THIS NOTICE IS
IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.
PLEASE LET THIS NOTICE SERVE AS OFFICIAL AUTHORISATION (LETTER OF
AUTHORITY) TO RELEASE SECURITY HOLDINGS IDENTITY INFORMATION UNDER
EU DIRECTIVE 2007/36/EC AND THE RELATED COMMISSION IMPLEMENTING
REGULATION (EU) 2018/1212 OF 03 SEPTEMBER 2018. IF NOTEHOLDERS ARE
IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK
THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX
CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR,
ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL
ADVISER.
Great Hall Mortgages No.1
plc
Series 2006-01
(incorporated with
limited liability under the laws of England and Wales with
registered number 05950229)
(the "Issuer" or the "Transaction" as the context
requires)
NOTICE
to the holders of
the
GBP 216,300,000
Class A2a Notes due June 2038 (Common Code: 027608639; ISIN:
XS0276086393)
EUR 175,000,000
Class A2b Notes due June 2038 (Common Code: 027609279; ISIN:
XS0276092797)
GBP 25,800,000 Class
Ba Notes due June 2038 (Common Code 027608698; ISIN: XS0276086989)
EUR 7,500,000 Class
Bb Notes due June 2038 (Common Code: 027609333; ISIN: XS0276093332)
GBP 11,500,000 Class
Ca Notes due June 2038 (Common Code: 027608752; ISIN:
XS0276087524)
EUR 8,000,000 Class
Cb Notes due June 2038 (Common Code: 027609392; ISIN: XS0276093928)
GBP 6,000,000 Class
Da Notes due June 2038 (Common Code: 027608850; ISIN:
XS0276088506)
EUR 11,500,000 Class
Db Notes due June 2038 (Common Code: 027609503; ISIN: XS0276095030)
and
GBP 5,600,000 Class
Ea Notes due June 2038 (Common Code: 027608922; ISIN:
XS0276089223)
Capitalised terms used but not otherwise defined
in this notice shall have the meanings set out in the glossary in
the programme prospectus issued by the Issuer on 7 December 2006
and the glossary in the note issue supplement dated 7 December 2006
each in respect to the Transaction.
In this notice:
"Legal Title
Holder" means Platform Funding Limited.
"Regulatory
Synthetic LIBOR" means the three-month "synthetic" LIBOR
that has been published (among other tenors) on and from 1 January
2022 pursuant to the Critical Benchmarks (References and
Administrators' Liability) Act 2021, on the basis of the publicly
quoted three-month ICE Term SONIA reference rate plus a spread
adjustment of 0.1193% per annum which in order to ensure a degree
of parity between three-month LIBOR and the reconstituted synthetic
LIBOR.
"3
Month Term
SONIA" means the risk-free interest rate
for sterling over the relevant forward-looking tenor (as
implied by overnight index swap contracts that reference
SONIA) administered and published by Refinitiv
Benchmark Services (UK) Limited on each London business day at
11:50am London time.
The Issuer refers to the
727 Mortgage Loans comprising the Series
Portfolio Mortgages. The interest rate payable by the relevant
Borrowers in respect of 297 of those
Mortgage Loans is currently calculated by reference to Regulatory
Synthetic LIBOR plus the margin applicable to that Mortgage Loan
(the "LIBOR Mortgage
Loans").
The Issuer notifies the Noteholders that the
Financial Conduct Authority published its notice (the "IBA Notice") to ICE Benchmark
Administration ("IBA") to
compel the IBA to continue the publication of Regulatory Synthetic
LIBOR until the end of March 2024, but not beyond that
date. The Financial Conduct Authority confirms in the IBA
Notice that parties to contracts referencing Regulatory Synthetic
LIBOR are to be transitioned to reference appropriate alternative
rates by the end of March 2024. The Legal Title Holder of the LIBOR
Mortgage Loans has now started a project to transition the LIBOR
Mortgage Loans to reference 3 Month Term SONIA as the alternative
benchmark to meet this deadline. The alternative rate plus credit
spread adjustment of 0.1193% plus the margin applicable to that
LIBOR Mortgage Loan will derive the interest rate payable by the
Borrower of that LIBOR Mortgage Loan.
The terms and conditions of the LIBOR Mortgage
Loans have been reviewed by TLT LLP ("TLT"), a law firm retained by the Legal
Title Holder of the LIBOR Mortgage Loans, to confirm and advise how
the interest rate setting terms are drafted and whether consent
from Borrowers is required to make the necessary changes to
reference the alternative benchmark of 3 Month Term SONIA.
Following delivery of TLT's report, the Legal Title Holder has
confirmed that the applicable terms and conditions for
the LIBOR Mortgage Loans contain a unilateral ability, on the part
of the Legal Title Holder, to amend, vary or modify the terms and
conditions relating to interest rate calculation and setting.
In light of the IBA Notice, the Issuer notifies
the Noteholders that the Series Portfolio Servicer, on behalf of
the Legal Title Holder, will take the following action ahead of the
end of March deadline:
The
intended approach
1. The Series Portfolio Servicer,
on behalf of the Legal Title Holder of the LIBOR Mortgage Loans,
will be contacting all Borrowers of LIBOR Mortgage Loans comprising
the Series Portfolio Mortgages to confirm that their LIBOR Mortgage
Loans will be transitioned to reference 3 Month Term SONIA (the
"Replacement Benchmark") as
a replacement to Regulatory Synthetic LIBOR and seeking consent to
make the required amendments to their terms and
conditions.
2. As set out above,
there is a unilateral right in the applicable terms and conditions
for the Legal Title Holder to change the reference benchmark
applicable to setting the interest rate for the LIBOR
Mortgage Loans. However, following legal advice
received by the Legal Title Holder, the Series Portfolio Servicer, on behalf of the
Legal Title Holder, intends to seek active consent from the
Borrowers of the LIBOR Mortgage Loans, to
ensure (i) that it is treating customers fairly across the LIBOR
Mortgage Loans; (ii) compliance with the overarching regulatory
expectation of early engagement with Borrowers and the
Series Portfolio Servicer and Legal Title Holder's
consumer duty; and (iii) to mitigate the risk of later
challenge.
3. In order
to effect the transition to the Replacement Benchmark, the Series
Portfolio Servicer, on behalf of the Legal Title Holder, are taking
the following steps set out below.
|
|
LIBOR Mortgage Loans
|
Indicative
timeframe
|
|
First
Step
|
An initial letter will be sent requesting each
relevant Borrower consents to the necessary amendments to their
respective terms and conditions of their LIBOR Mortgage
Loan.
|
The initial letters to all relevant Borrowers
were sent out on 4 May 2023.
|
|
Second
Step
|
If consent is not provided by a specified date,
a second letter will be sent to each relevant Borrower requesting
consent but also referencing a backstop position that, in the
absence of consent, the reference rate will be varied in accordance
with relevant Borrower's existing mortgage terms.
|
The second step correspondence to relevant
Borrowers was sent out on 29 September 2023.
|
|
Third
Step
|
A final letter, informing the Borrowers of the
switch and providing an indicative monthly payment.
|
Final letters were distributed on or about 12
February 2024.
|
The steps described have been designed to: (i)
effect an efficient transition process; (ii) comply with
both the Series Portfolio Servicer
and the Legal Title Holder's regulatory
requirements; and (iii) mitigate the risk of litigation being
brought in respect of the transition process (particularly by
claims management companies who are known to be looking for
opportunities arising from the LIBOR/Regulatory Synthetic LIBOR
transition).
4. In addition to the letters
referred to above, the Legal Title Holder will make an FAQ sheet
available, explaining why the transition needs to take place,
explaining what the Replacement Benchmark is and why it has been
chosen.
5. Whether or not a
Borrower actively consents, the terms and conditions applicable to
their interest rate calculation will take effect from the last
reset date before the end of March 2024 and all
LIBOR Mortgage Loans will be calculated by
reference to the Replacement Benchmark by no later than 14 March
2024 (being the day after the last reset date).
Project
costs
The Series Portfolio
Servicer, the Legal Title Holder and their respective
legal counsel will be invoicing the Issuer for the costs incurred
in relation to the project of transitioning the LIBOR
Mortgage Loans to the Replacement
Benchmark.
The
Issuer
Great Hall
Mortgages No. 1 plc
8th Floor 100 Bishopsgate
London
United Kingdom
EC2N 4AG
Attention:
The Directors
Tel:
+44 20 7606 5451
Email:
corpservices@lawdeb.com
This Notice is given by:
Great Hall
Mortgages No. 1 plc
Dated 23 February 2024
