TIDM60FV
THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU)
596/2014
Income Contingent Student Loans 2 (2007-2009) PLC
(Registered Number: 11493196)
10(th) Floor, 5 Churchill Place
London, United Kingdom, E14 5HU
(the "Issuer")
Dated 6 May 2021
NOTICE OF A BASE RATE MODIFICATION
to the holders of the following notes of the Issuer presently
outstanding
GBP545,916,307.67 Class A1 Asset-Backed Floating Rate Notes due
2058 (ISIN: XS1915118910), GBP677,576,900.00 Class A2 Asset-Backed
Fixed Rate Notes due 2058 (ISIN: XS1915119132), GBP184,304,000.00
Class B Notes due 2058 (ISIN: XS1915119215), GBP1,791,439,000.00
Class X Notes due 2058 and GBP168,382,873.51 Retention Note due
2058
(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 16 (Notices to Noteholders) that the
Issuer and the Master Servicer have amended the documents specified
in this notice on 6 May 2021 in order to effect the Amendments (as
such term is defined below).
1. We refer to the notice given by the Issuer to the Noteholders on 26 March
2021 which set out the intention of the Issuer to amend the Amended
Documents to:
1. remove references to "LIBOR";
2. change the Applicable Base Rate to refer to a "SONIA" based rate;
3. change the interest rate calculation provisions in relation to the
Applicable Base Rate to refer to a "SONIA" based rate; and
4. change the margin payable on the Class A1 Notes and the portion of
the Retention Note comprising the Retention Tranche A1 in order to,
so far as reasonably and commercially practicable, preserve what
would have been the expected Interest Rate applicable to the Class
A1 Notes and the portion of the Retention Note comprising the
Retention Tranche A1 had no Base Rate Modification been effected,
(the "Notice of Base Rate Modification").
1. We refer to the notice given by the Issuer to the Noteholders on 27 April
2021 notifying the Noteholders that no "Reject" votes were received from
Noteholders holding Class A1 Notes or Class A2 Notes in accordance with
the procedures set out in the Notice of Base Rate Modification prior to
the deadline set out in the Notice of Base Rate Modification.
2. The parties to each relevant document have, with effect from the
Effective Date, amended the Note Trust Deed, and the Master Definitions
and Construction Agreement (the "Amended Documents") to amend the base
rate applicable to the Class A1 Notes and the portion of the Retention
Note comprising the Retention Tranche A1.
The Amended Documents can each be viewed at the following link
https://www.sf.citidirect.com, and the changes set out therein
being the "Amendments".
1. Copies of the Amended Documents may be inspected in electronic or
physical form during usual business hours at the registered office of the
Issuer or the Principal Paying Agent. Capitalised terms used but not
otherwise defined herein shall have the meanings given to them in the
documents specified in this notice, as applicable.
2. Noteholders with queries concerning the content of this Notice are kindly
requested to contact the Issuer, the Secretary of State for Education in
its capacity as the Master Servicer, HSBC Bank plc in its capacity as the
solicitation agent (the "Solicitation Agent") or Lucid Issuer Services
Limited as tabulation agent (the "Tabulation Agent") using the details
set out below.
Contact Details:
Issuer: Income Contingent Student Loans 2 (2007-2009) PLC
10(th) Floor, 5 Churchill Place
London, United Kingdom
E14 5HU
Facsimile: +44 (0)203 031 1158
Email: ICSL2-UK@cscgfm.com
Attention: the Directors
Master Servicer: The Secretary of State for Education Sanctuary Buildings
20 Great Smith Street London SW1P 3BT Email:
Master.Servicer@education.gov.uk Attention: Sinead
O'Sullivan, Susan Acland-Hood, Ailsa Harris
Solicitation Agent: HSBC Bank plc
8 Canada Square
London
E14 5HQ
Tel: +44 (0)20 79926237
Email: LM_EMEA@hsbc.com
Attention: Liability Management Group
Tabulation Agent: Lucid Issuer Services Limited
Tankerton Works
12 Argyle Street
London
WC1H 8HA
Tel: +44 (0) 20 7704 0880
Email: icsl@lucid-is.com
Attention: Owen Morris / David Shilson
This Notice is given by
Income Contingent Student Loans 2 (2007-2009) PLC
as Issuer
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.
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 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 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.
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.
In accordance with normal practice, none of the Issuer, 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
Amendments, the Amended Documents (each as defined below) or the
information set out in this Notice; and none of 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 Amendments, the Amended Documents or this
Notice, or any document prepared in connection with any of them.
Accordingly, the Issuer, the Note Trustee and the Security Trustee
urge Noteholders who are in doubt as to the impact of the
implementation of the 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 and the Security Trustee has not made, nor will
they make, any assessment of the merits of the Amendments, the
Amended Documents or this Notice or of the impact of the
Amendments, the Amended Documents or this Notice on the interests
of the Noteholders either as a class or as individuals.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20210506005765/en/
CONTACT:
Income Contingent Student Loans 2 (2007-2009) PLC
SOURCE: Income Contingent Student Loans 2 (2007-2009) PLC
Copyright Business Wire 2021
(END) Dow Jones Newswires
May 06, 2021 09:32 ET (13:32 GMT)
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