TIDM61HZ
RNS Number : 2227D
NewDay Partnership Funding 2015-1
26 October 2020
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) to whom it may 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
Co-arranger, 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 Amendments or the Amended Documents
(each as defined below) or the information set out in this Notice
or makes any representation or recommendation whatsoever as to any
action to be taken or not taken by Noteholders in relation to the
Proposed Amendments, the Amended Documents or this Notice, or any
document prepared in connection with any of them. Accordingly, the
Issuer, the Co-arranger, the Note Trustee and the Security Trustee
urge Noteholders who are in doubt as to the impact of the
implementation of 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 Co-arranger, the Note Trustee or the Security Trustee has made,
or will make, any assessment of the merits of the Proposed
Amendments, the Amended Documents or this Notice or the impact of
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 2015-1 PLC
1 Bartholomew Lane
London EC2N 2AX
(the "Issuer")
NOTICE OF SEPARATE MEETINGS ON 17 NOVEMBER 2020
(this "Notice")
to the holders of the following notes of the Issuer presently
outstanding
Series 2015-1
GBP185,250,000 Class A Asset-Backed Floating Rate Notes due
2021
ISIN: XS1134518155 9.30 a.m.
GBP22,500,000 Class B Asset-Backed Floating Rate Notes due
2021
ISIN: XS1134518668 9.35 a.m.
GBP14,000,000 Class C Asset-Backed Floating Rate Notes due
2021
ISIN: XS1134519393 9.40 a.m.
GBP10,125,000 Class D Asset-Backed Floating Rate Notes due
2021
ISIN: XS1134523239 9.45 a.m.
GBP6,875,000 Class E Asset-Backed Floating Rate Notes due
2021
ISIN: XS1134528626 9.50 a.m.
GBP5,500,000 Class F Asset-Backed Floating Rate Notes due
2021
ISIN: XS1134535597 9.55 a.m.
(the "Notes")
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of
Schedule 4 (Provisions for Meetings of Noteholders) to the note
trust deed entered into on 10 March 2015 between the Issuer and
Citicorp Trustee Company Limited (the "Note Trustee") (the "Note
Trust Deed"), separate meetings (each a "Meeting" and together the
"Meetings") of the holders of each class of Notes (the
"Noteholders") convened by the Issuer will be held via
videoconference on 13 November 2020 at the Applicable Time (as
defined below) in respect of each Class of Notes for the purpose of
considering and, if thought fit, passing the applicable resolution
in the form set out below, which will be proposed as an
Extraordinary Resolution at the relevant Meeting in accordance with
the provisions for the meetings of Noteholders set out in Schedule
4 (Provisions for Meetings of Noteholders) to the Note Trust
Deed.
"Applicable Time" means, in respect of each Meeting, the time
indicated above in respect of the relevant class of Notes or as
soon as possible thereafter as the immediately preceding Meeting
shall have concluded or been adjourned.
In light of the ongoing Coronavirus (COVID-19) outbreak, and in
accordance with the provisions of the Note Trust Deed, further
regulations regarding the holding of the Meetings have been
prescribed providing that the Meetings (and any adjourned Meetings)
will be held via videoconference. The Meetings will not be convened
at a physical location.
The attention of Noteholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of the Extraordinary Resolutions at the Meetings or any
meeting held following any adjournment of any Meeting, which are
summarised below. Having regard to such requirements, Noteholders
are strongly urged either to attend (via videoconference) the
relevant Meeting or to take steps to be represented at the relevant
Meeting (including by way of submitting instructions) as soon as
possible.
Unless the context otherwise requires, capitalised terms used
but not defined in this Notice shall have the meaning given in the
Note Trust Deed, the terms and conditions of the Notes (the
"Conditions"), the relevant Extraordinary Resolution or the
prospectus issued by the Issuer in respect of Series 2015-1, as
applicable.
Basis for Meetings and Extraordinary Resolutions
1. The Note Trust Deed contains provisions for convening
meetings of Class A Noteholders, Class B Noteholders, Class C
Noteholders, Class D Noteholders, Class E Noteholders and Class F
Noteholders to consider matters relating to the Class A Notes, the
Class B Notes, the Class C Notes, the Class D Notes, the Class E
Notes and the Class F Notes respectively, including the
modification of any provision of the Issuer Documents or to give
any consent or direction sought by the Issuer as the Loan Note
Holder in respect of Series 2015-1, under the terms of the Security
Trust Deed and Cash Management Agreement (as supplemented by the
Series 2015-1 Loan Note Supplement). Any such modification, consent
or direction may be made if sanctioned by an Extraordinary
Resolution.
2. Any modification of the Issuer Documents, the Series
Documents or the Transaction Documents which has the effect of
changing any date fixed for payment of principal or interest in
respect of the Notes or any class of Notes will constitute a "Basic
Terms Modification".
3. The quorum for any meeting convened to consider a Basic Terms
Modification is two or more voters holding or representing in the
aggregate not less than 75 per cent. of the aggregate Principal
Amount Outstanding of the relevant class of Notes for the time
being outstanding or, at any adjourned meeting, two or more voters
holding or representing in the aggregate not less than 25 per cent.
of the aggregate Principal Amount Outstanding of the relevant class
of Notes for the time being outstanding. As the aggregate Principal
Amount Outstanding of each class of Notes for the time being
outstanding is represented by a Global Note Certificate, a single
voter in relation thereto shall be deemed to be two voters for the
purpose of the quorum of the Meeting in respect of the relevant
class of Notes.
4. The majority required to pass an Extraordinary Resolution is
75 per cent. of the Principal Amount Outstanding of the relevant
class of Notes in respect of which votes are cast at the relevant
Meeting.
5. No Basic Terms Modification will be effective unless such
Basic Terms Modification has been sanctioned by an Extraordinary
Resolution of each class of Noteholders. Any Extraordinary
Resolution duly passed will be binding on all Noteholders of the
relevant class (whether or not they are present at the meeting at
which such resolution was passed).
6. The Issuer is entitled to cancel each Meeting provided that
notice of such cancellation is given to Noteholders no later than
24 hours before the time fixed for the relevant Meeting.
Background to Proposed Amendments
7. Each class of Series 2015-1 was fully cash collateralised on
8 October 2020 as a result of the issue of Series 2020-1 and the
crediting of an amount of the issue proceeds of Series 2020-1 equal
to the Series 2015-1 Investor Interest to the Series 2015-1
Principal Funding Ledger. Accordingly, Series 2015-1 is supported
by the Accumulation Reserve Draw Amount for Series 2015-1 and the
related Required Accumulation Reserve Amount for Series 2015-1.
8. As the necessary funds are available to redeem Series 2015-1
in full, the Issuer proposes to redeem Series 2015-1 on the date
(the "Amended Scheduled Redemption Date") falling three Business
Days after the passing of the last Extraordinary Resolution, with
each class of Series 2015-1 being redeemed on such date at (a) par
plus (b) the Redemption Premium (as defined below) plus (c) accrued
but unpaid interest from (and including) the most recent Interest
Payment Date to (but excluding) the Amended Scheduled Redemption
Date. For these purposes, the "Redemption Premium" in respect of
each class of Notes shall be the amount specified below which is
greater than par which does not represent the accrued but unpaid
interest. The total redemption price for each class of Notes will
be as follows:
(a) Class A: 100.3990% of the par amount plus accrued but unpaid interest;
(b) Class B: 100.4143% of the par amount plus accrued but unpaid interest;
(c) Class C: 100.3381% of the par amount plus accrued but unpaid interest;
(d) Class D: 100.1984% of the par amount plus accrued but unpaid interest;
(e) Class E: 100.2137% of the par amount plus accrued but unpaid interest; and
(f) Class F: 100.1933% of the par amount plus accrued but unpaid interest.
For the avoidance of doubt, references above to "accrued but
unpaid interest" are to interest accrued at the rate presently
provided for in the Conditions (i.e. excluding the Redemption
Premium).
9. Accordingly, it is proposed that the parties to the Note
Trust Deed and the Series 2015-1 Supplement (the "Amended
Documents") enter into a deed of amendment and restatement (the
"Deed of Amendment and Restatement") so as to amend and restate the
Amended Documents (and vary the terms and conditions of the Notes
and the Series 2015-1 Loan Notes) in order to:
(a) change the Series 2015-1 Scheduled Redemption Date to the
Amended Scheduled Redemption Date; and
(b) change the calculation of the Interest Amount in respect of
each class of the Notes and the LN Rate in respect of each class of
the Loan Notes to include the Redemption Premium.
By entering into the Deed of Amendment and Restatement, the
Issuer proposes to (i) effect the proposed amendments to the Note
Trust Deed, and (ii) concur with the Loan Note Issuer in effecting
the proposed amendments to the Series 2015-1 Supplement.
A copy of the Note Trust Deed and drafts of the Deed of
Amendment and Restatement and the Amended Documents (in blackline
format) can be viewed at the following link:
https://www.newday.co.uk/investor-relations/securitisation/securitisation/
(the changes set out in the blacklines of the Amended Documents
being the "Proposed Amendments").
Extraordinary Resolutions
10. The following resolution shall be proposed as an
Extraordinary Resolution of each Class of Notes, in each case at a
separate meeting of such Class to be held at the Applicable Time,
and each Extraordinary Resolution shall be in the following form
save that references to "[Class of Notes]" shall be substituted
with the applicable Class in respect of each Extraordinary
Resolution:
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding [Class of Notes] (the "Notes") of
NewDay Partnership Funding 2015-1 plc (the "Issuer") issued
pursuant to a note trust deed entered into on 10 March 2015 between
the Issuer and Citicorp Trustee Company Limited (the "Note
Trustee") (the "Note Trust Deed"):
(a) approves and sanctions:
(i) the Proposed Amendments (as defined in the notice (the
"Notice") convening the meeting at which this Extraordinary
Resolution is passed); and
(ii) each Extraordinary Resolution of any other class of the
presently outstanding notes of the Issuer in respect of the
Proposed Amendments;
(b) authorises, directs, requests and empowers:
(i) the Issuer, the Note Trustee and the other parties to the
Deed of Amendment and Restatement (as defined in the Notice) to
enter into the Deed of Amendment and Restatement, in the form or
substantially in the form referred to in paragraph 9 of the Notice,
prior to the Amended Scheduled Redemption Date; and
(ii) the Issuer, the Note Trustee and the other parties to the
Amended Documents to execute and to do all such other deeds,
instruments, acts and things as may be necessary, desirable or
expedient in their sole opinion to carry out and to give effect to
this Extraordinary Resolution and the implementation of the matters
referred to in this Extraordinary Resolution;
(c) authorises, directs, requests and empowers the Issuer (as
Loan Note Holder) to concur with the Loan Note Issuer in effecting
the proposed amendments to the Series 2015-1 Supplement;
(d) sanctions every abrogation, modification, variation,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer whether or
not such rights arise under the Conditions, the Note Trust Deed or
otherwise, involved in, resulting from or to be effected by the
matters referred to in paragraphs (a) to (c) of this Extraordinary
Resolution and their implementation;
(e) discharges, holds harmless, indemnifies and exonerates the
Note Trustee from all liability for which it may have become or may
become liable under the Note Trust Deed or any other Issuer
Document, Series Document or Transaction Document in respect of any
act or omission in connection with this Extraordinary Resolution or
its implementation, the matters referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the matters
referred to herein;
(f) waives any claim Noteholders may have against the Note
Trustee as a result of any liability they may suffer or incur as a
result of acting upon this Extraordinary Resolution (including but
not limited to circumstances where it is subsequently found that
this Extraordinary Resolution is not valid or binding);
(g) approves that the Note Trustee be and is hereby authorised
and instructed not to obtain any legal opinions in relation to, or
to enquire into, the power and capacity of any person to enter into
the Deed of Amendment and Restatement, the Amended Documents or any
other documents implementing the Proposed Amendments, the due
execution and delivery thereof by any party thereto or the validity
and enforceability thereof; and
(h) acknowledges that, as used in this Extraordinary Resolution,
capitalised terms used but not defined in this Extraordinary
Resolution shall have the meaning given in the Note Trust Deed, the
Notice, the terms and conditions of the Notes or the prospectus
issued by the Issuer in respect of Series 2015-1, as
applicable."
Process for Voting
11. ACTION IS REQUIRED TO BE TAKEN BY ANY NOTEHOLDER WHO AGREES WITH THE PROPOSED AMMENTS.
12. Subject as set out below, the provisions governing the
convening and holding of each Meeting are set out in Schedule 4
(Provisions for Meetings of Noteholders) to the Note Trust Deed,
copies of which are available from the date of this Notice to the
conclusion of the Meetings (or any adjourned Meetings) as referred
to above.
13. For the purposes of the Meetings, a "Noteholder" means a
Direct Participant (as defined below). As all of the Notes are
represented by Global Note Certificates and registered in the name
of a common depository for and on behalf of the Clearing Systems, a
"Direct Participant" means each person who is for the time being
shown in the records of Euroclear and/or Clearstream, Luxembourg as
the holder of a particular principal amount of the Notes.
14. A Direct Participant or beneficial owner of Notes wishing to
attend (via videoconference) the relevant Meeting in person or by
an appointed representative other than the Tabulation Agent (as
defined below), must deliver to the Registrar (copied to the
Tabulation Agent) not later than 48 hours before the time fixed for
the relevant Meeting a valid Form of Proxy relating to the Notes in
respect of which it wishes to vote. A Noteholder will receive
details for joining the videoconference for the relevant Meeting
from the Tabulation Agent, upon the Tabulation Agent and the
Registrar being satisfied that any Noteholder requesting the same
has provided evidence of its holdings of the relevant class of
Notes.
15. A Direct Participant or beneficial owner of Notes not
wishing to attend in person but wishing to vote at the relevant
Meeting may arrange for the relevant Direct Participant on its
behalf to give a voting instruction (by giving voting and blocking
instructions to Euroclear or Clearstream, Luxembourg (a
"Euroclear/Clearstream Instruction") in accordance with the
procedures of Euroclear or Clearstream, Luxembourg) to be submitted
to the Tabulation Agent requiring the Registrar to include the
votes attributable to its Notes in a Block Voting Instruction
issued by the Registrar for the relevant Meeting or any adjourned
such Meeting, in which case the Registrar shall appoint a Proxy
being a representative of the Tabulation Agent to attend (via
videoconference) and vote at such Meeting in accordance with such
Direct Participant's instructions. A Block Voting Instruction and a
Form of Proxy cannot be outstanding simultaneously in respect of
the same Note.
16. A Direct Participant must request the relevant clearing
system to block the relevant Notes in its account and to hold the
same to the order or under the control of the Registrar not later
than 48 hours before the time appointed for holding the relevant
Meeting in order to obtain a Form of Proxy or give voting
instructions in respect of such Meeting. Notes so blocked will not
be released until the earlier of:
(a) the conclusion of the relevant Meeting (or, if applicable,
any adjourned such Meeting); and
(b)
(i) in respect of a Form of Proxy, the surrender to the
Registrar of such Form of Proxy and notification by the Registrar
to the relevant clearing system of such surrender or the compliance
in any other manner with the rules of the relevant clearing system
relating to such surrender; or
(ii) in respect of Block Voting Instructions, not less than 48
hours before the time for which the relevant Meeting (or, if
applicable, any adjourned such Meeting) is convened, the
notification in writing of revocation of a Direct Participant's
previous instructions to the Registrar and such Notes ceasing in
accordance with the procedures of the relevant clearing system and
with the agreement of the Registrar to be held to its order or
under its control.
17. Noteholders should note that voting instructions (unless
validly revoked) given and Forms of Proxy obtained in respect of a
Meeting shall remain valid for any adjourned Meeting.
18. Noteholders who have submitted and not revoked (in the
limited circumstances in which revocation is permitted as set out
in paragraph 16 above) a valid instruction in respect of the
relevant Extraordinary Resolution at least 48 hours prior to the
date of the Meetings, by which they will have given instructions
for the appointment by the Registrar of one or more representatives
of the Tabulation Agent as their Proxy to vote in favour of or
against (as specified in the relevant instruction) the relevant
Extraordinary Resolution at the relevant Meeting (or any adjourned
such Meeting), or abstain from voting (as the case may be), need
take no further action to be represented at the relevant Meeting
(or any such adjourned Meeting).
19. The quorum required at each Meeting and adjourned Meeting is
set out at paragraph 3 above. If the quorum requirements at both a
Meeting and the relevant adjourned Meeting for any class of Notes
are not met, neither the Issuer nor any other party will be
entitled to enter into the Proposed Amendments.
20. To be passed, each Extraordinary Resolution requires a
majority in favour of 75 per cent. of the Principal Amount
Outstanding of the relevant class of Notes in respect of which
votes are cast at the relevant Meeting or adjourned Meeting. If
this majority is not met, neither the Issuer nor any other party
will be entitled to enter into the Proposed Amendments. If all
Extraordinary Resolutions are passed, the Issuer, the Note Trustee
and the other parties to the Amended Documents will be authorised,
directed, requested and empowered to enter into documentation to
implement the Proposed Amendments on or prior to the Amended
Scheduled Redemption Date and all Noteholders will be bound by such
Proposed Amendments.
21. If each Extraordinary Resolution in respect of the Proposed
Amendments is passed in accordance with this Notice, the Issuer (as
Loan Note Holder in respect of the Series 2015-1 Loan Notes) will
concur with the Loan Note Issuer in effecting the proposed
amendments to the Series 2015-1 Supplement.
22. If a quorum is not present at any Meeting, such Meeting may
be adjourned for a period of not less than 10 days and not more
than 42 days, with the adjourned Meeting to be held via
videoconference and at a time appointed by the Chairman of the
Meeting, and the relevant Extraordinary Resolution will be
considered at such adjourned Meeting (notice of which will be given
to the Noteholders in accordance with the Conditions and the Note
Trust Deed).
Miscellaneous
23. Additional notifications will be made to Noteholders in
accordance with Condition 16 (Notices) as soon as reasonably
practicable following:
(a) the Meetings, notifying Noteholders of the outcomes of the Meetings; and
(b) as required pursuant to the Conditions or otherwise at the election of the Issuer.
24. Noteholders with queries concerning the content of this
Notice are kindly requested to contact the Issuer, NewDay Cards Ltd
as the Co-arranger of Series 2015-1 or Lucid Issuer Services
Limited as tabulation agent (the "Tabulation Agent") using the
details set out below.
Issuer: NewDay Partnership Funding 2015-1 plc
1 Bartholomew Lane
London EC2N 2AX
Email: directors-uk@intertrustgroup.com
Attention: the Directors
Co-arranger: NewDay Cards Ltd
7 Handyside Street
London N1C 4DA
Email: Graham.Stanford@newday.co.uk
Attention: Graham Stanford
Tabulation Agent: Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Email: newday@lucid-is.com
Attention: David Shilson/ Paul Kamminga
Registrar: Citibank, N.A., London Branch
Citigroup Centre
Canary Wharf
London E14 5LB
Email: sf.issuer@citi.com
Attention: Agency & Trust
This Notice is given by
NEWDAY PARTNERSHIP FUNDING 2015-1 PLC
as Issuer
Dated --26 October 2020
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END
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