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. If you have recently sold or otherwise
transferred your entire holding(s) of Notes referred to below, you
should immediately forward this Notice 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 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 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 Service and Markets Act 2000, as
amended (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.
PENARTH MASTER ISSUER PLC
(incorporated in England and Wales, Registered
No. 06615304) 1 Bartholomew Lane
London, EC2N 2AX
(the "Issuer")
NOTICE
to the holders of
the following notes of the Issuer outstanding
£500,000,000 Series 2018-2 A2 Class A
Asset Backed Floating Notes originally due 2022 and amended to be
due 2025
(the "Series 2018-2 A2 Notes") (ISIN:
XS1885682978)
1.
Pursuant to Condition 16 (Notices) of the terms and conditions
of the Series 2018-2 A2 Notes issued under the Issuer's medium term
note programme (the "Programme"), the Issuer hereby gives
notice that certain amendments will be made to:
(a) the Class A (2018-2 A2) supplement to Global Loan Note No. 1
dated 10 October 2018 entered into by, among others, the Issuer and
Deutsche Bank Trust Company Americas as security trustee (the
"Security Trustee")
(as
10303714954-v4
70-41085204
amended, restated and/or novated from time to
time prior to the Receivables Trust Effective Date (as defined
below)) (the "Class A (2018-2 A2)
supplement to Global Loan Note No. 1");
(b) the loan note certificate in respect of the Class A
£500,000,000 Series 2018-2 A2 Loan Note of Penarth Funding 1
Limited (the "Class A (2018-2 A2)
Loan Note") dated 10 October 2018 (as amended, restated
and/or novated from time to time prior to the Receivables Trust
Effective Date) (the "Class A
(2018-2 A2) Loan Note Certificate" and, together with the
Class A (2018-2 A2) supplement to Global Loan Note No. 1, the
"Relevant Receivables Trust
Documents");
(c) the note trust deed supplement supplemental to the Note Trust
Deed in respect of the Series 2018-2 A2 Notes dated 10 October 2018
entered into by, among others, the Issuer and the Security Trustee
(as amended, restated and/or novated from time to time prior to the
Issuer Effective Date) (the "Series 2018-2 A2 Note Trust Deed
Supplement");
(d) the final terms in respect of the Series 2018-2 A2 Notes dated
12 July 2019 (as amended, restated and/or novated from time to time
prior to the Issuer Effective Date (as defined below)) (the
"Series 2018-2 A2 Final
Terms"); and
(e) the regulation S global note certificate in respect of the
Series 2018-2 A2 Notes dated 10 October 2018 (as amended, restated
and/or novated from time to time prior to the Issuer Effective
Date) (the "Series 2018-2 A2 Reg S
Global Note Certificate" and, together with the Series
2018-2 A2 Note Trust Deed Supplement and the Series 2018-2 A2 Final
Terms, the "Relevant Issuer
Documents"),
(the "Relevant
Documents"). Capitalised terms used but not otherwise
defined in this Notice shall have the meaning given to them in the
Relevant Documents.
2.
The Relevant Issuer Documents will be amended
effective from the Interest Payment Date in respect of the Series
2018-2 A2 Notes falling in January 2025, which is expected to occur
on 20 January 2025. The purpose of the amendments is
primarily:
(a) to amend the Scheduled Redemption Date of the Series 2018-2 A2
Notes from 18 September 2025 to 18 September 2031;
(b) to amend the Final Redemption Date of the Series 2018-2 A2
Notes from 18 September 2027 to 18 September 2033; and
(c) to amend the Margin of the Series 2018-2 A2 Notes from 0.892
per cent. to 0.90 per cent.
3.
The Relevant Receivables Trust Documents will be
amended effective from the Loan Note Interest Payment Date in
respect of the Class A (2018-2 A2) Loan Note falling in January
2025, which is expected to occur on 20 January 2025. The purpose of
the amendments is primarily:
(a) to amend the Scheduled Redemption Date of the Class A (2018-2
A2) Loan Note from 18 September 2025 to 18 September 2031;
(b) to amend the Final Redemption Date of the Class A (2018-2 A2)
Loan Note from 18 September 2027 to 18 September 2033;
and
(c) to amend the Loan Note Interest Rate of the Series 2018-2 A2
Notes from Compounded Daily SONIA plus 0.892 per cent., as
determined by the Calculation Agent with respect to each Loan Note
Interest Period, to Compounded Daily SONIA plus 0.90 per cent., as
determined by the Calculation Agent with respect to each Loan Note
Interest Period.
4.
For further information and copies of the Relevant
Documents as amended and restated, please contact:
Penarth Master
Issuer plc
c/o CSC Management Services (UK) Limited
(formerly Intertrust Management Limited)
1 Bartholomew Lane London, EC2N 2AX
Tel:
+44 (0)207 398 6300
Fax:
+44 (0)207 398
6325
Attention:
The Directors
