TIDM58HD
RNS Number : 7841S
Great Hall Mortgages No1 plc
13 March 2023
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
GREAT HALL MORTGAGES No. 1 PLC
Series 2007-02
(incorporated with limited liability in England and Wales under
number 5950229)
(the "Issuer")
NOTICE
to the holders of the
GBP 278,800,000 Class Aa Notes due June 2039 (Common Code:
030835450; ISIN: XS0308354504)
(the "Class Aa Notes")
EUR 30,000,000 Class Ab Notes due June 2039 (Common Code:
030835484; ISIN: XS0308354843)
(the "Class Ab Notes")
USD 600,000,000 Class Ac Notes due June 2039 (Common Code Reg S:
030846214; ISIN Reg S: XS0308462141; Common Code 144A: 30854411;
ISIN 144A: US39052PAA75; CUSIP Number: 39052PAA7)
(the "Class Ac Notes")
GBP 75,200,000 Class Ba Notes due June 2039 (Common Code
030835697; ISIN: XS0308356970)
(the "Class Ba Notes")
GBP 9,000,000 Class Ca Notes due June 2039 (Common Code:
030835735; ISIN: XS0308357358)
(the "Class Ca Notes")
EUR 42,100,000 Class Cb Notes due June 2039 (Common Code:
030835573; ISIN: XS0308355733)
(the "Class Cb Notes")
GBP 2,000,000 Class Da Notes due June 2039 (Common Code:
030835778; ISIN: XS0308357788)
(the "Class Da Notes")
EUR 28,000,000 Class Db Notes due June 2039 (Common Code:
030835611; ISIN: XS0308356111)
(the "Class Db Notes")
GBP 7,500,000 Class Ea Notes due June 2039 (Common Code:
030835786; ISIN: XS0308357861)
(the "Class Ea Notes")
and
EUR 10,000,000 Class Eb Notes due June 2039 (Common Code:
030835646; ISIN: XS0308356467)
(the "Class Eb Notes" ,
the Class Aa Notes, the Class Ab Notes, the Class Ac Notes, the
Class Ba Notes, the Class Ca Notes, the Class Cb Notes, the Class
Da Notes, the Class Db Notes, the Class Ea Notes and the Class Eb
Notes together, the "Notes")
Reference is made to:
(A) the Issuer's invitation to the holders of its outstanding
Notes (the "Noteholders") to consider and, if thought fit, approve
the Noteholder Proposal, being (i) the modification of certain Note
Specific Conditions, in order that the Note Interest Rate Benchmark
Rate be amended (as more fully set out in Annex A to the Notice to
the Noteholders dated 16 December 2022) so that (x) BBA LIBOR USD
be replaced with Compounded Daily SOFR as the reference rate for
calculating interest with respect to any Notes denominated in USD
and (y) the Spread Adjustment be implemented; and (ii) any
consequential or related amendments to certain terms of the Series
Currency Ac Hedge Agreement (as defined in the Note Issue
Supplement), to effect the transition from BBA LIBOR USD to
Compounded Daily SOFR as more fully described in the Amendment
Deed, by adopting each Extraordinary Resolution, all as further
described in the consent solicitation memorandum dated 16 December
2022 (the " Consent Solicitation Memorandum "); and
(B) the Issuer's notice of results dated 1 February 2023, by
means of which the Issuer notified the Noteholders that (i) at the
Meetings of the holders of the Class Aa Notes, the Class Ab Notes,
the Class Ea Notes and the Class Eb Notes and at the adjourned
Meetings of the holders of the Class Ac Notes, the Class Ba Notes,
the Class Ca Notes, the Class Cb Notes, the Class Da Notes and the
Class Db Notes, the quorum was reached and each Extraordinary
Resolution previously notified to Noteholders in accordance with
the terms of the Series Note Trust Deed was duly passed; and (ii)
the Amendment Deed implementing the Noteholder Proposal, for which
each of the Extraordinary Resolutions was passed, would be executed
by all relevant parties as soon as practicable and would have
effect on and from the Interest Payment Date falling on 20 March
2023 .
Capitalised terms used in this notice and not otherwise defined
shall have the meanings given to them in the Consent Solicitation
Memorandum.
NOTICE IS HEREBY GIVEN that JPMorgan Chase Bank, N.A. in its
capacity as the Series Currency Hedge Provider has been in
discussions with the Issuer regarding the form of the Amendment
Deed and the provisions relating to the Series Currency Ac Hedge
Agreement. The Series Currency Hedge Provider has requested that
prior to their signing of the Amendment Deed, (a) certain further
amendments be made to the form of the Amendment Deed to align the
drafting to the 2021 ISDA Definitions published by ISDA and (b)
that the Effective Date be moved to the Interest Payment Date
falling on 18 September 2023.
On the basis that the proposed amendments will change the form
of the Amendment Deed and timings of the Effective Date as approved
by Noteholders at the Noteholders' Meetings, the Issuer confirms
that the Consent Solicitation in respect to the Noteholder
Proposal, as launched on 16 December 2022, is withdrawn and the
implementation of the Noteholder Proposal in its current agreed
form will not be implemented on the Interest Payment Date falling
on 20 March 2023.
The Issuer is currently in discussions regarding the updated
form of the Amendment Deed and, once agreed, the Issuer will launch
a further consent solicitation in respect to a proposal for the
transition from BBA LIBOR USD to Compounded Daily SOFR with respect
to any Notes denominated in USD imminently.
The Issuer requests that the Noteholders are vigilant for the
notice to Noteholders regarding the further consent solicitation
and kindly vote in respect to the proposal in accordance with the
process set out in the notice.
For the avoidance of doubt, the reference rate applicable to any
Notes denominated in USD will continue to be BBA LIBOR USD until
further notice.
Further information can be obtained from the Issuer
directly:
The Issuer
Great Hall Mortgages No. 1 plc
8(th) Floor 100 Bishopsgate
London
United Kingdom
EC2N 4AG
Attention: The Directors
Tel: +44 20 7606 5451
Fax: +44 20 7606 0643
Email: corpservices@lawdeb.com
This Notice is given by:
GREAT HALL MORTGAGES NO. 1 PLC
Dated 13 March 2023
None of the Issuer, the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar or any director, officer,
employee, agent or affiliate of any such person is acting for any
Noteholder, or will be responsible to any Noteholder for providing
any protections which would be afforded to its clients or for
providing advice in relation to this announcement. No offer to
acquire any Notes is being made pursuant to this announcement. If
any holder of Notes is in any doubt as to any action it should take
in relation to the contents of this announcement, it is recommended
to seek its own advice, including as to any tax consequences, from
its broker, bank manager, solicitor, accountant or other
independent adviser.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required by each of the Issuer, the Series
Note Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent and the Series Note Registrar to
inform themselves about, and to observe, any such restrictions.
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END
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March 13, 2023 09:14 ET (13:14 GMT)
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