TIDM74RU
RNS Number : 0591I
NewDay Funding 2019-2 PLC
09 August 2021
NewDay Funding 2019-2 plc
9 August 2021
THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION OF INTEREST TO
THE REGISTERED AND BENEFICIAL OWNERS OF THE CLASS A 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 A Notes (as defined below). It must not be acted on or relied
on by persons who are not current holders of the Class A Notes.
If you have recently sold or otherwise transferred any of your
holding of Class A Notes (as defined below), you should immediately
forward a copy of this announcement 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 2019-2 PLC
1 Bartholomew Lane
London EC2N 2AX
(the " Issuer ")
RNS ANNOUNCEMENT IN RESPECT OF CLASS A RESET
For the attention of the holders of the following notes of the
Issuer
$205,000,000 Class A Asset Backed Floating Rate Notes due 2027
(ISIN: XS2052206740, Common Code: 205220674, U.S. ISIN:
US65120KAA16, U.S. Common Code: 205445811 and CUSIP: 65120KAA1)
(the "Class A Notes")
1. We refer to the prospectus dated 16 September 2019 issued in
respect of the Class A Notes (the " Prospectus "). A Class A Reset
Notice (as defined in the Prospectus) has been published on 9
August 2021 through the Clearing Systems (the " Notice ") and shall
be effective from 15 September 2021 (the " Reset Date ") provided
that the Issuer has obtained a Rating Confirmation from each Rating
Agency in respect of the Class A 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 A Scheduled Redemption Date shall be reset such
that it shall fall on the Interest Payment Date in November
2022;
(b) the Rate of Interest in respect of the Class A Notes shall
be amended such that it shall, subject to Note Condition
6(b)(ii)(B) ( Rate of Interest ), be equal to the Dollar Reference
Rate plus:
(i) from the Reset Date to but excluding the New Class A Step-Up
Date, 0.90 per cent. per annum; and
(ii) from and including the New Class A Step-Up Date, 1.80 per cent. per annum,
where:
" New Class A Step-Up Date " means the Distribution Date falling
in November 2022 if the Class A Scheduled Redemption Date is
postponed as a result of the delivery of a Class A Extension
Notice;
(c) the Class A LN Rate for any Calculation Period shall,
subject to paragraph (b)(ii) of the definition thereof, be equal to
the Sterling Reference Rate for that Calculation Period, calculated
by the Agent Bank under the Associated Debt, plus:
(i) in the case of Calculation Periods from the Reset Date to
but excluding the New Class A Step-Up Date, 1.0930 per cent. per
annum; and
(ii) in the case of Calculation Periods from and including the
New Class A Step-Up Date, 2.2116 per cent. per annum,
provided that, if the Sterling Reference Rate and/or the Dollar
Reference Rate is, pursuant to the Note Conditions, determined in a
different manner or by reference to a different index or
methodology and the Party B Floating Rate Option and/or the Party A
Floating Rate Option (each as defined in the Class A Swap
Agreement) is, pursuant to the Class A Swap Agreement, adjusted to
match such Sterling Reference Rate and/or the 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 A 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 A 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 September 2021. 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 A Reset Notification Date, deliver one further Class A
Reset Notice.
4. If, subsequent to the delivery of the Notice (and subject to
it not being revoked), on or before 1 September 2021 (being the
Class A Put Notification Date), one or more Class A Noteholders
have delivered a Class A Put Notice to the Issuer in respect of the
Notice (and have not, prior to the Class A Scheduled Put Date,
revoked such notice) then, on the Class A Scheduled Put Date and
each subsequent Interest Payment Date, the Issuer shall apply Class
A Put Available Funds, in accordance with Note Condition 7(f) (
Required Repurchase of Class A Notes ), towards the repurchase of
the Put Class A Notes.
5. A Class A Noteholder which, in response to the Notice, wishes
to deliver to the Issuer a Class A Put Notice may do so by
delivering such a notice substantively in the form scheduled hereto
before the Class A Put Notification Date (being 1 September 2021)
indicating that it requires the Issuer to repurchase its Class A
Notes in accordance with Note Condition 7(f) ( Required Repurchase
of Class A Notes ) and undertaking for the benefit of the Issuer to
inform the Issuer of any subsequent transfer of such Class A Notes
and to require any transferee to grant a similar undertaking. For
this purpose:
(a) the Class A Put Funding Notification Date will be 15 September 2021; and
(b) the Issuer shall only accept delivery of any Class A Put Notice by email to directors- uk@intertrustgroup.com and securitisationnotices@newday.co.uk and no other method of communication by a Class A Noteholder with respect to the Class A Put Notice shall be valid.
Following delivery of a validly completed Class A Put Notice,
the relevant Class A 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 A Noteholder's Class A Notes. In order
for a Class A Noteholder to have its Class A Notes repurchased in
accordance with Note Condition 7(f) ( Required Repurchase of Class
A Notes ), it will be necessary for such Class A Noteholder to (i)
deliver a validly completed Class A Put Notice by the Class A 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 A
Noteholder's Class A 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 the
Notice or this announcement, 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 2019-2 PLC
LEI: 213800K74HOFSEKIJW76
Dated 9 August 2021
SCHEDULE
FORM OF CLASS A PUT NOTICE
To: NEWDAY FUNDING 2019-2 PLC
(the " Issuer ")
NEWDAY CARDS LTD
(the " Cash Manager ")
HSBC BANK PLC
(the " Principal Paying Agent ")
NEWDAY FUNDING 2019-2 PLC
1 Bartholomew Lane,
London EC2N 2AX
(the " Issuer ")
CLASS A PUT NOTICE
$205,000,000 Class A Asset Backed Floating Rate Notes due 2027
(ISIN: XS2052206740, Common Code: 205220674, U.S. ISIN:
US65120KAA16, U.S. Common Code: 205445811 and CUSIP: 65120KAA1)
(the "Class A Notes")
1. We refer to the Class A Reset Notice given by the Issuer on 9
August 2021. This is a Class A Put Notice.
2. We hereby give notice that we require the Issuer to
repurchase our Class A Notes in accordance with Note Condition 7(f)
( Required Repurchase of Class A Notes ).
3. We hereby undertake, for the benefit of the Issuer, to inform
the Issuer of any subsequent transfer of Class A Notes from us to
any third party at any time on or following the date of this Class
A Put Notice and to require any transferee to grant a similar
undertaking.
This Class A Put Notice relates to Class A 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 A 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 A NOTES NOT
BEING REPURCHASED.
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END
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