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 2019-1 A3
Class A Asset Backed Floating Notes originally due 2024
and amended on 7 March 2024
to be due 2025
(the "Series 2019-1 A3
Notes")
(ISIN: XS2022173384)
1.
Pursuant to
Condition 16 (Notices) of the terms and conditions of the Series
2019-1 A3 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 (2019-1
A3) supplement to Global Loan Note No. 1 dated 22 July 2019 entered
into by, among others, the Issuer and Deutsche Bank Trust Company
Americas as security trustee (the "Security
Trustee") (as
amended and restated on 7 March 2024 and as further amended,
restated and/or novated from time to time prior to the Receivables
Trust Effective Date (as defined below)) (the "Class A
(2019-1 A3) supplement to Global Loan Note No. 1");
(b)
the loan note
certificate in respect of the Class A £500,000,000 Series 2019-1 A3
Loan Note of Penarth Funding 1 Limited (the "Class A (2019-1 A3) Loan
Note") dated 22 July 2019 (as
amended and restated on 7 March 2024 and as further amended,
restated and/or novated from time to time prior to the Receivables
Trust Effective Date) (the "Class A (2019-1 A3) Loan Note
Certificate" and, together
with the Class A (2019-1 A3) 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 2019-1 A3 Notes dated 22 July 2019 entered into by, among
others, the Issuer and the Security Trustee (as amended and
restated on 7 March 2024 and as further amended, restated and/or
novated from time to time prior to the Issuer Effective Date) (the
"Series
2019-1 A3 Note Trust Deed Supplement");
(d)
the final terms in
respect of the Series 2019-1 A3 Notes dated 12 July 2019 (as
amended and restated on 7 March 2024 and as further amended,
restated and/or novated from time to time prior to the Issuer
Effective Date (as defined below)) (the "Series 2019-1 A3 Final
Terms");
and
(e)
the regulation S
global note certificate in respect of the Series 2019-1 A3 Notes
dated 22 July 2019 (as amended and restated on 7 March 2024 and as
further amended, restated and/or novated from time to time prior to
the Issuer Effective Date) (the "Series 2019-1 A3 Reg S Global
Note Certificate" and,
together with the Series 2019-1 A3 Note Trust Deed Supplement and
the Series 2019-1 A3 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 2019-1 A3 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 2019-1 A3 Notes from 18 May 2025 to
18 September 2031;
(b)
to amend the Final
Redemption Date of the Series 2019-1 A3 Notes from 18 May 2027 to
18 September 2033; and
(c)
to amend the Margin of
the Series 2019-1 A3 Notes from 0.60 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 (2019-1 A3) 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 (2019-1 A3) Loan Note from 18 May
2025 to 18 September 2031;
(b)
to amend the Final
Redemption Date of the Class A (2019-1 A3) Loan Note from 18 May
2027 to 18 September 2033; and
(c)
to amend the Loan Note
Interest Rate of the Series 2019-1 A3 Notes from Compounded Daily
SONIA plus 0.60 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 Directors
(No.3) 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