TIDM52RS
RNS Number : 0874K
Gosforth Funding 2018-1 PLC
31 August 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 2018--1 PLC
8th Floor
100 Bishopsgate
London EC2N 4AG
United Kingdom
(the "Issuer")
NOTICE OF RESULTS OF BASE RATE MODIFICATION
to the holders of the following notes of the Issuer presently
outstanding
US$557,895,000 (current amount outstanding US$150,384,127) Class
A1 Mortgage Backed Floating Rate Notes due 2060
Reg S ISIN: XS1863916679; Rule 144A ISIN: US38312RAA14; CUSIP:
38312R AA1
(the "Class A1 Notes")
GBP409,935,000 (current amount outstanding GBP223,317,002) Class
A2 Mortgage Backed Floating Rate Notes due 2060
Reg S ISIN: XS1863917057; Rule 144A ISIN: XS1863917131
(the "Class A2 Notes")
GBP441,684,000 (current amount outstanding GBP441,684,000) Class
A3 Mortgage Backed Floating Rate Notes due 2060
Reg S ISIN: XS1863917214; Rule 144A ISIN: XS1863917305
(the "Class A3 Notes")
GBP49,956,000 (current amount outstanding GBP49,956,000) Class M
Mortgage Backed Floating Rate Notes due 2060
Reg S ISIN: XS1863917644; Rule 144A ISIN: XS1863917727
(the "Class M Notes")
GBP99,911,000 (current amount outstanding GBP99,911,000) Class Z
Mortgage Backed Fixed Rate Notes due 2060
Reg S ISIN: XS1863918022; Rule 144A ISIN: XS1863918451
(the "Class Z Notes")
(together, the "Noteholders" and the "Notes", respectively)
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
On 28 July 2021, in accordance with Condition 14 (Notice to
Noteholders), the Issuer announced an intention to amend the
Relevant Notes with effect from 25 February 2022 (the Notice of
Base Rate Modification) by amending the documents specified in the
Notice of Base Rate Modification in order to effect the Proposed
Base Rate Modification.
Capitalised terms used but not otherwise defined herein shall
have the meanings given to them in the Notice of Base Rate
Modification.
Background
Pursuant to Condition 11(F)(a)(iii) (Additional Right of
Modification), it is a condition to the Note Trustee concurring
with the Issuer in making the Proposed Base Rate Modification that
the Issuer has certified in writing to the Note Trustee that it has
not been notified in writing (or otherwise in accordance with the
then current practice of any applicable clearing system through
which such Notes may be held) by 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) that such Noteholders do not consent to
the Proposed Base Rate Modification within 30 calendar days of the
date of the Notice of Base Rate Modification (the Negative Consent
Process).
Class A Noteholders who wished to notify the Issuer that they
objected to the Proposed Base Rate Modification must have done so
in accordance with the procedures set out in the Notice of Base
Rate Modification by 4.00 p.m. (London time) on 27 August 2021
(such time and date being the Deadline). No physical or virtual
meeting of Noteholders has been or will be held in connection with
the Negative Consent Process.
Outcome of the Negative Consent Process
The Deadline has now passed and the Issuer now announces the
results of the Negative Consent Process.
NOTICE IS HEREBY GIVEN to the Noteholders in accordance with
Condition 14 (Notice to Noteholders) that the voting results are as
follows:
Details of the Notes Reg S ISIN Outstanding Outcome of
Principal Negative Consent
Amount Process
US$557,895,000 Class XS1863916679 US$150,384,127 None of the
A1 Mortgage Backed aggregate Sterling
Floating Rate Notes Equivalent
due 2060 Principal Amount
Outstanding
of the Most
Senior Class
of Notes then
outstanding
has objected
to the Proposed
Base Rate Modification.
GBP409,935,000 Class XS1863917057 GBP223,317,002
A2 Mortgage Backed
Floating Rate Notes
due 2060
GBP441,684,000 Class XS1863917214 GBP441,684,000
A3 Mortgage Backed
Floating Rate Notes
due 2060
GBP49,956,000 Class XS1863917644 GBP49,956,000
M Mortgage Backed
Floating Rate Notes
due 2060
GBP99,911,000 Class XS1863918022 GBP99,911,000
Z Mortgage Backed
Fixed Rate Notes
due 2060
Following the expiry of the Deadline, the Tabulation Agent has
calculated the number of voting instructions received and has
notified each of the Issuer, the Servicer, the Note Trustee and the
Security Trustee. No "Reject" votes have been received in
accordance with the procedures set out in the Notice of Base Rate
Modification from Class A Noteholders and accordingly the number of
"Reject" votes which have been received is less than the threshold
of 10% of the aggregate Sterling Equivalent Principal Amount
Outstanding of the Class A Notes then outstanding at the Deadline.
As such, the Issuer, the Note Trustee, the Security Trustee and the
other parties to the Deed of Amendment and Restatement, subject to
the satisfaction of the other requirements of Condition
11(F)(a)(iii) (Additional Right of Modification), will enter into
the Deed of Amendment and Restatement shortly after the date of
this Notice , with the Proposed Amendments to take effect from the
Interest Payment Date falling in February 2022 (being 25 February
2022).
Summary of the Proposed Base Rate Modification
1. the Rate of Interest for the GBP 409,935,000 Class A2
Mortgage Backed Floating Rate Notes due 2060, GBP 441,684,000 Class
A3 Mortgage Backed Floating Rate Notes due 2060 and GBP 49,956,000
Class M Mortgage Backed Floating Rate Notes due 2060 issued by
Gosforth Funding 2018-1 plc will be converted from a LIBOR to a
SONIA basis, with a consequential adjustment to the Relevant Margin
and the Step-up Margin of each of the Class A2, Class A3 and Class
M Notes (as described in Appendix 1 of the Notice of Base Rate
Modification);
2. to amend the Basis Rate Swap Agreements such that the
"Floating Rate Option" is calculated by reference to a
"SONIA"-based rate; and
3. to change the "Party B Floating Rate Option" in the
confirmation to the Currency Swap Agreement from a "LIBOR"-based
rate to a "SONIA"-based rate.
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 2018--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 2018--1 PLC
as Issuer
Dated 31 August 2021
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END
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