TIDM81RB
RNS Number : 9390D
Sandwell Commercial Finance No2 PLC
26 June 2023
Sandwell Commercial Finance No.2 Plc Notice to Noteholders
NOTICE TO THE HOLDERS OF THE OUTSTANDING:
GBP17,150,000 Class C Mortgage Backed Floating Rate Notes due
2037
(ISIN: XS0229030712; Common Code: 022903071),
GBP21,700,000 Class D Mortgage Backed Floating Rate Notes due
2037
(ISIN: XS0229031017; Common Code: 022903101),
GBP14,000,000 Class E Mortgage Backed Floating Rate Notes due
2037
(ISIN: XS0229031280; Common Code: 022903128),
(together, the "Notes")
of
Sandwell Commercial Finance No. 2 PLC
(the "Issuer" or the "Transaction" as the context requires)
Following on from the RNS Notice dated 23 March 2023 where
Noteholders were requested to disclose their identity and provide
proof of holding to the Servicer or the Issuer as soon as possible
in order to participate in discussions, this Notice provides
information on the LIBOR-linked exposures within the Transaction
and an overview of the fallback language in place (if any).
No Noteholders have come forward to engage in the process. There
are LIBOR-linked elements in the Transaction without either a
documented fallback or a fallback which the provider may be
prepared to rely on, so to guarantee continued access to these
facilities they would need to transition to an alternative
reference rate. It is therefore in the best interests of all
parties to engage in the process so we would welcome contact from
Noteholders as soon as possible.
For all other elements where the fallback language is robust, it
is intended to allow these elements to revert to the documented
language. This will apply to the Notes and the Fixed/Floating Swap
Agreement, but please see below for further information.
Key LIBOR-linked exposures
By way of overview, the Transaction includes the following
LIBOR-linked elements:
1. Notes with a floating rate of interest linked to LIBOR;
2. A Guaranteed Investment Contract with a floating rate of
interest linked to LIBOR;
3. A Liquidity Facility with a floating rate of interest linked
to LIBOR;
4. A Fixed / Floating Swap Agreement linked to LIBOR; and
5. A Subordinated Loan Agreement linked to LIBOR,
which in each case are subject to the terms of the Transaction
Documents.
The below provisions are subject to the Transaction Documents
(as the same may have been amended or restated from time to time)
and outline the fallback provisions (if any) in such documents.
LIBOR fallback provisions (if any)
1. Notes with a floating rate of interest linked to LIBOR
As set out in section 4 (c) (iii) 'Rates of Interest' of the
Terms and Conditions of the Notes if, following the discontinuation
of LIBOR, the Relevant Screen Rate is unavailable and no banks are
able to provide quotations, then the Rates of Interest for the
relevant Interest Period shall be the Rates of Interest in effect
for the immediately preceding Interest Period but taking account of
any change in the Relevant Margin. If the rate of interest is
determined by reference to a calculation made on a previous
historic date on an ongoing basis, this would effectively convert
the existing floating rate of interest to a fixed rate of
interest.
2. A Guaranteed Investment Contract with a floating rate of
interest linked to LIBOR
There is no fallback language documented within the
Agreement.
3. A Liquidity Facility with a floating rate of interest linked
to LIBOR
If it is not possible to determine the Interest Rate for the
Liquidity Facility Drawings, the Liquidity Provider shall promptly
notify the Issuer of the fact and that Clause 7 of the Liquidity
Facility Agreement is in operation. After such notification,
references to LIBOR in the Agreement will be deemed to be
references to the costs of the Liquidity Provider (expressed as a
rate per annum) of funding the Drawing by whatever means it
reasonably determines to be appropriate. We are currently liaising
with the Liquidity Provider to establish appetite to transition to
this fallback rate, in view of the fact that it was never intended
to accommodate absolute cessation of LIBOR.
4. A Fixed / Floating Swap Agreement linked to LIBOR
If LIBOR cannot be determined and no Reference Banks are able to
provide quotations, then the Floating Rate for the relevant Swap
Calculation Period shall be the Floating Rate in effect for the
immediately preceding Swap Calculation Period, as set out in
Schedule 2 of the Master Agreement. If the rate of interest is
determined by reference to a calculation made on a previous
historic date on an ongoing basis, this would have the effectively
convert the existing floating rate of interest to a fixed rate of
interest.
5. A Subordinated Loan Agreement linked to LIBOR
There is no fallback language documented within the
Agreement.
Procedure for disclosing identity and holdings
Noteholders are requested to disclose their identity and provide
proof of holding to the Servicer or the Issuer as soon as possible
in order to participate in discussions. Noteholders are encouraged
to take their own advice as to the potential implications of the
cessation of LIBOR.
Noteholders seeking further information should contact the
Servicer at:
_StructuredFinance@westbrom.co.uk
DISCLAIMER
Nothing in this announcement constitutes or should be construed
as constituting an offer of securities issued by the Issuer
("Securities"), an offer to purchase any Securities or an offer to
modify the terms and conditions of any Securities.
This Notice is given by:
Sandwell Commercial Finance No. 2 Plc
Wilmington Trust SP Services (London) Ltd
Third Floor, Kings Arms Yard
London EC2R 7AF
Dated 26 June 2023
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END
MSCPPURGQUPWGCQ
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