TIDM15GY
RNS Number : 9710U
Kenrick No.3 PLC
09 April 2021
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 RETAIL INVESTORS - Manufacturer target market is eligible
counterparties and professional clients only (all distribution
channels) pursuant to Regulation (EU) No 2017/565, Regulation (EU)
No 600/2014 and Regulation (EU) 2017/1129 as they form part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"). No key information document (KID) pursuant to Regulation
(EU) No 1286/2014 as it forms part of UK domestic law by virtue of
the EUWA ("UK PRIIPs Regulation") has been prepared as the Notes
referred to in this Notice are not available to retail investors in
the UK.
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, 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 advisors 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 notify the
Tabulation Agent (as defined below) accordingly.
THIS NOTICE 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.
THE NOTICE AND ITS CONTENTS MAY NOT BE FORWARDED OR DISTRIBUTED TO
ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER
WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS
DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY
WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE LAWS OF
APPLICABLE JURISDICTIONS.
In accordance with normal practice, none of the Issuer, the
Solicitation Agent (as defined below), the 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 LIBOR Modification, the Proposed
Amendments, the Amended Documents (each as defined below) or the
information set out in this Notice; and neither the Solicitation
Agent nor the Trustee (nor their respective affiliates, directors,
employees, officers, consultants or agents) makes any
representation or recommendation whatsoever as to any action to be
taken or not taken by Noteholders in relation to the Proposed LIBOR
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 (and its
affiliates) and the Trustee urge Noteholders who are in doubt as to
the impact of the implementation of the Proposed LIBOR
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. Neither the Issuer,
the Trustee nor the Solicitation Agent (nor their respective
directors, employees, officers, consultants or agents) has made or
will make any assessment of the merits of the Proposed LIBOR
Modification, the Proposed Amendments, the Amended Documents or
this Notice or of the impact of the Proposed LIBOR Modification,
the Proposed Amendments, the Amended Documents or this Notice on
the interests of the Noteholders either as a class or as
individuals.
KENRICK NO.3 PLC
11th Floor, 200 Aldersgate Street
EC1A 4HD London
United Kingdom
(the "Issuer")
NOTICE IN RESPECT OF BASE RATE AND SWAP RATE MODIFICATION -
RESULTS
to the holders of the following notes of the Issuer presently
outstanding
GBP350,000,000 Class A Mortgage Backed Floating Rate Notes Due
2054
ISIN: XS1725341041
GBP33,100,000 Class B Mortgage Backed Floating Rate Notes Due
2054
ISIN: XS1725342015
(the "Noteholders" and the "Notes", respectively)
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
NOTICE IS HEREBY GIVEN by the Issuer to the Noteholders in
accordance with Condition 22 (Notices) as follows:
1. We refer to the Notice of Base Rate and Swap Rate
Modification given to Noteholders (RNS Number: 4841R) dated 8 March
2021 (the "First Notice"), which set forth the Issuer's intention
to amend and restate the Incorporated Terms Memorandum, the Trust
Deed, the Mortgage Administration Agreement, the front swap
confirmation relating to the Fixed Rate Swap Agreement and the
Account Bank Agreement (the "Amended Documents") to:
(a) remove references to "LIBOR";
(b) change the reference rate to refer to a "SONIA" based rate;
(c) change the interest rate calculation provisions to refer to a "SONIA" based rate;
(d) reprice the Relevant Margin on the Notes to reflect the move
from LIBOR reference rate to a SONIA reference rate;
(e) align the base rate of the Fixed Rate Swap to the updated
reference rate for the Class A Notes; and
(f) certain other changes necessary or advisable to facilitate
the changes in (a) to (e) above,
(the "Proposed LIBOR Modification") in accordance with the
procedures set forth in Condition 17.2 (Additional Right of
Modification) of the Notes.
The Amended Documents in blackline format can be viewed at the
following link
https://www.westbrom.co.uk/about-us/financial-information/securitisation-transactions,
with the changes set out therein being the "Proposed
Amendments".
Capitalised terms used in this notice but not defined herein
shall have the meanings given to them in the First Notice.
2. Pursuant to Condition 17.2 (Additional Right of Modification)
the Trustee is required to concur with the Issuer in making the
Proposed LIBOR Modification if:
(a) the Trustee has not been contacted by Noteholders
representing at least 10 per cent. of the aggregate Principal
Amount Outstanding of the Most Senior Class of Notes (being the
Class A Notes) within 30 calendar days of the date of the First
Notice notifying the Trustee that such Noteholders do not consent
to the Proposed LIBOR Modification; and
(b) all other conditions set out in Condition 17.2 (Additional
Right of Modification) have been satisfied
The Issuer hereby confirms that rejections of the Proposed LIBOR
Modification received by the Trustee in accordance with the
procedures set out in the First Notice are less than the threshold
of 10% of the aggregate Principal Amount Outstanding of the Class A
Notes as of the Deadline (being 8 April 2021) and accordingly the
Proposed LIBOR Modification will be implemented in accordance with
Condition 17.2 (Additional Right of Modification) subject to
satisfaction of all other conditions set out in Condition 17.2
(Additional Right of Modification).
3. Additional notifications will be made to Noteholders in
accordance with Condition 22 (Notices) as soon as reasonably
practicable following the Pricing Date (as defined in the Pricing
Steps Paper) notifying the Noteholders of the Adjusted Margins, the
Class A Adjusted Step-Up Margin, the LIBOR vs SONIA Interpolated
Basis, the Forward Adjustment Spread and the Class A Step-Up Margin
Adjustment (each as defined in the Pricing Steps Paper) and
following the date on which the Proposed LIBOR Modification is
implemented.
4. Noteholders with queries concerning the content of this
Notice are kindly requested to contact the Issuer, Lloyds Bank
Corporate Markets plc in its capacity as the solicitation agent
(the "Solicitation Agent") or Citibank, N.A., London Branch as
tabulation agent (the "Tabulation Agent") using the details set out
below.
Contact Details:
Issuer: Kenrick No.3 Plc
c/o Maples Fiduciary Services (UK) Limited
11th Floor, 200 Aldersgate Street
London EC1A 4HD
United Kingdom
Tel: +44 (0)20 7466 1600
Attention: The Directors
Email: london_structured@maples.com
Solicitation Agent: Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
United Kingdom
Tel: +44 (0)20 7158 1726/1719
Attention: Liability Management Team
Email: liability.management@lloydsbanking.com
Tabulation Agent: Citibank N.A., London Branch
Citigroup Centre Canada Square
London E14 5LB
United Kingdom
Tel: +44 (0)20 7508 3867
Attention: Exchange Team
Email: exchange.gats@citi.com
This Notice is given by
KENRICK NO.3 PLC
as Issuer
Dated 9 April 2021
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END
BRCUKUWRAKUSRRR
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April 09, 2021 04:34 ET (08:34 GMT)
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