the Series Note Registrar have not been
involved in the formulation of the Noteholder Proposal outlined in
the Consent Solicitation Memorandum or the Extraordinary
Resolutions. The Series Note Trustee, the Security Trustee, the
Tabulation Agent, the Principal Paying Agent, the Series Note
Calculation Agent and the Series Note Registrar, express no opinion
on, and make no representations as to the merits of, the Noteholder
Proposal outlined in the Consent Solicitation Memorandum or the
Extraordinary Resolutions.
None of the Series Note Trustee, the Security Trustee, the
Tabulation Agent, the Principal Paying Agent, the Series Note
Calculation Agent or the Series Note Registrar makes any
representation that all relevant information has been disclosed to
Noteholders in or pursuant to this Notice of Adjourned Meetings,
the Consent Solicitation Memorandum or otherwise. None of the
Series Note Trustee, the Security Trustee, the Tabulation Agent,
the Principal Paying Agent, the Series Note Calculation Agent or
the Series Note Registrar has approved the draft Amendment Deed
referred to in the Extraordinary Resolutions set out below and the
Series Note Trustee, the Security Trustee, the Tabulation Agent,
the Principal Paying Agent, the Series Note Calculation Agent and
the Series Note Registrar recommend that Noteholders arrange to
inspect and review such draft Amendment Deed as provided below in
this Notice of Adjourned Meetings. Accordingly, Noteholders should
take their own independent legal, financial, tax or other advice on
the merits and the consequences of voting in favour of the relevant
Extraordinary Resolution, including any tax consequences, and on
the impact of the implementation of the relevant Extraordinary
Resolution.
None of the Series Note Trustee, the Security Trustee, the
Tabulation Agent, the Principal Paying Agent, the Series Note
Calculation Agent or the Series Note Registrar are responsible for
the accuracy, completeness, validity or correctness of the
statements made in the Consent Solicitation Memorandum or omissions
therefrom or for the acts or omissions of the Issuer, or any other
person in connection with the Consent Solicitation.
Neither this Notice of Adjourned Meetings nor the Consent
Solicitation Memorandum 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. The distribution of
the Consent Solicitation Memorandum may nonetheless be restricted
by law in certain jurisdictions. Persons into whose possession the
Consent Solicitation Memorandum comes are required to inform
themselves about, and to observe, any such restrictions.
To view the background, Noteholder Proposal, Consent
Solicitation and Extraordinary Resolutions, Additional Terms of the
Consent Solicitation and General Information, please paste the
following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/0264N_1-2023-1-17.pdf
This Notice of Adjourned Meetings is given by:
GREAT HALL MORTGAGES NO. 1 PLC
Dated 17 January 2023
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END
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