TIDM58XU
RNS Number : 2632F
NewDay Funding 2018-2 PLC
13 November 2020
NewDay Funding 2018-2 plc
13 November 2020
THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION OF INTEREST TO
THE REGISTERED AND BENEFICIAL OWNERS OF THE CLASS A1 NOTES (AS
DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND
OTHER INTERMEDIARIES RECEIVING THIS ANNOUNCEMENT ARE REQUESTED TO
PASS THIS ANNOUNCEMENT TO SUCH BENEFICIAL OWNERS IN A TIMELY
MANNER.
If you are in any doubt as to the action you should take, you
are recommended to seek your own financial advice immediately from
your stockbroker, bank manager, solicitor, accountant or other
financial 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 announcement is addressed only to current holders of the
Class A1 Notes (as defined below). It must not be acted on or
relied on by persons who are not current holders of the Class A1
Notes.
If you have recently sold or otherwise transferred any of your
holding of Class A1 Notes (as defined below), you should
immediately forward a copy of 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.
THIS ANNOUNCEMENT 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.
NEWDAY FUNDING 2018-2 PLC
1 Bartholomew Lane
London EC2N 2AX
(the " Issuer ")
RNS ANNOUNCEMENT IN RESPECT OF CLASS A1 RESET
For the attention of the holders of the following notes of the
Issuer
$150,000,000 Class A1 Asset Backed Floating Rate Notes due 2026
(ISIN (Reg S): XS1882672899, Common Code (Reg S): 188267289, ISIN
(Rule 144A): N/A, Common Code (Rule 144A): N/A and CUSIP:
65120BAA1)
(the " Class A1 Notes ")
1. We refer to the prospectus dated 1 November 2018 issued in
respect of the Class A1 Notes (the " Prospectus "). A Class A1
Reset Notice (as defined in the Prospectus) has been delivered on
13 November 2020 (the " Notice ") and shall be effective from 15
December 2020 (the " Reset Date ") provided that the Issuer has
obtained a Rating Confirmation from each Rating Agency in respect
of the Class A1 Reset specified in the Notice, and that the Issuer
has not revoked the Notice, on or prior to such date.
2. Pursuant to the terms of the Notice:
(a) the Class A1 Scheduled Redemption Date shall be reset such
that it shall fall on the Interest Payment Date in December
2021;
(b) the Rate of Interest in respect of the Class A1 Notes shall
be amended such that it shall, subject to Note Condition
6(b)(ii)(B) ( Rate of Interest ), be equal to the New Dollar
Reference Rate plus:
(i) from the Reset Date to but excluding the New Class A1
Step-Up Date, 1.10 per cent. per annum; and
(ii) from and including the New Class A1 Step-Up Date, 2.10 per cent. per annum,
where:
" Compounded Daily SOFR " means, in respect of any Interest
Period, the rate of return of a daily compound interest investment
(with the daily SOFR Reference Rate as the reference rate for the
calculation of interest) and will be calculated by the Agent Bank
on the Related Interest Determination Date, as follows, and the
resulting percentage will be rounded, if necessary, to the nearest
0.0001 per cent., with 0.00005 being rounded upwards:
http://www.rns-pdf.londonstockexchange.com/rns/2632F_1-2020-11-13.pdf
where:
" d " means the number of calendar days in the relevant Interest
Period;
" d o " means the number of New York Business Days in the
relevant Interest Period;
" i " means a series of whole numbers from 1 to d o , each
representing the relevant New York Business Day in chronological
order from, and including, the first New York Business Day in the
relevant Interest Period;
" n i " means, for any New York Business Day "i", the number of
calendar
days from, and including, such New York Business Day "i" up to,
but excluding, the following New York Business Day;
" New York Fed's Website " means the website of the Federal
Reserve Bank of New York currently at https://www.newyorkfed.org,
or any successor website of the Federal Reserve Bank of New York,
or such other Screen as displays the SOFR Reference Rate;
" NYBD " means New York Business Day;
" SOFR Reference Rate " means, in respect of any New York
Business Day, a reference rate equal to the daily Secured Overnight
Financing Rate as provided by the Federal Reserve Bank of New York,
as the administrator of such rate (or any successor administrator
of such rate) on the New York Fed's Website, in each case on or
about 5:00 p.m. (New York City Time) on the New York Business Day
immediately following such New York Business Day; and
" SOFR i-5NYBD " means, in respect of any New York Business Day
falling in the relevant Interest Period, the SOFR Reference Rate
for the New York Business Day falling five New York Business Days
prior to the relevant New York Business Day "i",
provided that each reference to "New York Business Day" in the
definitions of "d 0 " and "n i ", and the first and last references
to "New York Business Day" in the definition of "SOFR i-5NYBD ",
shall be deemed to include the first day and the last day of the
relevant Interest Period, even if (in either case) it is not a New
York Business Day;
" Federal Reserve's Website " means the website of the Board of
Governors of the Federal Reserve System at
https://www.federalreserve.gov, or any successor website of the
Board of Governors of the Federal Reserve System (including any
Screen on which the relevant information is displayed);
" Interest Determination Date " means, in relation to the
calculation of Compounded Daily SOFR, the date falling five New
York Business Days prior to an Interest Payment Date, and the
Interest Determination Date shall relate to an Interest Period (and
be the " Related Interest Determination Date " in respect of such
Interest Period and the Class A1 Notes) where the Interest Period
ceases on the Interest Payment Date immediately following such
Interest Determination Date;
" New Class A1 Step-Up Date " means the Distribution Date
falling in December 2021 if the Class A1 Scheduled Redemption Date
is postponed as a result of the delivery of a Class A1 Extension
Notice;
" New Dollar Reference Rate " means, on any date of
determination, the floating rate determined by the Agent Bank by
reference to the Compounded Daily SOFR on such date provided
that:
(a) if, in respect of any relevant New York Business Day, the
Agent Bank determines that the SOFR Reference Rate is not available
on the Screen and has not otherwise been published by the relevant
authorised distributors, such SOFR Reference Rate shall be the SOFR
Reference Rate for the first preceding New York Business Day on
which the SOFR Reference Rate was published on the New York Fed's
Website;
(b) notwithstanding paragraph (a) above, in the event the
Federal Reserve Board and/or the Federal Reserve Bank of New York
or a committee officially endorsed or convened by the Federal
Reserve Board and/or the Federal Reserve Bank of New York for the
purposes of recommending a replacement for SOFR publishes guidance
as to: (i) how the SOFR Reference Rate is to be determined; or (ii)
any rate that is to replace the SOFR Reference Rate, the Agent Bank
in conjunction with the Issuer (or the Cash Manager on behalf of
the Issuer) shall, to the extent that it is reasonably practicable,
follow such guidance in order to determine SOFR(i-5NYBD) , for so
long as the SOFR Reference Rate is not available on the relevant
Screen and has not otherwise been published by the authorised
distributors; and
(c) in the event that the Compounded Daily SOFR cannot be
determined by the Agent Bank, the Compounded Daily SOFR shall be
determined as if references to the SOFR Reference Rate were to: (i)
the Overnight Bank Funding Rate published on the New York Fed's
Website for any date of determination; or (ii) if the Overnight
Bank Funding Rate ceases, the short-term interest rate target set
by the Federal Open Market Committee and published on the Federal
Reserve's Website or, if the Federal Open Market Committee has not
set a single rate, the mid-point of the short-term interest rate
target range set by the Federal Open Market Committee and published
on the Federal Reserve's Website (calculated as the arithmetic
average of the upper bound of the target range and the lower bound
of the target range);
" New York Business Day " means, for the purposes of the
calculation of the New Dollar Reference Rate and related
definitions, any day except for a Saturday, Sunday or a day on
which SIFMA recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in
U.S. Government Securities or, if paragraph (c) of the definition
of "New Dollar Reference Rate" applies, any day on which commercial
banks are open for general business (including dealings in foreign
exchange and foreign currency deposits) in New York City; and
" Screen " means, in relation to the SOFR Reference Rate, the
New York Fed's Website or such other screen, page or website as may
replace the New York Fed's Website for the purpose of displaying
such information;
(c) the Class A1 LN Rate shall, subject to paragraph (b)(ii) of
the definition thereof, be equal to the Sterling Reference Rate for
one-month deposits, plus:
(i) in the case of Calculation Periods from the Reset Date to
but excluding the New Class A1 Step-Up Date, 1.2669 per cent. per
annum; and
(ii) in the case of Calculation Periods from and including the
New Class A1 Step-Up Date, 2.5654 per cent. per annum,
provided that , if the New Dollar Reference Rate is, pursuant to
the Note Conditions and the Class A1 Reset Notice, determined in a
different manner or by reference to a different index or
methodology and the Party A Floating Rate Option 1 (as defined in
the Class A1 Swap Agreement) is, pursuant to the Class A1 Swap
Agreement, adjusted to match such New Dollar Reference Rate, then
each such percentage shall be increased or decreased to reflect any
related change to the "Party B Spread 1" implemented pursuant to
the terms of the Class A1 Swap Agreement; and
(d) to the extent necessary, consequential changes shall be made
to the relevant Issuer Documents and/or the Transaction Documents
in order to effect the Class A1 Reset.
3. In accordance with the Note Conditions and the terms of the
Notice, the Issuer (or the Cash Manager on behalf of the Issuer)
hereby reserves the right to revoke the Notice at any time prior to
15 December 2020. Should the Issuer (or the Cash Manager on behalf
of the Issuer) decide to revoke the Notice, the Notice shall be of
no effect and the Issuer (or the Cash Manager on behalf of the
Issuer) may, on the first such revocation only and no later than
the Class A1 Reset Notification Date, deliver one further Class A1
Reset Notice.
4. If, subsequent to the delivery of the Notice (and subject to
it not being revoked), on or before 1 December 2020 (being the
Class A1 Put Notification Date), one or more Class A1 Noteholders
have delivered a Class A1 Put Notice to the Issuer in respect of
the Notice (and have not, prior to the Class A1 Scheduled Put Date,
revoked such notice) then, on the Class A1 Scheduled Put Date and
each subsequent Interest Payment Date, the Issuer shall apply Class
A1 Put Available Funds, in accordance with Note Condition 7(f) (
Required Repurchase of Class A1 Notes ), towards the repurchase of
the Put Class A1 Notes.
5. A Class A1 Noteholder which, in response to the Notice,
wishes to deliver to the Issuer a Class A1 Put Notice may do so by
delivering such a notice substantively in the form scheduled hereto
before the Class A1 Put Notification Date (being 1 December 2020)
indicating that it requires the Issuer to repurchase its Class A1
Notes in accordance with Note Condition 7(f) ( Required Repurchase
of Class A1 Notes ) and undertaking for the benefit of the Issuer
to inform the Issuer of any subsequent transfer of such Class A1
Notes and to require any transferee to grant a similar undertaking.
For this purpose:
(a) the Class A1 Put Funding Notification Date will be 15 December 2020; and
(b) the Issuer shall only accept delivery of any Class A1 Put Notice by email to directors- uk@intertrustgroup.com and securitisationnotices@newday.co.uk and no other method of communication by a Class A1 Noteholder with respect to the Class A1 Put Notice shall be valid.
Following delivery of a validly completed Class A1 Put Notice,
the relevant Class A1 Noteholder will need to make arrangements
with the Issuer or the Cash Manager (or an agent on their behalf)
for the repurchase of that Class A1 Noteholder's Class A1 Notes. In
order for a Class A1 Noteholder to have its Class A1 Notes
repurchased in accordance with Note Condition 7(f) ( Required
Repurchase of Class A1 Notes ), it will be necessary for such Class
A1 Noteholder to (i) deliver a validly completed Class A1 Put
Notice by the Class A1 Put Notification Date and (ii) deliver
further settlement instructions as advised to it by the Issuer or
the Cash Manager (or an agent on their behalf). Failure to do so
will result in such Class A1 Noteholder's Class A1 Notes not being
repurchased.
6. Capitalised terms used, but not defined, in this announcement
have the meanings given to them in the Prospectus.
7. Should any Noteholder have any queries in relation to this
announcement or the Notice, such Noteholder should contact the
Issuer (copying the Cash Manager) using the below contact
details.
Contact Details:
Issuer: Email: directors-uk@intertrustgroup.com
With a copy to:
Cash Manager: Email: securitisationnotices@newday.co.uk
This announcement is given by
NEWDAY FUNDING 2018-2 PLC
LEI: 21380079MGGRQW6Z7Z61
Dated 13 November 2020
SCHEDULE
FORM OF CLASS A1 PUT NOTICE
To: NEWDAY FUNDING 2018-2 PLC
(the " Issuer ")
NEWDAY CARDS LTD
(the " Cash Manager ")
HSBC BANK PLC
(the " Principal Paying Agent ")
NEWDAY FUNDING 2018-2 PLC
1 Bartholomew Lane,
London EC2N 2AX
(the " Issuer ")
CLASS A1 PUT NOTICE
$150,000,000 Class A1 Asset Backed Floating Rate Notes due 2026
(ISIN: XS1882672899, Common Code: 188267289, U.S. ISIN: N/A, U.S.
Common Code: N/A and CUSIP: 65120BAA1)
(the " Class A1 Notes ")
1. We refer to the Class A1 Reset Notice given by the Issuer on
13 November 2020. This is a Class A1 Put Notice.
2. We hereby give notice that we require the Issuer to
repurchase our Class A1 Notes in accordance with Note Condition
7(f) ( Required Repurchase of Class A1 Notes ).
3. We hereby undertake, for the benefit of the Issuer, to inform
the Issuer of any subsequent transfer of Class A1 Notes from us to
any third party at any time on or following the date of this Class
A1 Put Notice and to require any transferee to grant a similar
undertaking.
This Class A1 Put Notice relates to Class A1 Notes in the
following aggregate principal
amount:
......................................................................
......................................................................
......................................................................
Payment should be made by [ complete and delete as appropriate
]:
-- transfer to [ details of the relevant clearing system account
maintained by the payee ].
All notices and communications relating to this Class A1 Put
Notice should be sent to the address or email address specified
below.
Name of Holder:
............................................................................
[Registered
............................................................................
Number:]
[Registered
Address:]
............................................................................
Address:
............................................................................
............................................................................
............................................................................
Email Address:
............................................................................
Signature of Holder: ......................................................................
Name:
......................................................................
Title:
......................................................................
Date:
......................................................................
THIS NOTICE WILL NOT BE VALID UNLESS ALL OF THE PARAGRAPHS
REQUIRING COMPLETION HAVE BEEN DULY COMPLETED (INCLUDING, WHERE
REQUIRED, BY INDICATING THAT ANY REQUESTED INFORMATION IS NOT
RELEVANT).
FOLLOWING THE DELIVERY OF THIS NOTICE, THE HOLDER WILL BE
REQUIRED TO DELIVER FURTHER SETTLEMENT INSTRUCTIONS AS ADVISED TO
IT BY THE ISSUER OR THE CASH MANAGER (OR AN AGENT ON THEIR BEHALF).
FAILURE TO DO SO WILL RESULT IN SUCH HOLDER'S CLASS A1 NOTES NOT
BEING REPURCHASED.
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END
STRBJBLTMTJBMIM
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