TIDM83WL
RNS Number : 2540Q
Gosforth Funding 2017-1 PLC
24 February 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THIS
NOTICE OR THE ELECTRONIC TRANSMISSION THEREOF 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.
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.
UK MiFIR professionals/ECPs-only - Manufacturer target market
(UK MiFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No PRIIPs
key information document (KID) has been prepared as the Notes
referred to in this Notice are not available to retail investors in
the EEA or in the UK.
If you are in any doubt as to the action you should take, you
are recommended to seek your own financial and legal advice,
including in respect of any tax consequences, immediately from your
stockbroker, bank manager, solicitor, accountant or other
financial, tax or legal 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 advisers 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.
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.
GOSFORTH FUNDING 2017--1 PLC
8th Floor
100 Bishopsgate
London EC2N 4AG
United Kingdom
(the "Issuer")
NOTICE OF PRICING OF BASE RATE MODIFICATION
to the holders of the following notes of the Issuer presently
outstanding
US$421,053,000 (current amount outstanding US$46,427,409) Class
A1a Mortgage Backed Floating Rate Notes due 2059
Reg S ISIN: XS1679333432; Rule 144A ISIN: US383121AA85; CUSIP:
383121 AA8
(the "Class A1a Notes")
GBP222,726,000 (current amount outstanding GBP24,558,882) Class
A1b Mortgage Backed Floating Rate Notes due 2059
Reg S ISIN: XS1679333945; Rule 144A ISIN: XS1679334240
(the "Class A1b Notes")
GBP473,685,000 (current amount outstanding GBP473,685,000) Class
A2 Mortgage Backed Floating Rate Notes due 2059
Reg S ISIN: XS1679335486; Rule 144A ISIN: XS1679335643
(the "Class A2 Notes")
GBP46,073,000 (current amount outstanding GBP46,073,000) Class M
Mortgage Backed Floating Rate Notes due 2059
Reg S ISIN: XS1679337185; Rule 144A ISIN: XS1679337342
(the "Class M Notes")
GBP97,904,000 (current amount outstanding GBP97,904,000) Class Z
Mortgage Backed Fixed Rate Notes due 2059
Reg S ISIN: XS1679337425; Rule 144A ISIN: XS1679337698
(the "Class Z Notes")
(together, the "Noteholders" and the "Notes", respectively)
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
We refer to (i) the notice dated 22 January 2021 given to the
Noteholders of the Issuer's intention to effect the Proposed Base
Rate Modification from the Effective Date (as defined below) (the
Notice of Base Rate Modification) and (ii) the notice dated 23
February 2021 notifying the Noteholders that Noteholders
representing at least 10% of the aggregate Sterling Equivalent
Principal Amount Outstanding of the Most Senior Class of Notes then
outstanding (being the Class A Notes) have not objected to the
Proposed Base Rate Modification as at the Deadline (as defined
therein).
Capitalised terms used but not otherwise defined herein shall
have the meanings given to them in the Notice of Base Rate
Modification.
NOTICE IS HEREBY GIVEN by the Issuer to the Noteholders in
accordance with Condition 14 (Notice to Noteholders) that, in
accordance with Appendix 1 of the Notice of Base Rate Modification
(Margin Adjustment Paper), the determination by the Solicitation
Agent of each of the Adjusted Margins, the Adjusted Step-up
Margins, the LIBOR vs SONIA Interpolated Basis, the Forward
Adjustment Spread and the Step-Up Margin Adjustment took place at 2
p.m. London time (the Pricing Time) on 24 February 2021 (the
Pricing Date).
The Adjusted Margin in respect of the Class A1b Notes has been
determined as 0.327 per cent. per annum.
The Adjusted Margin in respect of the Class A1b Notes was
calculated as the sum of:
(a) the Relevant Margin, being 0.32 per cent.; plus
(b) the LIBOR vs SONIA Interpolated Basis, which was calculated
as being 0.004 per cent.; plus
(c) the Forward Adjustment Spread, which was calculated as being 0.003 per cent..
The Adjusted Margin in respect of the Class A2 Notes has been
determined as 0.544 per cent. per annum.
The Adjusted Margin in respect of the Class A2 Notes was
calculated as the sum of:
(a) the Relevant Margin, being 0.50 per cent.; plus
(b) the LIBOR vs SONIA Interpolated Basis, which was calculated
as being 0.041 per cent.; plus
(c) the Forward Adjustment Spread, which was calculated as being 0.003 per cent..
The Adjusted Margin in respect of the Class M Notes has been
determined as 1.051 per cent. per annum.
The Adjusted Margin in respect of the Class M Notes was
calculated as the sum of:
(a) the Relevant Margin, being 1.00 per cent.; plus
(b) the LIBOR vs SONIA Interpolated Basis, which was calculated
as being 0.048 per cent.; plus
(c) the Forward Adjustment Spread, which was calculated as being 0.003 per cent..
The Adjusted Step-Up Margin in respect of the Class A1b Notes
has been determined as 0.759 per cent. per annum.
The Adjusted Step-Up Margin in respect of the Class A1b Notes
was calculated as the sum of:
(a) the Step-Up Margin, being 0.64 per cent.; plus
(b) the Step-Up Margin Adjustment, which was calculated as being 0.119 per cent..
The Adjusted Step-Up Margin in respect of the Class A2 Notes has
been determined as 1.119 per cent. per annum.
The Adjusted Step-Up Margin in respect of the Class A2 Notes was
calculated as the sum of:
(a) the Step-Up Margin, being 1.00 per cent.; plus
(b) the Step-Up Margin Adjustment, which was calculated as being 0.119 per cent..
The Adjusted Step-Up Margin in respect of the Class M Notes has
been determined as 2.119 per cent. per annum.
The Adjusted Step-Up Margin in respect of the Class M Notes was
calculated as the sum of:
(a) the Step-Up Margin, being 2.00 per cent.; plus
(b) the Step-Up Margin Adjustment, which was calculated as being 0.119 per cent..
Subject to the satisfaction of the other requirements of
Condition 11(F)(a)(iii) (Additional Right of Modification), the
Amended Documents will be amended and restated by the Issuer in
order to effect the Proposed Base Rate Modification, and a further
announcement will be made in due course once the Issuer has amended
and restated the Amended Documents. The amendments contemplated by
the Amended Documents will become effective on and from 19 March
2021 (the Effective Date).
Further information can be obtained directly from Lloyds Bank
Corporate Markets plc in capacity as solicitation agent (the
Solicitation Agent) and Lucid Issuer Services Limited as tabulation
agent (the Tabulation Agent) as set out below.
Contact Details:
Issuer:
Gosforth Funding 2017--1 plc
8th Floor
100 Bishopsgate
London EC2N 4AG
Email: corpservices@lawdeb.com
Attention: Mark Filer / Rich Lynn
With a copy to:
Clydesdale Bank PLC
30 St Vincent Place
Glasgow
G1 2HL
Email: TreasuryFunding@Virginmoney.com
Attention: Treasury Funding
Solicitation Agent:
Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
United Kingdom
Tel: +44 20 7158 1726 / 1719
Email: liability.management@lloydsbanking.com
Attention: Liability Management
Tabulation Agent:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: Owen Morris
Email: virginmoney@lucid--is.com
This Notice is given by
GOSFORTH FUNDING 2017--1 PLC
as Issuer
Dated 24 February 2021
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END
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