TIDM91AG
RNS Number : 2703X
Permanent Master Issuer PLC
24 April 2023
RNS ANNOUNCEMENT
PERMANENT MASTER ISSUER PLC
RESIDENTIAL MORTGAGE-BACKED NOTE ISSUANCE PROGRAMME- AMENDMENTS
TO THE PROGRAMME
24 April 2023
NOTICE IS HEREBY GIVEN TO HOLDERS OF THE NOTES THAT :
The following modifications have been made to the Transaction
Documents under Permanent Master Issuer PLC's residential
mortgage-backed note issuance programme (the "Programme")) as set
out below including certain related and consequential amendments
necessary to give effect to the main amendments described below
which have effect from 24 April 2023 (the "2023 Programme Update
Date ") and as reflected in the base prospectus dated 24 April 2023
(the "Base Prospectus"). Defined terms used in this announcement
have the meaning given to them in the Base Prospectus.
(a) Amendments to reflect the updated reference to the FCA from
the UK Listing Authority as the competent authority for the
purposes of FSMA.
(b) Amendments to reflect new regulatory requirements, such as
those related to the United Kingdom's withdrawal from the European
Union.
(c) Amendments to reflect compliance with the UK Securitisation
Regulation and the EU Securitisation Regulation, and optional
compliance (at the discretion of the Seller) with amendments the EU
Securitisation Regulation following 2023 Programme Update Date.
(d) Amendments to reflect regulatory updates in connection with
the UK STS designation with respect to a Series of Notes.
(e) Amendments to the representations and warranties made by the
Seller in respect of the Loans (including an increase to the
maximum Loan size to GBP1,000,000, Loans to have been originated no
earlier than February 1996 and no later than 31 December 2025 or
such other date specified in the most recent Final Terms or
Drawdown Prospectus dated after 2023 Programme Update Date and the
exclusion of interest only loans, Deedstore Loans and Minimum
Balance Loans).
(f) Amendments to the conditions for an acquisition by Funding 2
of an increased interest in Trust Property to introduce Moody's
Portfolio Variation Test (replacing an LTV test) and amend the
tests required by Fitch.
(g) Amendments to the perfection events to transfer the legal
title in the Loans to the Mortgages Trustee by removing the Seller
ratings trigger to a trigger linked to CET1 level.
(h) Amendments to allow the Mortgages Trustee to allocate
Principal Receipts in the case of Funding 2 Income Deficit.
(i) Amendments to the Non-Asset Trigger Events so that the
Minimum Seller Share Trigger applies when the Seller Share is equal
to or lower than Minimum Seller Share on two consecutive
Calculation Dates.
(j) Amendments to Rule 1(C)(2) so that it applies when the
quarterly CPR is less than 100 per cent. or such other amount
stated in the most recent Final Terms or Drawdown Prospectus .
(k) Amendments to remove the Fitch rating from the Funding 2 Liquidity Reserve Fund Trigger.
(l) Amendments to the conditions to sale of new Loans to the
Mortgages Trustee, including the increase the Minimum Trust
Property Yield Margin to 1.66%.
(m) Amendments to include a new Arrears and Step-Up Reserve.
(n) Amendments to reflect the discontinuation of LIBOR and the
introduction of Risk Free Interest Rates.
(o) Amendments to reflect updates to (i) the fixed rate loans
Funding 2 Swap; and (ii) the tracker and variable rate loan Funding
2 Swap.
(p) Amendments to reflect the fact that Permanent Funding (No.
1) Limited no longer has an interest in the trust property and that
Funding 1 issuing entities have now been dissolved and therefore no
longer form part of the Programme.
(q) Amendments to reflect the removal of the Funding 2 Yield Reserve Fund.
(r) Amendments to reflect the removal of S&P as a rating
agency in the Programme and consequential changes to the ratings
triggers.
(s) Amendments to include rights of modification without
noteholder consent for: (i) the purposes of complying with
regulatory requirements such as the UK and EU Securitisation
Regulations, (ii) the purpose of enabling the appointment of a new
rating agency and (iii) for the purpose of UK EMIR and/or EU
EMIR.
(t) Amendments to reflect the removal of the Post-enforcement
Call Option and the Post-Enforcement Call Option Holder.
(u) Miscellaneous, formal, minor, technical, amendments, such as
updating dates, updating notice provisions, correcting manifest
errors, and implementing operational process-related
amendments.
(v) Amendments to the Series 2015-1 GBP1,000,000,000 Class A4
Notes to change the Final Maturity Date to the Interest Payment
Date falling in July 2075 and the Step-Up Date to the Interest
Payment Date falling in October 2035.
(w) Amendments to the Series 2016-1 GBP1,750,000,000 Class A2
Notes to change the Final Maturity Date to the Interest Payment
Date falling in July 2075, the Step-Up Date to the Interest Payment
Date falling in October 2035, the Call Option Date to the Interest
Payment Date falling in October 2030 and each subsequent Interest
Payment Date thereafter and the margin to 0.73% and the Step-Up
Margin to 0.73%.
(x) Amendments to the Series 2018-1 GBP1,000,000,000 Class A3
Notes to change the Final Maturity Date to the Interest Payment
Date falling in July 2075 and the Step-Up Date to the Interest
Payment Date falling in October 2035.
(y) Amendments to the Series 2019-1 GBP500,000,000 Class A3
Notes to change the Final Maturity Date to the Interest Payment
Date falling in July 2075.
(z) Amendments to the Series 2019-1 GBP500,000,000 Class A4
Notes to change the Final Maturity Date to the Interest Payment
Date falling in July 2075 and the Step-Up Date to the Interest
Payment Date falling in October 2034.
(aa) Amendments to the Series 2015-1 GBP370,000,000 Class B
Notes to change the Final Maturity Date to the Interest Payment
Date falling in July 2075 and the Call Option Date to the Interest
Payment Date occurring in October 2025 and each subsequent Interest
Payment Date thereafter or, following the issuance of Notes by the
Master Issuer under the Programme as updated on the 2023 Programme
Update Date, the Interest Payment Date occurring in July 2023 and
each subsequent Interest Payment Date.
(bb) Amendments to the Series 2015-1 GBP270,000,000 Class M
Notes due 15 July 2075 to change the Final Maturity Date to the
Interest Payment Date falling in July 2075 and the Call Option Date
to the Interest Payment Date occurring in October 2025 and each
subsequent Interest Payment Date thereafter or, following the
issuance of Notes by the Master Issuer under the Programme as
updated on the 2023 Programme Update Date, the Interest Payment
Date occurring in July 2023 and each subsequent Interest Payment
Date.
(cc) Amendments to the Series 2015-1 GBP370,000,000 Class C
Notes due 15 July 2075 to change the Final Maturity Date to the
Interest Payment Date falling in July 2075 and the Call Option Date
to the Interest Payment Date occurring in October 2025 and each
subsequent Interest Payment Date thereafter or, following the
issuance of Notes by the Master Issuer under the Programme as
updated on the 2023 Programme Update Date, the Interest Payment
Date occurring in July 2023 and each subsequent Interest Payment
Date.
The relevant Series of Notes
The following are the relevant Series of Notes which have been
amended to reflect the updates made to the Programme:
-- Series 2015-1 GBP1,000,000,000 Class A4 Notes due 15 July 2075;
-- Series 2015-1 Notes GBP370,000,000 Class B Notes due 15 July 2075;
-- Series 2015-1 GBP270,000,000 Class M Notes due 15 July 2075;
-- Series 2015-1 GBP370,000,000 Class C Notes due 15 July 2075;
-- Series 2016-1 GBP1,750,000,000 Class A Notes due 15 July 2075;
-- Series 2018-1 GBP1,000,000,000 Class A3 Notes due 15 July 2075;
-- Series 2019-1 GBP500,000,000 Class A3 Notes due 15 July 2075;
-- Series 2019-1 GBP500,000,000 Class A4 Notes due 15 July 2075.
For further information, please contact:
Bank of Scotland plc
Group Corporate Treasury
25 Gresham Street
London
EC2V 7HN
Attention: Securitisation Manager
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END
MSCKZGZDDDNGFZM
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