TIDM99XB
RNS Number : 7451W
Income Contingent Student Loans 1
27 April 2021
THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU)
596/2014
Income Contingent Student Loans 1 (2002-2006) PLC
(Registered Number: 10596240)
1 Bartholomew Lane
London, United Kingdom, EC2N 2AX
(the "Issuer")
NOTICE OF RESULTS OF NEGATIVE CONSENT PROCESS
to the holders of the following notes of the Issuer presently
outstanding
GBP336,606,941.92 Class A1 Asset-Backed Floating Rate Notes due
2056 (ISIN: XS1722900518), GBP602,954,305.00 Class A2 Asset-Backed
Fixed Rate Notes due 2056 (ISIN: XS1722900864), GBP120,610,000
Class B Notes due 2056 (ISIN: XS1722900948) and GBP1,919,125,000
Class X Notes due 2056
(the "Noteholders" and the "Notes", respectively)
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
On 26 March 2021, in accordance with Condition 16 (Notices to
Noteholders), the Issuer announced an intention to amend the
Conditions of the Notes (by supplementing the Note Trust Deed) and
the Master Definitions and Construction Agreement on or around 6
May 2021 (the " Notice of Base Rate Modification ") by amending the
documents specified in the Notice of Base Rate Modification in
order to effect the Proposed Base Rate Modification in respect of
the Class A1 Notes.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Notice of Base Rate
Modification.
Pursuant to Clause 9.2 of the Note Trust Deed and Condition 14.3
(Additional modification rights), the Note Trustee is required to
concur with the Issuer in making the Proposed Base Rate
Modification if:
(a) the Issuer has certified in writing to the Note Trustee that
it has not been notified that Noteholders representing at least 10
per cent. of the aggregate Note Principal Amount of either the
Class A1 Notes or the Class A2 Notes then Outstanding do not
consent to the Proposed Base Rate Modification; and
(b) all other conditions set out in Condition 14.3 (Additional
modification rights) have been satisfied,
(the " Negative Consent Process ").
Noteholders holding Class A1 Notes or Class A2 Notes as at 6
April 2021 (the "Base Rate Modification Record Date") who wished to
notify the Issuer that they objected to the Proposed Amendments
must have done so in accordance with the procedures set out in the
Notice of Base Rate Modification by 4 p.m. (London time) on 2 6
April 2021 (such time and date, the "Deadline"). No physical
meetings of Noteholders has been or will be held in connection with
the Negative Consent Process.
The Deadline has passed and the Issuer now announces the results
of the Negative Consent Process.
Details of the Notes in relation to which the ISIN Outcome of Negative Consent Process
Applicable Base Rate is proposed to be amended
GBP336,606,941.92 Class A1 Asset-Backed Floating XS1722900518 No "Reject" votes were received from Noteholders
Rate Notes due 2056 holding Class A1 Notes or Class A2 Notes.
Outcome of the Negative Consent Process
Following expiry of the Deadline, the Tabulation Agent has
calculated the number of voting instructions received and has
notified each of the Issuer, the Cash Manager, the Note Trustee and
the Security Trustee. 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. As such, the Issuer, the Note Trustee, the
Security Trustee and the other parties to the Amended Documents,
subject to the satisfaction of the other procedural formalities of
Clause 9.2 of the Note Trust Deed and Condition 14.3, will enter
into the Amended Documents on or around 6 May 2021.
Summary of the Proposed Base Rate Modification
The Issuer proposes to amend the Conditions (by supplementing
the Note Trust Deed) and the Master Definitions and Construction
Agreement (the Note Trust Deed and the Master Definitions and
Construction Agreement being the "Amended Documents") as described
below to:
(a) remove references to "LIBOR";
(b) change the Applicable Base Rate to refer to a "SONIA" based rate;
(c) change the interest rate calculation provisions in relation
to the Applicable Base Rate to refer to a "SONIA" based rate;
and
(d) change the margin payable on the Class A1 Notes to the
Adjusted Margin calculated and determined in accordance with
Appendix 1 (Note Rate Maintenance Adjustment) of the Notice of Base
Rate Modification.
Further information can be obtained directly from 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 1 (2002-2006)
PLC
1 Bartholomew Lane
London, United Kingdom, EC2N 2AX
Facsimile: +44(0) 207 398 6325
Email: directors-uk@intertrustgroup.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 HSBC Bank plc
Agent: 8 Canada Square
London
E14 5HQ
Tel: +44 (0) 20 7992 6237
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 1 (2002-2006) PLC
as Issuer
Dated 27 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.
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
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.
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END
STRPPUACCUPGGUM
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April 27, 2021 06:46 ET (10:46 GMT)
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