TIDM83WL
RNS Number : 3997Q
Gosforth Funding 2017-1 PLC
25 February 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 2017--1 PLC
8th Floor
100 Bishopsgate
London EC2N 4AG
United Kingdom
(the "Issuer")
NOTICE IN RESPECT OF IMPLEMENTATION OF PROPOSED BASE RATE
MODIFICATION
to the holders of the following notes of the Issuer presently
outstanding
US$421,053,000 (current amount outstanding US$46,427,409) Class
A1a Mortgage Backed Floating Rate Notes due 2059
Reg S ISIN: XS1679333432; Rule 144A ISIN: US383121AA85; CUSIP:
383121 AA8
(the "Class A1a Notes")
GBP222,726,000 (current amount outstanding GBP24,558,882) Class
A1b Mortgage Backed Floating Rate Notes due 2059
Reg S ISIN: XS1679333945; Rule 144A ISIN: XS1679334240
(the "Class A1b Notes")
GBP473,685,000 (current amount outstanding GBP473,685,000) Class
A2 Mortgage Backed Floating Rate Notes due 2059
Reg S ISIN: XS1679335486; Rule 144A ISIN: XS1679335643
(the "Class A2 Notes")
GBP46,073,000 (current amount outstanding GBP46,073,000) Class M
Mortgage Backed Floating Rate Notes due 2059
Reg S ISIN: XS1679337185; Rule 144A ISIN: XS1679337342
(the "Class M Notes")
GBP97,904,000 (current amount outstanding GBP97,904,000) Class Z
Mortgage Backed Fixed Rate Notes due 2059
Reg S ISIN: XS1679337425; Rule 144A ISIN: XS1679337698
(the "Class Z Notes")
(together, the "Noteholders" and the "Notes", respectively)
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
We refer to (i) the notice dated 22 January 2021 given to the
Noteholders of the Issuer's intention to effect the Proposed Base
Rate Modification from the Effective Date (as defined below) (the
Notice of Base Rate Modification), (ii) the notice dated 23
February 2021 notifying the Noteholders that 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) have not objected to the
Proposed Base Rate Modification as at the Deadline (as defined
therein) and (iii) the notice dated 24 February 2021 notifying
Noteholders of the pricing information which was determined by the
Solicitation Agent in accordance with Appendix 1 (Margin Adjustment
Paper) of the Notice of 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.
NOTICE IS HEREBY GIVEN by the Issuer to the Noteholders in
accordance with Condition 14 (Notice to Noteholders) that the
requirements of Condition 11(F)(a)(iii) (Additional Right of
Modification) have been satisfied and that the Amended Documents
have been entered into by the Issuer in in order to effect the
Proposed Base Rate Modification. The amendments contemplated by
such Amended Documents will become effective on and from 19 March
2021 (the Effective Date).
For the avoidance of doubt, the reference rate applicable to the
Relevant Notes up (to but excluding) the Effective Date shall
continue to be 3 month GBP LIBOR and the interest payment made on
the Effective Date in respect of the Relevant Notes will not be
affected by the Proposed Base Rate Modification.
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 2017--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 2017--1 PLC
as Issuer
Dated 25 February 2021
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END
MSCFLFIEFIIEFIL
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