TIDM58HD
RNS Number : 0382K
Great Hall Mortgages No1 plc
16 December 2022
IMPORTANT NOTICE
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS DOCUMENT.
IMPORTANT : You must read the following before continuing. This
important notice applies to the consent solicitation memorandum (as
it may be amended or supplemented from time to time, the "Consent
Solicitation Memorandum") following this page relating to the GBP
278,800,000 Class Aa Notes due June 2039 (Common Code: 030835450;
ISIN: XS0308354504) (the "Class Aa Notes"), the EUR 30,000,000
Class Ab Notes due June 2039 (Common Code: 030835484; ISIN:
XS0308354843) (the "Class Ab Notes"), the USD 600,000,000 Class Ac
Notes due June 2039 (Common Code Reg S: 030846214; Common Code ISIN
Reg S: XS0308462141; Common Code 144A: 30854411, ISIN 144A:
US39052PAA75; CUSIP Number: 39052PAA7) (the "Class Ac Notes"), the
GBP 75,200,000 Class Ba Notes due June 2039 (Common Code 030835697;
ISIN: XS0308356970) (the "Class Ba Notes"), the GBP 9,000,000 Class
Ca Notes due June 2039 (Common Code: 030835735; ISIN: XS0308357358)
(the "Class Ca Notes"), the EUR 42,100,000 Class Cb Notes due June
2039 (Common Code: 030835573; ISIN: XS0308355733) (the "Class Cb
Notes"), the GBP 2,000,000 Class Da Notes due June 2039 (Common
Code: 030835778; ISIN: XS0308357788) (the "Class Da Notes"), the
EUR 28,000,000 Class Db Notes due June 2039 (Common Code:
030835611; ISIN: XS0308356111) (the "Class Db Notes"), the GBP
7,500,000 Class Ea Notes due June 2039 (Common Code: 030835786;
ISIN: XS0308357861) (the "Class Ea Notes") and the EUR 10,000,000
Class Eb Notes due June 2039 (Common Code: 030835646; ISIN:
XS0308356467) (the "Class Eb Notes" and 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"), issued by Great Hall Mortgages No. 1 plc (the "Issuer"),
whether received by email or otherwise received as a result of
electronic communication, and you are therefore required to read
this important notice carefully before accessing, reading or making
any other use of the Consent Solicitation Memorandum. In accessing,
reading or making any use of the Consent Solicitation Memorandum,
you agree (in addition to giving the representations below) to be
bound by the terms and conditions set out in this important notice,
including any modifications to them from time to time, each time
you receive any information from the Issuer or i2 Capital Markets
Ltd (the "Tabulation Agent"). Capitalised terms used but not
otherwise defined in this important notice shall have the meaning
given to them in the Consent Solicitation Memorandum.
THIS DOCUMENT (WHICH EXPRESSION WHEN USED ON THIS PAGE INCLUDES
THE CONSENT SOLICITATION MEMORANDUM) IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION . If any holder of Notes is in any doubt as to
the contents of the Consent Solicitation Memorandum or the action
it should take or is unsure of the impact of the Noteholder
Proposal (as defined in the Consent Solicitation Memorandum), such
holder of Notes is advised to seek its own financial and legal
advice, including in respect of any tax consequences, immediately
from its stockbroker, bank manager, legal adviser, accountant or
other independent financial or legal adviser. Any individual or
company whose Notes are held on its behalf by a broker, dealer,
commercial bank, custodian, trust company or other nominee or
intermediary or clearing system (including any Clearing System)
must contact such entity if it wishes to participate in the
relevant Meeting at which the relevant Extraordinary Resolution
will be considered. None of the Issuer, the Tabulation Agent or The
Bank of New York Mellon, London Branch (in its capacities as note
trustee, security trustee, principal paying agent, series note
calculation agent and registrar of the Notes, the "Series Note
Trustee", the "Security Trustee", the "Principal Paying Agent", the
"Series Note Calculation Agent" and the "Series Note Registrar"
respectively) is providing holders with any legal, business, tax or
other advice in the Consent Solicitation Memorandum.
THIS ELECTRONIC TRANSMISSION DOES NOT CONTAIN OR CONSTITUTE AN
OFFER TO PURCHASE, OR THE SOLICITATION OF AN OFFER TO TER OR SELL,
OR TO EXERCISE VOTING RIGHTS WITH RESPECT TO ANY, SECURITIES TO OR
FROM, OR BY, ANY PERSON LOCATED IN OR RESIDENT IN ANY JURISDICTION
WHERE SUCH AN OFFER OR SOLICITATION IS UNLAWFUL. NONE OF THE
SECURITIES REFERRED TO IN THE CONSENT SOLICITATION MEMORANDUM MAY
BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES ABSENT
REGISTRATION UNDER, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"). NONE OF THE SECURITIES REFERRED TO IN THE
CONSENT SOLICITATION MEMORANDUM HAVE BEEN, OR WILL BE, REGISTERED
UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND NONE OF THE SECURITIES
REFERRED TO IN THE MEMORANDUM MAY BE OFFERED, SOLD OR DELIVERED,
DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES.
THE ATTACHED CONSENT SOLICITATION MEMORANDUM MAY NOT BE
FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE
REPRODUCED IN ANY MANNER WHATSOEVER. THE CONSENT SOLICITATION
MEMORANDUM MAY ONLY BE DISTRIBUTED TO PERSONS TO WHOM IT IS LAWFUL
TO S THE CONSENT SOLICITATION MEMORANDUM. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THE CONSENT SOLICITATION MEMORANDUM
IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE
REQUIREMENTS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS.
The attached Consent Solicitation Memorandum may only be
communicated to persons in the United Kingdom in circumstances
where section 21(1) of the Financial Services and Markets Act 2000
does not apply.
Confirmation of your representation : In order to be eligible to
access the Consent Solicitation Memorandum or make an investment
decision or exercise voting rights with respect to its contents,
you must be able to participate lawfully in the relevant Meeting at
which the relevant Extraordinary Resolution will be considered. The
Consent Solicitation Memorandum was sent at your request and, by
accepting the e-mail to which the Consent Solicitation Memorandum
was attached and accessing the Consent Solicitation Memorandum, you
shall be deemed (in addition to the above) to have represented to
the Issuer, the Tabulation Agent, the Series Note Trustee and the
Security Trustee that:
-- you are a holder or a beneficial owner of Notes (as defined
in the Consent Solicitation Memorandum);
-- you shall not pass on the Consent Solicitation Memorandum to
third parties or otherwise make the Consent Solicitation Memorandum
publicly available;
-- you are a person to whom it is lawful to send the Consent
Solicitation Memorandum and from whom it is lawful for the Issuer
to solicit consents to the Noteholder Proposal (each, as defined in
the Consent Solicitation Memorandum);
-- you consent to delivery of the Consent Solicitation
Memorandum to you by electronic transmission;
-- you have the full power and authority to make a decision with
respect to the Noteholder Proposal and deliver an Eligible
Noteholder Instruction or Ineligible Noteholder Instruction (as
defined below), as applicable, with respect thereto;
-- you acknowledge the solicitation and distribution restrictions described herein; and
-- you are not a Sanctions Restricted Person (as defined in the
Consent Solicitation Memorandum).
By delivering, or arranging for the delivery on its behalf, of
an Eligible Noteholder Instruction, each Eligible Noteholder shall
be deemed to have agreed, acknowledged and represented to the
Issuer that it is (a) either (i) a "qualified institutional buyer"
as defined in Rule 144A under the Securities Act, or (ii) located
and resident outside the United States and not a "U.S. person" (as
defined in Rule 902(k) of Regulation S under the Securities Act),
(b) an eligible counterparty or a professional client (each as
defined in MiFID II) and, if applicable, who is acting on behalf of
a beneficial owner that is also an eligible counterparty or a
professional client, in each case in respect of the Notes, and (c)
otherwise a person to whom the consent solicitation can be lawfully
made and that may lawfully participate in the consent
solicitation.
NEITHER THE CONSENT SOLICITATION MEMORANDUM NOR ANY RELATED
DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED
BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF
ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY
OF THE CONSENT SOLICITATION MEMORANDUM OR ANY RELATED DOCUMENTS,
AND IT MAY BE UNLAWFUL AND A CRIMINAL OFFENCE TO MAKE ANY
REPRESENTATION TO THE CONTRARY.
If you have recently sold or otherwise transferred your entire
holding of Notes, please inform the Tabulation Agent
accordingly.
This important notice and the Consent Solicitation Memorandum
following this page have been sent to you in an electronic form.
You are reminded that documents transmitted via this medium may be
altered or changed during the process of electronic communication
and consequently none of the Issuer, the Tabulation Agent, the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar (or their respective affiliates, directors, officers,
employees or agents) accepts any liability or responsibility
whatsoever in respect of any difference between the Consent
Solicitation Memorandum distributed to you in electronic format and
the hard copy version available to you on request from the
Tabulation Agent.
You are also reminded that the Consent Solicitation Memorandum
has been delivered to you on the basis that you are a person into
whose possession the Consent Solicitation Memorandum may be
lawfully delivered in accordance with the laws of the jurisdiction
in which you are located or are resident. If you are not the
addressee to whom the Consent Solicitation Memorandum was intended
to be delivered, please notify the sender immediately and destroy
the Consent Solicitation Memorandum.
In certain jurisdictions, the distribution of the Consent
Solicitation Memorandum may be restricted by law. Under no
circumstances shall the Consent Solicitation Memorandum constitute
an offer to purchase, or the solicitation of an offer to tender or
sell, or to exercise any voting rights with respect to any, Notes
to or from, or by, any person located or resident in any
jurisdiction where it is unlawful to make such offer or
solicitation under applicable securities or "blue sky" or other
laws. Persons into whose possession the Consent Solicitation
Memorandum comes are required by the Issuer, the Tabulation Agent,
the Series Note Trustee and the Security Trustee to inform
themselves about and to observe any such restrictions.
The Consent Solicitation Memorandum contains important
information, which should be read carefully before any decision is
made with respect to the Noteholder Proposal (as defined below).
Before participating in the relevant Meeting, holders of Notes are
recommended to seek their own financial or legal advice from their
stockbroker, bank manager, legal adviser, accountant or other
independent financial or legal adviser. Holders whose Notes are
held on their behalf by a broker, dealer, commercial bank,
custodian, trust company or other nominee or intermediary or
clearing system (including any Clearing System) must contact such
entity if they wish to participate in the relevant Meeting at which
the relevant Extraordinary Resolution will be considered .
THE CONSENT SOLICITATION MEMORANDUM MAY NOT BE DOWNLOADED,
FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON
AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
DOWNLOADING, FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE
CONSENT SOLICITATION MEMORANDUM IN WHOLE OR IN PART IS
UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE APPLICABLE LAWS AND REGULATIONS.
CONSENT SOLICITATION MEMORANDUM DATED 16 DECEMBER 2022
T HIS DOCUM ENT IS IMPORTANT AND R EQUIR ES YOUR I M M EDIATE A
TT ENT ION
This consent solicitation memorandum (the "Consent Solicitation
Memorandum") does not constitute an invitation to exercise voting
rights with respect to the Noteholder Proposal to or from any
person located or resident in any jurisdiction where it is unlawful
to make such invitation or for there to be such participation under
applicable securities or "blue sky" or other laws. The distribution
of this Consent Solicitation Memorandum in certain jurisdictions
may be restricted by law. See "Solicitation and Distribution
Restrictions" herein. Persons into whose possession this Consent
Solicitation Memorandum comes are required by the Issuer and the
Tabulation Agent (as defined below), to inform themselves about,
and to observe, any such restrictions. No action that would permit
a public offer of any securities has been or will be taken in any
jurisdiction by the Issuer, the Tabulation Agent, the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent or the Series Note Registrar.
Invitation by
Great Hall Mortgages No.1 plc
Series 2007-02
(incorporated under the laws of England and Wales)
( the " I s suer")
to eligible h olders of its o utsta n ding
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"
to consider and, if thought fit, approve the Noteholder Proposal
(as defined herein), being (i) the modification of certain note
specific conditions, as set out in the Note Issue Supplement (as
defined herein), as any of the same may from time to time be
modified in accordance with the Series Note Trust Deed (as defined
herein) (the "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 (as defined below)) 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) a spread be added to each existing Note Interest Rate
Margin payable in respect of any Notes denominated in USD, as
applicable, to be calculated as more fully set out in Annex B to
the Notice and in the Amendment Deed (as defined in the Notice)
(the "Spread Adjustment"); 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 (the "Proposed Amendments") ,
by way of e x traordinary resolution of the h olders of the Notes
(the " Extraordinary Resolution "), all as f urther described in t
his C o n s e nt Solicitation Me m orandum (s u ch i nv itation in
respect of the Notes, the " Consent Solicitation ").
A notice (the "Notice") convening each Meeting to be held at the
offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London,
EC4R 3TT, on 17 January 2023 (the "Meeting Date") at 10:00 a.m.
(London time) in respect of the Class Aa Notes (the "Aa Notes
Meeting"), at 10:15 a.m. (London time) or after the completion of
the Aa Notes Meeting (whichever is later) in respect of the Class
Ab Notes (the "Ab Notes Meeting"), at 10:30 a.m. (London time) or
after the completion of the Ab Notes Meeting (whichever is later),
in respect of the Class Ac Notes (the "Ac Notes Meeting"), at 10:45
a.m. (London time) or after the completion of the Ac Notes Meeting
(whichever is later) in respect of the Class Ba Notes (the "Ba
Notes Meeting"), at 11:00 a.m. (London time) or after the
completion of the Ba Notes Meeting (whichever is later) in respect
of the Class Ca Notes (the "Ca Notes Meeting"), at 11:15 a.m.
(London time) or after the completion of the Ca Notes Meeting
(whichever is later) in respect of the Class Cb Notes (the "Cb
Notes Meeting"), at 11:30 a.m. (London time) or after the
completion of the Cb Notes Meeting (whichever is later) in respect
of the Class Da Notes (the "Da Notes Meeting"), at 11:45 a.m.
(London time) or after the completion of the Da Notes Meeting
(whichever is later) in respect of the Class Db Notes (the "Db
Notes Meeting"), at 12:00 p.m. (London time) or after the
completion of the Db Notes Meeting (whichever is later) in respect
of the Class Ea Notes (the "Ea Notes Meeting") and at 12:15 p.m.
(London time) or after the completion of the Ea Notes Meeting
(whichever is later) in respect of the Class Eb Notes (the "Eb
Notes Meeting") , access to which for Noteholders that wish to
attend virtually or appoint a proxy (other than the Tabulation
Agent) will be granted only via a Microsoft Teams video conference
meeting ID to be provided by Fieldfisher LLP upon request, has been
given to Noteholders in accordance with the provisions of the
series note trust deed dated 28 June 2007 as amended, restated,
modified and/or supplemented from time to time (the "Series Note
Trust Deed") constituting the Notes, on the date of this Consent
Solicitation Memorandum. The form of the Notice is set out in the
Annex (Form of Notice of Meetings) to this Consent Solicitation
Memorandum.
The Consent Solicitation is expected to expire at 10:00 a.m. (London time) (in respect of
the Class Aa Notes), 10:15 a.m. (London time) (in respect of the Class Ab Notes), 10:30 a.m.
(London time) (in respect of the Class Ac Notes), 10:45 a.m. (London time) (in respect of
the Class Ba Notes), 11:00 a.m. (London time) (in respect of the Class Ca Notes), 11:15 a.m.
(London time) (in respect of the Class Cb Notes), 11:30 a.m. (London time) (in respect of
the Class Da Notes), 11:45 a.m. (London time) (in respect of the Class Db Notes), 12:00 p.m.
(London time) (in respect of the Class Ea Notes) and 12:15 p.m. (London time) (in respect
of the Class Eb Notes) on 13 January 2023 (such time and date, as the Issuer may extend, re-open
and/or terminate the Consent Solicitation, the "Expiration Deadline"). Noteholders may continue
to submit Electronic Voting Instructions up to the Expiration Deadline.
The deadlines set by any intermediary or Clearing System (as defined herein) will be earlier
than the deadlines set out in this Consent Solicitation Memorandum. Noteholders that do not
deliver a valid Electronic Voting Instruction, but who wish to attend and vote at the relevant
Meeting virtually or to be represented or to otherwise vote at the relevant Meeting, in each
case via a Microsoft Teams video conference meeting ID to be provided by Fieldfisher LLP upon
request, must make the necessary arrangements by the Expiration Deadline.
In light of the UK Government's response to the COVID-19 outbreak, the Issuer strongly encourages
all Noteholders to submit their Electronic Voting Instructions or to m a ke other arran g
e men ts to be represen ted or to v ote at the relevant Meeting in accordance with the Meeti
ng Pro vision s via a Microsoft Teams video conference meeting ID to be provided by Fieldfisher
LLP upon request . Due to the regular changes of the UK Government's laws in relation to COVID-19,
attending the Meetings in person may breach UK Government guidelines on the Meeting Date.
Therefore, the Issuer is not giving the option for Noteholders to attend at the physical place
of the Meetings.
Tabulation Agent
i2 Capital Markets Ltd
T his Cons ent Solicitation M e m orandum contains i mporta nt
info r m ation which should be read carefully before any decisi on
is m ade with respect to the Consent Solicitation. If any
Noteholder is in any doubt as to the action it should ta ke or is
un sure of the i mpact of the i mple m entation of the Noteholder
Proposal or the passing of the relevant E xtraordinary Resolution,
it is reco mm end ed to seek its o wn financial and leg al advice,
including in respect of any tax consequences, immediately from its
bro k er, bank m anager, s olicitor, accountant or other
independent financial, tax or legal adviser. Any individual or co
mpany whose Notes are held on its behalf by a bro ker, dealer, ban
k, custodian, trust co mpany or other no minee or inter medi ary m
u st contact such entity if it wishes to participate in the Consent
Solicitation or otherwise participate at the relevant meeting
(including any adjourned meeting) at which the relevant E
xtraordinary Resolution is to be c onsidered (each of the relevant
meetings, a "Meeting").
In accordance with normal practice, the Series Note Trustee, the
Security Trustee, the Principal Paying Agent, the Series Note
Calculation Agent and the Series Note Registrar have not been
involved in the formulation of the Noteholder Proposal outlined in
this Consent Solicitation Memorandum and the Series Note Trustee,
the Security Trustee, the Principal Paying Agent, the Series Note
Calculation Agent and the Series Note Registrar express no opinion
on the merits of the Noteholder Proposal. The Series Note Trustee,
the Security Trustee, the Principal Paying Agent, the Series Note
Calculation Agent and the Series Note Registrar have not made and
will not make any assessment of the merits of the Noteholder
Proposal or of the impact of the Noteholder Proposal on the
interests of the Noteholders either as a class or as individuals.
The Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent and the Series Note
Registrar recommend that Noteholders who are unsure of the impact
of the Noteholder Proposal should take their own independent
financial, legal and tax advice on the merits and on the
consequences of voting in favour of or against or taking no action
in respect of the Noteholder Proposal, including any tax
consequences. The Series Note Trustee, the Security Trustee, the
Principal Paying Agent, the Series Note Calculation Agent and the
Series Note Registrar have not independently verified, do not make
any representation or warranty, express or implied, and are not
responsible for the accuracy, completeness, validity or correctness
of the statements made in this Consent Solicitation Memorandum or
omissions therefrom.
None of: (i) the Issuer; (ii) i2 Capital Markets Ltd (the " T
abulation A gent"); or (iii) The Bank of New York Mellon, London
Branch (the "Series Note Trustee", the "Security Trustee", the
"Principal Paying Agent", the "Series Note Calculation Agent" and
the "Series Note Registrar") expres ses any opinion about the terms
of the Consent Solicitation or the E xtraordinary Resolutions or m
a k es any reco mm end ation whether Noteholders should participate
in the Consent Solicitation or otherw i se participate at the
relevant Meeting.
Capitalised terms used in this Consent Solicitation Memorandum
have the meaning given in the section headed "Definitions" and any
other definitions of such terms are for ease of reference only and
shall not affect their interpretation.
All documentation relating to the Consent Solicitation,
including all announcements, additional copies of this Consent
Solicitation Memorandum and any amendments or supplements to this
Consent Solicitation Memorandum, will be available from the
Tabulation Agent.
IMPORTANT INFORMATION - FORWARD-LOOKING STATEMENTS
Some of the statements in this Consent Solicitation Memorandum
include forward-looking statements which reflect the Issuer's
current views with respect to financial performance, business
strategy, plans and objectives of management for future
operations.
These forward-looking statements relate to the Issuer and the
sectors and industries in which the Issuer operates. Statements
which include the words "expects", "intends", plans", "believes",
"projects", "anticipates", "estimates", "will", "targets", "aims",
"may", "should", "would", "could", "continue", "budget", "schedule"
and similar statements of a future or forward-looking nature
identify forward-looking statements.
Forward-looking statements are necessarily based upon a number
of estimates and assumptions that, while considered reasonable by
the Issuer, are inherently subject to significant business,
economic and competitive uncertainties and contingencies.
All forward-looking statements address matters that involve
risks and uncertainties. Accordingly, there are or will be
important factors that could cause the Issuer's actual financial
results to differ materially from those indicated in these
statements. These factors include, but are not limited, to those
described in "Risk Factors and Certain Considerations Relating to
the Consent Solicitation", which should be read in conjunction with
the other cautionary statements that are included in this Consent
Solicitation Memorandum.
Noteholders are cautioned that forward-looking statements are
not guarantees of future performance. Forward-looking statements
may, and often do, differ materially from actual results. Any
forward-looking statements in this Consent Solicitation Memorandum
speak only as of the date of this Consent Solicitation Memorandum,
reflect the Issuer's current belief with respect to future events
and are subject to risk relating to future events and other risks,
uncertainties and assumptions relating to the Issuer's operations,
results of operations, growth strategy, capital and leverage ratios
and liquidity. Noteholders should specifically consider the factors
identified in this Consent Solicitation Memorandum which could
cause actual financial results to differ before participating in
the Consent Solicitation. All of the forward-looking statements
made in this Consent Solicitation Memorandum are qualified by these
cautionary statements.
The Issuer undertakes no obligation publicly to update or review
any forward-looking statement, whether as a result of new
information, future developments, events or circumstances or
otherwise. All subsequent written and oral forward-looking
statements attributable to the Issuer or individuals acting on
behalf of the Issuer are expressly qualified in their entirety by
this section.
CONTENTS
Page
SOLICITATION AND DISTRIBUTION RESTRICTIONS 1
GENERAL
2
DOCUMENTS AVAILABLE FOR INSPECTION 4
INDICATIVE TIMETABLE
5
DEFINITIONS
9
RISK FACTORS AND CERTAIN CONSIDERATIONS RELATING TO THE CONSENT SOLICITATION 18
Annex A
53
Modifications to the Note Specific Conditions in Relation to Compounded Daily SOFR 53
Annex B
57
Adjusted Note Interest Rate Margin
57
Annex C
59
Form of Sub-Proxy
59
SOLICITATION AND DISTRIBUTION RESTRICTIONS
This Consent Solicitation Memorandum does not constitute an
invitation to participate in the Consent Solicitation to or from
any person located or resident in any jurisdiction where it is
unlawful to make such invitation or for there to be such
participation under applicable securities or other laws. In certain
jurisdictions, the distribution of this Consent Solicitation
Memorandum may be restricted by law. Persons into whose possession
this Consent Solicitation Memorandum comes are required by the
Issuer and the Tabulation Agent to inform themselves about and to
observe any such restrictions.
General
This Consent Solicitation Memorandum does not constitute an
offer to purchase, or the solicitation of an offer to tender or
sell, or to exercise any voting rights with respect to, any Notes
to or from, or by, any person located or resident in any
jurisdiction where such offer or solicitation is unlawful, and
participation in the Consent Solicitation by a Noteholder in any
circumstances in which such participation is unlawful will not be
accepted.
Each Noteholder participating in the Consent Solicitation will
be deemed to give certain representations in respect of the
jurisdiction referred to below, and generally, on submission of
consent to the Noteholder Proposal. Any participation in the
Consent Solicitation by a Noteholder that is unable to make these
representations will not be accepted. Each of the Issuer and the
Tabulation Agent reserves the right, in its absolute discretion, to
investigate, in relation to any submission of consent to the
Noteholder Proposal, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and,
as a result, the Issuer determines that such representation is not
correct, such participation will not be accepted.
United Kingdom
The communication of this Consent Solicitation Memorandum and
any other documents or materials relating to the Noteholder
Proposal is not being made, and such documents and/or materials
have not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as
amended (the "FSMA"). Accordingly, such documents and/or materials
are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such
documents and/or materials is exempt from the restriction on
financial promotions under section 21 of the FSMA on the basis that
it is only directed at and may only be communicated to: (i) persons
who have professional experience in matters relating to
investments, being investment professionals as defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order"); (ii)
persons who fall within Article 43(2) of the Financial Promotion
Order, including existing members and creditors of the Issuer;
(iii) high net worth companies, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Financial Promotion Order; or (iv) any other persons to whom
these documents and/or materials may lawfully be made under the
Financial Promotion Order. Any investment or investment activity to
which this Consent Solicitation Memorandum relates is available
only to such persons and will be engaged in only with such persons
and other persons should not rely on it.
United States of America
Neither the Consent Solicitation Memorandum nor any related
document has been filed with the U.S. Securities and Exchange
Commission, nor has any such document been filed with or reviewed
by any U.S. State securities commission or regulatory authority of
any country. No authority has passed upon the accuracy or adequacy
of the Consent Solicitation Memorandum or any related documents,
and it may be unlawful and a criminal offence to make any
representation to the contrary.
The Notes have not been registered, and will not be registered,
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or any other applicable securities laws. The Notes may not be
reoffered, resold, pledged, exchanged or otherwise transferred
except in transactions exempt from or not subject to the
registration requirements of the Securities Act and applicable
State securities laws.
GENERAL
The Issuer accepts responsibility for the information contained
in this Consent Solicitation Memorandum. To the best of the
knowledge and belief of the Issuer (having taken all reasonable
care to ensure that such is the case) the information contained in
this Consent Solicitation Memorandum is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
Each Noteholder is solely responsible for making its own
independent appraisal of all matters as such Noteholder deems
appropriate (including those relating to the Consent Solicitation
and the relevant Extraordinary Resolution) and each Noteholder must
make its own decision whether to participate in the Consent
Solicitation or otherwise participate at the relevant Meeting.
The delivery or distribution of this Consent Solicitation
Memorandum shall not under any circumstances create any implication
that the information contained in this Consent Solicitation
Memorandum is correct as of any time subsequent to the date of this
Consent Solicitation Memorandum or that there has been no change in
the information set out in this Consent Solicitation Memorandum or
in the affairs of the Issuer or that the information in this
Consent Solicitation Memorandum has remained accurate and complete.
None of the Tabulation Agent, the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent, the Series Note Registrar or any of their respective agents
accepts any responsibility for the information contained in this
Consent Solicitation Memorandum.
If any Noteholder is in any doubt as to any aspect of the
Noteholder Proposal in this Consent Solicitation Memorandum and/or
the action it should take, it is recommended to seek its own
financial advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant, independent
financial, tax or legal adviser, or any adviser authorised under
the FSMA (if in the United Kingdom) or other appropriately
authorised financial adviser.
This Consent Solicitation Memorandum does not constitute a
solicitation in any circumstances in which such solicitation is
unlawful. No person has been authorised to make any recommendation
on behalf of the Issuer, the Tabulation Agent, the Series Note
Trustee, the Principal Paying Agent or the Series Note Registrar in
respect of this Consent Solicitation Memorandum, the Consent
Solicitation or the Extraordinary Resolutions. No person has been
authorised to give any information, or to make any representation
in connection with the Consent Solicitation or the Extraordinary
Resolutions, other than those contained in this Consent
Solicitation Memorandum. If made or given, such recommendation or
any such information or representation must not be relied upon as
having been authorised by any of the Issuer, the Tabulation Agent,
the Series Note Trustee, the Principal Paying Agent, the Series
Note Registrar or any of their respective agents.
None of the Tabulation Agent, the Series Note Trustee, the
Security Trustee, the Principal Paying Agent, the Series Note
Calculation Agent, the Series Note Registrar or any of their
respective directors, officers, employees, agents or affiliates has
verified, or assumes any responsibility for the accuracy or
completeness of, any of the information concerning the Consent
Solicitation, the Extraordinary Resolutions, the Issuer, the Notes
or the factual statements contained in, or the effect or
effectiveness of, this Consent Solicitation Memorandum, the Annex
hereto or any other documents referred to in this Consent
Solicitation Memorandum or assumes any responsibility for any
failure, acts or omissions by the Issuer, in connection with the
Consent Solicitation, to disclose events that may have occurred and
may affect the significance or accuracy of such information or the
terms of any amendment (if any) to the Consent Solicitation.
The Tabulation Agent, the Series Note Registrar, the Principal
Paying Agent and the Series Note Calculation Agent are the agents
of the Issuer and owe no duty to any Noteholder.
This Consent Solicitation Memorandum is only issued to and
directed at Noteholders for the purposes of the Consent
Solicitation. No other person may rely upon its contents, and it
should not be relied upon by any Noteholder for any other
purpose.
The applicable provisions of the FSMA must be complied with in
respect of anything done in relation to the Consent Solicitation or
the Meetings in, from or otherwise involving the United
Kingdom.
Unless the context otherwise requires, all references in this
Consent Solicitation Memorandum to a " Noteholder " or " holder of
Notes " includes:
(a) each person who is shown in the records of The Depository
Trust Company ("DTC"), Euroclear Bank SA/NV (" Euroclear ") or
Clearstream Banking S.A. (" Clearstream, Luxembourg ", and together
with DTC and Euroclear, the " Clearing Systems " and each a
"Clearing System") as a holder of the Notes (also referred to as "
Direct Participants " and each a " Direct Participant "); and
(b) each beneficial owner of the Notes holding such Notes,
directly or indirectly, in an account in the name of a Direct
Participant acting on such beneficial owner's behalf.
All references in this Consent Solicitation Memorandum to "48
hours" shall have the meaning given to it in the Notice.
T his Consent Solicitation Memorandum does not constitute an
offer to purchase Notes or the solicitation of an offer to sell
Notes. The Consent Solicitation will not apply to Noteholders in
any jurisdiction in which such solicitation is unlawful. In those
jurisdictions where the securities or other laws require the
Consent Solicitation to be made by a licensed broker or dealer, any
actions in connection with the Consent Solicitation shall be deemed
to be made on behalf of the Issuer by one or more registered
brokers or dealers licensed under the laws of such
jurisdiction.
The distribution of this Consent Solicitation Memorandum in
certain jurisdictions may be restricted by law. Persons into whose
possession this Consent Solicitation Memorandum comes are required
by the Issuer and the Tabulation Agent to inform themselves about,
and to observe, any such restrictions. None of the Issuer, the
Tabulation Agent, the Security Trustee, the Series Note Trustee,
the Principal Paying Agent, the Series Note Calculation Agent or
the Series Note Registrar will incur any liability for its own
failure or the failure of any other person or persons to comply
with the provisions of any such restrictions.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of items (a) to (b) below (together, the "Noteholder
Information") will be available from the date of this Consent
Solicitation Memorandum, for inspection from the Tabulation Agent
and on the following website:
https://i2capmark.com/event-details/21/Holder/great-hall-mortgages-no.1-plc-series-2007-2
up to and including the date of each Meeting and at such
Meeting:
(a) this Consent Solicitation Memorandum; and
(b) the current draft of the Amendment Deed, as referred to in
the Extraordinary Resolutions set out in the Notice.
The Notice should be read in conjunction with the Noteholder
Information.
The Noteholder Information may be supplemented from time to
time. Noteholders should note that the Amendment Deed may be
subject to amendment. Should such amendments be made, blacklined
copies (showing the changes from the originally available Amendment
Deed) and clean versions will be available for inspection, at the
specified office of the Tabulation Agent and on the website set out
above.
Noteholders will be informed of amendments to the Amendment Deed
by announcements released on the regulatory news service of the
London Stock Exchange Group and via the relevant Clearing
Systems.
INDICATIVE TIMETABLE
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitation, which will
depend, among other things, on timely receipt (and non-revocation,
in the limited circumstances in which revocation is permitted) of
instructions, the rights of the Issuer (where applicable) to
extend, re-open, waive any condition of, amend and/or terminate the
Consent Solicitation (other than the terms of each Extraordinary
Resolution) as described in this Consent Solicitation Memorandum
and the passing of the Extraordinary Resolutions at the initial
Meetings. Accordingly, the actual timetable may differ
significantly from the timetable below.
Event
Announcement of Consent Solicitation
Notice delivered to the Clearing Systems for 16 December 2022
communication to Direct Participants.
Documents referred to under "Documents available for
inspection" in the Notice are available
from the Tabulation Agent.
Record Date 16 December 2022
With respect to Notes held through DTC, only
Noteholders as of the Record Date are entitled
to exercise voting rights with respect to the
Noteholder Proposal.
Expiration Deadline
Final deadline for receipt by the Tabulation Agent of 10:00 a.m. (London time) in respect of the Class Aa
valid Electronic Voting Instructions Notes, 10:15 a.m. (London time) in respect
from Noteholders for such Noteholders to be represented of the Class Ab Notes, 10:30 a.m. (London time) in
at the relevant Meeting (subject to respect of the Class Ac Notes, 10:45 a.m.
the right of the Issuer to extend, re-open and/or (London time) in respect of the Class Ba Notes, 11:00
terminate the Consent Solicitation). a.m. (London time) in respect of the
Class Ca Notes, 11:15 a.m. (London time) in respect of
the Class Cb Notes, 11:30 a.m. (London
time) in respect of the Class Da Notes, 11:45 a.m.
(London time) in respect of the Class Db
Notes, 12:00 p.m. (London time) in respect of the
Class Ea Notes and 12:15 p.m. (London time)
in respect of the Class Eb Notes, on 13 January 2023
Final deadline for other arrangements to attend or be
represented at the relevant Meeting
Deadline for making any other arrangements to attend or 10:00 a.m. (London time) in respect of the Class Aa
be represented at the relevant Meeting Notes, 10:15 a.m. (London time) in respect
via a Microsoft Teams video conference meeting ID to be of the Class Ab Notes, 10:30 a.m. (London time) in
provided by Fieldfisher LLP upon request. respect of the Class Ac Notes, 10:45 a.m.
(London time) in respect of the Class Ba Notes, 11:00
a.m. (London time) in respect of the
Class Ca Notes, 11:15 a.m. (London time) in respect of
the Class Cb Notes, 11:30 a.m. (London
time) in respect of the Class Da Notes, 11:45 a.m.
(London time) in respect of the Class Db
Notes, 12:00 p.m. (London time) in respect of the
Class Ea Notes and 12:15 p.m. (London time)
in respect of the Class Eb Notes, on 13 January 2023
Meetings
Meetings to be held at the offices of Fieldfisher LLP 10:00 a.m. (London time) in respect of the Class Aa
at Riverbank House, 2 Swan Lane, London, Notes, 10:15 a.m. (London time) or after
EC4R 3TT, access to which for Noteholders that wish to the completion of the Aa Notes meeting (whichever is
attend virtually or appoint a proxy later) in respect of the Class Ab Notes,
(other than the Tabulation Agent) will be granted only 10:30 a.m. (London time) or after the completion of
via a Microsoft Teams video conference the Ab Notes meeting (whichever is later)
meeting ID to be provided by Fieldfisher LLP upon in respect of the Class Ac Notes, 10:45 a.m. (London
request. time) or after the completion of the
Ac Notes meeting (whichever is later) in respect of
the Class Ba Notes, 11:00 a.m. (London
time) or after the completion of the Ba Notes meeting
(whichever is later) in respect of the
Class Ca Notes, 11:15 a.m. (London time) or after the
completion of the Ca Notes meeting (whichever
is later) in respect of the Class Cb Notes, 11:30 a.m.
(London time) or after the completion
of the Cb Notes meeting (whichever is later) in
respect of the Class Da Notes, 11:45 a.m.
(London time) or after the completion of the Da Notes
meeting (whichever is later) in respect
of the Class Db Notes, 12:00 p.m. (London time) or
after the completion of the Db Notes meeting
(whichever is later) in respect of the Class Ea Notes
and 12:15 p.m. (London time) or after
the completion of the Ea Notes meeting (whichever is
later) in respect of the Class Eb Notes,
on 17 January 2023
Announcement of results of Meetings
Announcement of the results of the Meetings. As soon as reasonably practicable after the Meetings
Effective Date
If the Extraordinary Resolutions are passed at the 20 March 2023 (the "Effective Date")
initial Meetings (or at the subsequent
adjourned meetings), the modifications to the Note
Specific Conditions and the consequential
or related amendments to the Series Currency Ac Hedge
Agreement as described in this Consent
Solicitation Memorandum will be implemented by entry by
the parties into the Amendment Deed
with effect on and from the Interest Payment Date
falling on 20 March 2023.
Electronic Voting Instructions delivered by both Eligible
Noteholders and Ineligible Noteholders will be taken into
consideration for the purposes of determining whether the quorum
has been satisfied at the relevant Meeting and/or whether the
requisite number of votes have been cast by the Eligible
Noteholders in favour of the relevant Extraordinary Resolution.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold their Notes
when such intermediary would need to receive Electronic Voting
Instructions from a Noteholder in order for such Noteholder to
participate in, or (in the limited circumstances in which
revocation is permitted) to validly revoke their instruction to
participate in, the Consent Solicitation and/or the relevant
Meeting by the deadlines specified above. The deadlines set by any
such intermediary and each Clearing System for the submission and
(where permitted) revocation of Electronic Voting Instructions will
be earlier than the relevant deadlines above.
If a quorum is not achieved at any initial Meetings, such
Meetings shall be adjourned and the adjourned Meetings will be held
at such time as will be notified to Noteholders in the notice of
adjourned meeting(s). The adjourned Meetings will be held in
accordance with the terms of the Series Note Trust Deed and any
Electronic Voting Instructions or forms of proxies given in respect
of any Meeting shall remain valid for any such adjourned Meeting
unless validly revoked.
DEFINITIONS
Capitalised terms used but not defined in this Consent
Solicitation Memorandum shall, unless the context otherwise
requires, have the meanings set out in the Standard Interpretation
Provision (being Clause 1 of the Standard Provisions Document)
.
Amendment Deed The amendment deed to be entered between, among others, the Issuer
and the Series Note Trustee
to give effect to the Noteholder Proposal, subject to the approval
of the Extraordinary Resolutions
at the Meetings
Business Day A day (other than Saturday or Sunday) which is (i) a day on which
commercial banks and foreign
exchange markets settle payments and are generally open for business
(including dealings in
foreign exchange and foreign currency deposits) in each case in
London and New York (ii) a
day on which the Trans-European Automated Real-time Gross settlement
Express Transfer (TARGET)
System is open
Class Aa Notes The Issuer's GBP 278,800,000 Class Aa Notes due June 2039 (Common
Code: 030835450; ISIN: XS0308354504)
Class Ab Notes The Issuer's EUR 30,000,000 Class Ab Notes due June 2039 (Common
Code: 030835484; ISIN: XS0308354843)
Class Ac Notes The Issuer's USD 600,000,000 Class Ac Notes due June 2039 (Common
Code Reg S: 030846214; ISIN
Class Ba Notes Reg S: XS0308462141; Common Code 144A: 30854411; ISIN 144A:
US39052PAA75; CUSIP Number: 39052PAA7)
The Issuer's GBP 75,200,000 Class Ba Notes due June 2039 (Common
Code 030835697; ISIN: XS0308356970)
Class Ca Notes The Issuer's GBP 9,000,000 Class Ca Notes due June 2039 (Common
Code: 030835735; ISIN: XS0308357358)
Class Cb Notes The Issuer's EUR 42,100,000 Class Cb Notes due June 2039 (Common
Code: 030835573; ISIN: XS0308355733)
Class Da Notes The Issuer's GBP 2,000,000 Class Da Notes due June 2039 (Common
Code: 030835778; ISIN: XS0308357788)
Class Db Notes The Issuer's EUR 28,000,000 Class Db Notes due June 2039 (Common
Code: 030835611; ISIN: XS0308356111)
Class Ea Notes The Issuer's GBP 7,500,000 Class Ea Notes due June 2039 (Common
Class Eb Notes Code: 030835786; ISIN: XS0308357861)
The Issuer's EUR 10,000,000 Class Eb Notes due June 2039 (Common
Code: 030835646; ISIN: XS0308356467)
Clearing Systems Euroclear, Clearstream, Luxembourg and DTC
Clearstream, Luxembourg Clearstream Banking S.A.
Compounded Daily SOFR The rate of return of a daily
compound interest investment
(with the Secured Overnight
Financing
Rate (SOFR) as the reference
rate for the calculation of
interest) and will be calculated
by the Series Note Calculation
Agent on the Interest Rate
Setting Date as follows, and the
resulting percentage will be
rounded if necessary to the
fifth decimal place, with
0.000005
being rounded upwards:
where:
"d" means the number of calendar
days in the relevant Interest
Payment Period;
"D" is 360;
"d 0 " means the number of US
Government Securities Business
Days in the relevant Interest
Payment Period;
"i" means, in relation to any
Interest Payment Period, a
series of whole numbers from one
to d o , each representing the
relevant US Government
Securities Business Days in
chronological
order from (and including) the
first US Government Securities
Business Day in the relevant
Interest Payment Period to (and
including) the last US
Government Securities Business
Day
in such Interest Payment Period;
"ISDA" means the International
Swaps and Derivatives
Association, Inc.;
"n i ", for any US Government
Securities Business Day i in the
relevant Interest Payment
Period,
means the number of calendar
days from and including such US
Government Securities Business
Day up to but excluding the
following US Government
Securities Business Day;
"OBFR" means, in respect of any
relevant day, the Overnight Bank
Funding Rate administered
by the Federal Reserve Bank of
New York (or a successor
administrator), in respect of
that
day;
"p" means, for any Interest
Payment Period, 5 US Government
Securities Business Days (being
the number of US Government
Securities Business Days
included in the relevant SOFR
Observation
Period);
"SOFR" means, with respect to
any US government Securities
Business Day, the rate
determined
in accordance with the following
provisions:
(i) the Secured Overnight
Financing Rate that appears on
the Federal Reserve's website at
3:00 p.m. (New York time) on the
immediately following US
Government Securities Business
Day;
(ii) if the rate specified in
paragraph (i) above does not so
appear, and a SOFR index
cessation
event has not occurred, then the
Series Note Calculation Agent
shall use the Secured Overnight
Financing Rate published on the
Federal Reserve's website for
the first preceding US
Government
Securities Business Day on which
the Secured Overnight Financing
Rate was published on the
Federal Reserve's website;
(iii) if a SOFR index cessation
date has occurred, the Series
Note Calculation Agent shall
calculate SOFR as if references
to SOFR were references to the
rate that was recommended as
(and notified by the Issuer to
the Series Note Calculation
Agent (or such other party
responsible
for the calculation of the rate
of interest, being the
replacement for the Secured
Overnight
Financing Rate by the Federal
Reserve Board and/or the Federal
Reserve Bank of New York or
a committee officially endorsed
or convened by the Federal
Reserve Board and/or the Federal
Reserve Bank of New York for the
purpose of recommending a
replacement for the Secured
Overnight
Financing Rate (which rate may
be produced by a Federal Reserve
Bank or other designated
administrator,
and which rate may include any
adjustments or spreads). If no
such rate has been recommended
within one US Government
Securities Business Day of the
SOFR index cessation date, then
the
Series Note Calculation Agent
shall use OBFR published on the
Federal Reserve's website for
any Interest Payment Date after
the SOFR Index cessation date;
and
(iv) if the Series Note
Calculation Agent is required to
use OBFR in paragraph (iii)
above
and an OBFR index cessation date
has occurred, then for any
Interest Payment Date after such
OBFR index cessation date, the
Series Note Calculation Agent
shall use the short-term
interest
rate target set by the Federal
Open Market Committee and
published on the Federal
Reserve's
website, or if the Federal Open
Market Committee does not target
a single rate, the mid-point
of the short-term interest rate
target range set by the Federal
Open Market Committee and
published on the Federal
Reserve's website (calculated as
the arithmetic average of the
upper
bound of the target range and
the lower bound of the target
range).
"SOFR i " means, in respect of
any US Government Securities
Business Day falling in the
relevant
Interest Payment Period, the
SOFR for the US Government
Securities Business Day falling
p
US Government Securities
Business Days prior to the
relevant US Government
Securities Business
Day i;
"SOFR index cessation event"
means the occurrence of one or
more of the following events:
(i) a public statement by the
Federal Reserve Bank of New York
(or a successor administrator
of the Secured Overnight
Financing Rate) announcing that
it has ceased or will cease to
publish
or provide the Secured Overnight
Financing Rate permanently or
indefinitely, provided that,
at that time, there is no
successor administrator that
will continue to publish or
provide
the Secured Overnight Financing
Rate;
(ii) the publication of
information which reasonably
confirms that the Federal
Reserve Bank
of New York (or a successor
administrator of the Secured
Overnight Financing Rate) has
ceased
or will cease to provide the
Secured Overnight Financing Rate
permanently or indefinitely,
provided that, at that time,
there is no successor
administrator that will continue
to publish
or provide the Secured Overnight
Financing Rate; or
(iii) a public statement by a
regulator or other official
sector entity prohibiting the
use
of the Secured Overnight
Financing Rate that applies to,
but need not be limited to,
fixed
income securities and
derivatives, to the extent that
such public statement has been
acknowledged
in writing by ISDA as a "SOFR
index cessation event" under the
2006 ISDA definitions as
published
by ISDA;
"SOFR index cessation date"
means, following the occurrence
of a SOFR index cessation event,
the date on which the Federal
Reserve Bank of New York (or any
successor administrator of
the Secured Overnight Financing
Rate), ceases to publish the
Secured Overnight Financing
Rate,
or the date as of which the
Secured Overnight Financing Rate
may no longer be used, in each
case as certified in writing by
the Issuer to the Series Note
Calculation Agent;
"SOFR Observation Period" means,
in respect of each Interest
Payment Period, the period from
and including the date falling p
US Government Securities
Business Days prior to the first
day of the relevant Interest
Payment Period and ending on,
but excluding, the date falling
p US Government Securities
Business Days prior to the
Interest Payment Date for such
Interest
Payment Period (or the date
falling p US Government
Securities Business Days prior
to such
earlier date, if any, on which
the Notes become due and
payable);
"SOFR reset date" means each US
Government Securities Business
Day in the relevant Interest
Payment Period, other than any
US Government Securities
Business Day during the period
from
(and including) the day
following the relevant Interest
Rate Setting Date to (but
excluding)
the corresponding Interest
Payment Date;
"US Government Securities
Business Day" means any day
except for a Saturday, Sunday or
a day
on which the Securities Industry
and Financial Markets
Association (or any successor
thereto)
recommends that the fixed income
departments of its members be
closed for the entire day for
purposes of trading in US
government securities.
Consent Solicitation The invitation by the Issuer to Noteholders to consent to the
approval of each Extraordinary
Resolution on the terms described in this Consent Solicitation
Memorandum
Direct Participant Each person who is shown in the records of the Clearing Systems as a
holder of the Notes,
including without limitation a DTC Participant
DTC The Depository Trust Company
DTC Participant A participant of DTC (i.e., a broker, dealer, bank, custodian, trust
company or other nominee
Effective Date or intermediary)
The date on which the amendments set out in the Amendment Deed
(together with any related
documentation thereto) will become effective if the Noteholder
Proposal is approved by the
Noteholders
Electronic Voting Instructions With respect to Notes held through Euroclear or Clearstream,
Luxembourg, t he electronic voting
and blocking instruction in the form specified in the Notice for
submission by Direct Participants
to the Tabulation Agent through the relevant Clearing System and in
accordance with the requirements
of such Clearing System by the relevant deadline in order for
Noteholders to be able to consent
to, vote against or abstain from the Noteholder Proposal
With respect to Notes held through DTC, a Form of Sub-Proxy to the
Tabulation Agent
Eligible Noteholder Instructions An instruction by an Eligible Noteholder submitted to the Tabulation
Agent, either in favour
or against the Extraordinary Resolution
Eligible Noteholder Each Noteholder who is (a) either (i) a "qualified institutional
buyer" as defined in Rule
144A under the Securities Act, or (ii) located and resident outside
the United States and
not a "U.S. person" (as defined in Rule 902(k) of Regulation S under
the Securities Act),
(b) an eligible counterparty or a professional client (each as
defined in MiFID II) and, if
applicable, who is acting on behalf of a beneficial owner that is
also an eligible counterparty
or a professional client, in each case in respect of the Notes, and
(c) otherwise a person
to whom the consent solicitation can be lawfully made and that may
lawfully participate in
the consent solicitation
Euroclear Euroclear Bank SA/NV
Expiration Deadline 10:00 a.m. (London time) in respect of the Class Aa Notes, 10:15
a.m. (London time) in respect
of the Class Ab Notes, 10:30 a.m. (London time) in respect of the
Class Ac Notes, 10:45 a.m.
(London time) in respect of the Class Ba Notes, 11:00 a.m. (London
time) in respect of the
Class Ca Notes, 11:15 a.m. (London time) in respect of the Class Cb
Notes, 11:30 a.m. (London
time) in respect of the Class Da Notes, 11:45 a.m. (London time) in
respect of the Class Db
Notes, 12:00 p.m. (London time) in respect of the Class Ea Notes and
12:15 p.m. (London time)
in respect of the Class Eb Notes, on 13 January 2023 (subject to the
right of the Issuer to
extend, re-open and/or terminate the Consent Solicitation)
Extraordinary Resolutions The Extraordinary Resolutions set out in the Notice
Form of Sub-Proxy A form of sub-proxy in favour of, against or abstaining from the
Extraordinary Resolution
in the form set out in Annex C to the Notice
Ineligible Noteholder Instruction An instruction by an Ineligible Noteholder submitted to the
Tabulation Agent, either in favour
or against the Extraordinary Resolution
Ineligible Noteholder A Noteholder who is not an Eligible Noteholder
Issuer Great Hall Mortgages No. 1 plc
Meeting Provisions The provisions for meetings of Noteholders as set out in paragraph
10 (Noteholder Resolution
Provisions) of the Standard Series Note Trust Provisions Document,
which constitutes part
of the Series Note Trust Deed (as supplemented by the alternative
rules and regulations approved
by the Series Note Trustee in order to permit the holding of virtual
meetings of Noteholders)
Meetings The meetings of Noteholders convened by the Notice, to be held at
the offices of Fieldfisher
LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT on 17 January
2023 at the times specified
in the Notice, and to consider and, if thought fit, pass each
Extraordinary Resolution and
any such adjourned Meetings. See "Annex - Form of Notice of
Meetings", access to which for
Noteholders that wish to attend virtually or appoint a proxy (other
than the Tabulation Agent)
will be granted only via a Microsoft Teams video conference meeting
ID to be provided by Fieldfisher
LLP upon request
Note Issue Supplement The note issue supplement dated 26 June 2007 in respect of the issue
of the Series 2007-02
Notes supplementing the Note Programme Memorandum
Note Specific Conditions The note specific conditions, as set out in the Note Issue
Supplement, as any of the same
may from time to time be modified in accordance with the Series Note
Trust Deed
Noteholder Proposal The invitation by the Issuer to each Noteholder to consent by
adopting the Extraordinary Resolution,
to (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 (as defined
below)) 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 and such invitation is made on the terms and subject
to the conditions set
out in this Consent Solicitation Memorandum
Notes The Issuer's Class Aa Notes, Class Ab Notes, Class Ac Notes, Class
Ba Notes, Class Ca Notes,
Class Cb Notes, Class Da Notes, Class Db Notes, Class Ea Notes and
Class Eb Notes
Notice The notice dated 16 December 2022 convening the Meetings, as set out
in "Annex - Form of Notice
of Meetings"
Principal Paying Agent The Bank of New York Mellon, London Branch in such capacity
Any consequential or related amendments to certain terms of the
Proposed Amendments 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
Record Date 5:00 p.m. (New York City time) on 16 December 2022. With respect to
Notes held through DTC,
only Noteholders as of the Record Date are entitled to exercise
voting rights with respect
to the Noteholder Proposal
Sanctions Authority Means:
(i) The United Kingdom government;
(ii) the United States government;
(iii) the United Nations;
(iv) the European Union (or any of its member states);
(v) any other equivalent governmental or regulatory authority,
institution or agency which
administers economic, financial or trade sanctions; or
(vi) the respective governmental institutions and agencies of any of
the foregoing including,
without limitation, the Office of Foreign Assets Control of the US
Department of the Treasury,
the United States Department of State, the United States Department
of Commerce and Her Majesty's
Treasury
Sanctions Restricted Person Each person or entity (a "Person"):
(a) that is, or is directly or indirectly owned or controlled by a
Person that is, described
or designated in (i) the most current "Specially Designated
Nationals and Blocked Persons"
list (which as of the date hereof can be found at:
https://www.treasury.gov/ofac/downloads/sdnlist.pdf)
or (ii) the Foreign Sanctions Evaders List (which as of the date
hereof can be found at:
http://www.treasury.gov/ofac/downloads/fse/fselist.pdf)
or (iii) the most current "Consolidated list of persons, groups and
entities subject to EU
financial sanctions" (which as of the date hereof can be found at:
http://eeas.europa.eu/cfsp/sanctions/consol-list/index_en.htm);
or
(b) that is otherwise the subject of any sanctions administered or
enforced by any Sanctions
Authority, other than solely by virtue of their inclusion in: (i)
the most current "Sectoral
Sanctions Identifications" list (which as of the date hereof can be
found at:
http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi
_list.aspx)
(the "SSI List"), (ii) Annexes 3, 4, 5 and 6 of Council Regulation
No. 833/2014, as amended
by Council Regulation No. 960/2014 (the "EU Annexes"), or (iii) any
other list maintained
by a Sanctions Authority, with similar effect to the SSI List or the
EU Annexes
Series Note Calculation Agent The Bank of New York Mellon, London Branch in such capacity
Series Note Registrar The Bank of New York Mellon, London Branch in such capacity
Series Note Trust Deed The series note trust deed dated 28 June 2007 between the Issuer,
the Series Note Trustee
and the Security Trustee
Series Note Trustee The Bank of New York Mellon, London Branch in such capacity
Spread Adjustment A spread to be added to each existing Note Interest Rate Margin
payable in respect of any
Notes denominated in USD, to be calculated as more fully set out in
Annex B to the Notice
Standard Provisions Document Edition 2 of the Great Hall Mortgages No. 1 standard provisions
document dated 28 June 2007,
signed for the purposed of identification by or on behalf of the
Note Programme Arranger which,
among other things, includes definitions of terms and forms of
clauses for such purpose
Standard Series Note Trust Provisions Document The standard series note trust provisions document edition 1 dated
11 December 2006, incorporated
by reference into and as amended and/or supplement by the Series
Note Trust Deed
Tabulation Agent i2 Capital Markets Ltd
RISK FACTORS AND CERTAIN CONSIDERATIONS RELATING TO THE CONSENT
SOLICITATION
The following is a summary of certain aspects relating to the
Consent Solicitation which the Noteholders should be aware. It is
not intended to be exhaustive and the Noteholders should reach
their own views prior to making any decision regarding these
matters when considering the Consent Solicitation and the
Noteholder Proposal.
The market continues to develop in relation to SOFR as a
reference rate for securities which incorporate a floating rate
interest basis
If the Extraordinary Resolutions in respect of each class of
Notes are passed and implemented, Compounded Daily SOFR will
replace BBA LIBOR USD as the reference rate for each class of USD
Notes for each Interest Payment Period beginning on or after the
Effective Date (as set out in Annex A to the Notice).
SOFR is an overnight rate. Overnight rates differ from interbank
offered rates, such as BBA LIBOR USD, in a number of material
aspects, including (without limitation) that such rates are
backwards-looking, risk-free overnight rates, whereas interbank
offered rates are expressed on the basis of a forward-looking term
and include a risk element based on inter-bank lending. As such,
Noteholders should be aware that SOFR may behave materially
differently as a reference rate for the USD Notes as compared to
BBA LIBOR USD.
Noteholders should be aware that the market continues to develop
in relation to SOFR as a reference rate in the capital markets and
its adoption as an alternative to BBA LIBOR USD. In particular,
market participants, relevant working groups and/or central bank
led working groups continue to explore compounded rates and
weighted average rates, and observation methodologies for SOFR
(including so-called "shift", "lag" and "lock-out" methodologies)
and such groups may also explore forward-looking "term" reference
rates derived from SOFR. Market terms for debt securities indexed
to SOFR, such as the spread over the index reflected in interest
rate provisions or the applicable observation method, may evolve
over time, and trading prices of the USD Notes may be lower than
those of later-issued indexed debt securities as a result.
The market, or a significant part thereof, may adopt an
application of SOFR that differs significantly from that set out in
the Noteholder Proposal. In February 2020, the Federal Reserve Bank
of New York announced that it would publish 30-day, 90-day and
180-day SOFR averages as well as a SOFR index from March 2020 in
order to support a successful transition from USD LIBOR. As SOFR is
published and calculated by a third party based on data received
from other sources, the Issuer has no control over its
determination, calculation or publication. Furthermore, the Issuer
may in future issue debt securities referencing SOFR that differ
materially in terms of interest determination when compared with
the Noteholder Proposal. The nascent development of conventions for
SOFR as an interest reference rate for the Eurobond markets, as
well as continued development of SOFR-based rates for such market
and the market infrastructure for adopting such rates, could result
in reduced liquidity or increased volatility or could otherwise
affect the market price of any SOFR-referenced securities. There
can be no guarantee that SOFR will not be discontinued or
fundamentally altered in a manner that is materially adverse to the
interests of Noteholders (or that any applicable benchmark
fall-back provisions proposed by way of the Noteholder Proposal
will provide a rate which is economically equivalent for
Noteholders). There is no guarantee that the Federal Reserve Bank
of New York will not withdraw, modify or amend any
published SOFR averages or index data, or that such index or
averages will be widely used in the marketplace. This means that a
screen rate based on an observable publicly available average rate
or index may evolve over time but there is no guarantee of this.
The Federal Reserve Bank of New York has no obligation to consider
the interests of Noteholders in calculating, adjusting, converting,
revising or discontinuing SOFR. If the manner in which SOFR is
calculated is changed, that change may result in a reduction of the
amount of interest payable on the USD Notes and the trading prices
of the USD Notes.
Furthermore, following implementation of the Noteholder
Proposal, the Interest Rate for any Interest Period beginning on or
after the Effective Date will only be capable of being determined
towards the end of the relevant Interest Payment Period and certain
number of business days prior to the relevant Interest Payment
Date, subject to the Observation Period. It may therefore be
difficult for Noteholders to reliably estimate the amount of
interest which will be payable on the USD Notes following the
Effective Date and some investors may be unable or unwilling to
trade such USD Notes without changes to their IT systems, both of
which could adversely impact the liquidity of such USD Notes.
Further, in contrast to LIBOR-based debt securities, if (following
implementation of the Noteholder Proposal) the USD Notes of any
class become due and payable as a result of a Note Event of Default
under the Note Conditions or are otherwise redeemed early on a date
which is not an Interest Payment Date, the final Interest Rate
payable in respect of such USD Notes shall only be determined on a
certain number of Business Days, subject to the Observation Period,
immediately prior to the date on which the USD Notes become due and
payable and shall not be reset thereafter.
Noteholders should also be aware that the manner of adoption or
application of SOFR as a reference rate in the international debt
capital markets may differ materially compared with the application
and adoption of SOFR in other markets, such as the derivatives and
loan markets. Noteholders should carefully consider how any
mismatch between the adoption of Compounded Daily SOFR as a
reference rate across these markets may impact any hedging or other
arrangements which they may put in place in connection with the USD
Notes.
Investors should consider these matters when considering the
Consent Solicitation and the Noteholder Proposal.
Future unavailability of SOFR and fall-back arrangements in the
event that SOFR is discontinued
Noteholders should be aware that, if the Extraordinary
Resolution in respect of each class of Notes is passed and
implemented and SOFR were discontinued or otherwise unavailable,
the Interest Rate on the USD Notes for each Interest Payment Period
beginning on or after the Effective Date will be determined for the
relevant period by the fall-back provisions applicable to the USD
Notes.
The application of such fall-back provisions to determine the
Interest Rate may result in the USD Notes performing differently
(which may include payment of a lower Interest Rate) than they
would do if SOFR were to continue to apply in its current form.
No consent of the Noteholders shall be required in connection
with effecting any of the related adjustments and/or amendments
described above. Any such consequences could have a material
adverse effect on the value of and return on the relevant USD
Notes. Moreover, any of the above matters or any other significant
change to the setting or existence of any relevant rate could
affect the ability of the Issuer to meet its obligations under such
USD Notes or could have a material adverse effect on the value or
liquidity of, and the amount payable under, such USD Notes.
Noteholders should consider all of these matters considering the
Consent Solicitation and the Noteholder Proposal.
ANNEX
FORM OF NOTICE OF MEETINGS
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
If Noteholders are in any doubt about any aspect of the
proposals in this notice and/or the action they should take, they
are recommended to seek their own financial advice immediately from
their stockbroker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and
Markets Act 2000, as amended, (if they are in the United Kingdom)
or from another appropriately authorised independent financial
adviser and such other professional advisor from their own
professional advisors as they deem necessary.
FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS
ANNOUNCEMENT IS AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM
(THE "CONSENT SOLICITATION MEMORANDUM") ISSUED BY THE ISSUER TODAY,
AND NOTEHOLDERS ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN
CONJUNCTION WITH THE SAME.
GREAT HALL MORTGAGES No. 1 PLC
Series 2007-02
(incorporated with limited liability in England and Wales under
number 5950229) (the "Issuer")
NOTICE OF SEPARATE NOTEHOLDER MEETINGS
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").
NOTICE IS HEREBY GIVEN to the holders of the Notes (the
"Noteholders") that separate meetings (each a "Meeting") of the
Noteholders of each Class convened by the Issuer will be held at
the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane,
London, EC4R 3TT on 17 January 2023 (the "Meeting Date") at 10:00
a.m. (London time) in respect of the Class Aa Notes (the "Aa Notes
Meeting"), at 10:15 a.m. (London time) or after the completion of
the Aa Notes Meeting (whichever is later) in respect of the Class
Ab Notes (the "Ab Notes Meeting"), at 10:30 a.m. (London time) or
after the completion of the Ab Notes Meeting (whichever is later)
in respect of the Class Ac Notes (the "Ac Notes Meeting"), at 10:45
a.m. (London time) or after the completion of the Ac Notes Meeting
(whichever is later) in respect of the Class Ba Notes (the "Ba
Notes Meeting"), at 11:00 a.m. (London time) or after the
completion of the Ba Notes Meeting (whichever is later) in respect
of the Class Ca Notes (the "Ca Notes Meeting"), at 11:15 a.m.
(London time) or after the completion of the Ca Notes Meeting
(whichever is later) in respect of the Class Cb Notes (the "Cb
Notes Meeting"), at 11:30 a.m. (London time) or after the
completion of the Cb Notes Meeting (whichever is later) in respect
of the Class Da Notes (the "Da Notes Meeting"), at 11:45 a.m.
(London time) or after the completion of the Da Notes Meeting
(whichever is later) in respect of the Class Db Notes (the "Db
Notes Meeting"), at 12:00 p.m. (London time) or after the
completion of the Db Notes Meeting (whichever is later) in respect
of the Class Ea Notes (the "Ea Notes Meeting") and at 12:15 p.m.
(London time) or after the completion of the Ea Notes Meeting
(whichever is later) in respect of the Class Eb Notes (the "Eb
Notes Meeting"), access to which for Noteholders that wish to
attend virtually or appoint a proxy (other than the Tabulation
Agent) will be granted only via a Microsoft Teams video conference
meeting ID to be provided by Fieldfisher LLP upon request, for the
purpose of considering and, if thought fit, passing the resolutions
set out below, which will be proposed as an Extraordinary
Resolution at each Meeting in accordance with the provisions of the
Series Note Trust Deed dated 28 June 2007 as amended, restated,
modified and/or supplemented from time to time (the "Series Note
Trust Deed") made between the Issuer and The Bank of New York
Mellon, London Branch (the "Series Note Trustee") as trustee for
the Noteholders and constituting the Notes.
Noteholders who have submitted and not revoked (in the limited
circumstances in which revocation is permitted) a valid Eligible
Noteholder Instruction or Ineligible Noteholder Instruction in
respect of the relevant Extraordinary Resolution by 10:00 a.m.
(London time) in respect of the Class Aa Notes, 10:15 a.m. (London
time) in respect of the Class Ab Notes, 10:30 a.m. (London time) in
respect of the Class Ac Notes, 10:45 a.m. (London time) in respect
of the Class Ba Notes, 11:00 a.m. (London time) in respect of the
Class Ca Notes, 11:15 a.m. (London time) in respect of the Class Cb
Notes, 11:30 a.m. (London time) in respect of the Class Da Notes,
11:45 a.m. (London time) in respect of the Class Db Notes, 12:00
p.m. (London time) in respect of the Class Ea Notes and 12:15 p.m.
(London time) in respect of the Class Eb Notes, on 13 January 2023
(subject to the right of the Issuer to extend, re-open and/or
terminate the Consent Solicitation, the "Expiration Deadline"), by
which they will have given instructions to the Issuer (in its
capacity as Noteholder Meeting Arranger) for the appointment of one
or more representatives of the Tabulation Agent as their proxy to
vote in favour of or against (as specified in the relevant Eligible
Noteholder Instruction or Ineligible Noteholder Instruction) the
relevant Extraordinary Resolution at each relevant Meeting (or any
such adjourned Meeting), need take no further action to be
represented at such Meeting (or any such adjourned Meeting).
Capitalised terms used in this notice and not otherwise defined
herein shall have the meanings given to them in the Consent
Solicitation Memorandum dated 16 December 2022 (the "Consent
Solicitation Memorandum"), which is available for inspection by
Noteholders during normal business hours at the specified offices
of the Tabulation Agent on any weekday (public holidays excepted)
and on the following website:
https://i2capmark.com/event-details/19/Holder/great-hall-mortgages-no.1-plc-series-2007-2
up to and including the Meeting Date (see "Documents Available for
Inspection" below). In accordance with normal practice, the Series
Note Trustee, the Security Trustee, the Tabulation Agent, the
Principal Paying Agent, the Series Note Calculation Agent and the
Series Note Registrar have not been involved in the formulation of
the Noteholder Proposal outlined in the Consent Solicitation
Memorandum or the Extraordinary Resolutions. The Series Note
Trustee, the Security Trustee, the Tabulation Agent, the Principal
Paying Agent, the Series Note Calculation Agent and the Series Note
Registrar, express no opinion on, and make no representations as to
the merits of, the Noteholder Proposal outlined in the Consent
Solicitation Memorandum or the Extraordinary Resolutions.
None of the Series Note Trustee, the Security Trustee, the
Tabulation Agent, the Principal Paying Agent, the Series Note
Calculation Agent or the Series Note Registrar makes any
representation that all relevant information has been disclosed to
Noteholders in or pursuant to this Notice, the Consent Solicitation
Memorandum or otherwise. None of the Series Note Trustee, the
Security Trustee, the Tabulation Agent, the Principal Paying Agent,
the Series Note Calculation Agent or the Series Note Registrar has
approved the draft Amendment Deed referred to in the Extraordinary
Resolutions set out below and the Series Note Trustee, the Security
Trustee, the Tabulation Agent, the Principal Paying Agent, the
Series Note Calculation Agent and the Series Note Registrar
recommend that Noteholders arrange to inspect and review such draft
Amendment Deed as provided below in this Notice. Accordingly,
Noteholders should take their own independent legal, financial, tax
or other advice on the merits and the consequences of voting in
favour of the relevant Extraordinary Resolution, including any tax
consequences, and on the impact of the implementation of the
relevant Extraordinary Resolution.
None of the Series Note Trustee, the Security Trustee, the
Tabulation Agent, the Principal Paying Agent, the Series Note
Calculation Agent or the Series Note Registrar are responsible for
the accuracy, completeness, validity or correctness of the
statements made in the Consent Solicitation Memorandum or omissions
therefrom or for the acts or omissions of the Issuer, or any other
person in connection with the Consent Solicitation.
Neither this Notice nor the Consent Solicitation Memorandum
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. The distribution of the Consent
Solicitation Memorandum may nonetheless be restricted by law in
certain jurisdictions. Persons into whose possession the Consent
Solicitation Memorandum comes are required to inform themselves
about, and to observe, any such restrictions.
Background
Following 31 December 2021, all London Interbank Offered Rate
("LIBOR") settings ceased to be published, except for the 1, 3 and
6 months settings for which a synthetic LIBOR rate is being
published (but which is unrepresentative and is being published
solely for use in legacy transactions for a time-limited period).
The most commonly used settings of US dollar LIBOR (namely 1, 3, 6
and 12 month US dollar LIBOR) will cease to be published
immediately after the 30 June 2023 publication, but are already
restricted from use in new transactions under United States bank
supervisory guidance and United Kingdom regulation (with certain
limited exceptions).
In light of the imminent end of the availability of LIBOR,
regulators have been urging market participants to take active
steps to implement the transition to the Secured Overnight
Financing Rate published by the Federal Reserve Bank of New York
("SOFR") and other risk-free rates without undue delay.
On the basis that the Principal Repayment Final Maturity Date
(being the Interest Payment Date falling on 18 June 2038) of the
Notes falls after 30 June 2023, the Issuer has convened each
Meeting for the purpose of enabling the Noteholders to consider and
resolve, if they think fit, to approve the Noteholder Proposal by
way of an Extraordinary Resolution separately in relation to each
Class of the Notes (the subject matter of which is a Series Basic
Terms Modification (as defined in the Standard Provisions
Document)) implementing (i) a change in the benchmark used to
calculate the interest payment under the USD Notes specified in the
Note Specific Conditions and (ii) consequential amendments to the
Series Currency Ac Hedge Agreement as described herein.
Due to the differences in the nature of LIBOR and SOFR, the
replacement of LIBOR as the reference rate for the USD Notes will
also require the addition of a spread ("Spread Adjustment") to the
relevant existing Note Interest Rate Margin payable in respect of
the USD Notes. The pricing methodology proposed for the calculation
of the Spread Adjustment on conversion of the reference rate from
LIBOR to SOFR is described in Annex B to this Notice.
A copy of the draft Amendment Deed, as referred to in the
Extraordinary Resolution below, has been reviewed by each of Fitch
Ratings Limited ("Fitch"), Moody's Investors Service Limited
("Moody's") and S&P Global Ratings ("S&P"). None of Fitch,
Moody's or S&P has, based on the information provided to them,
raised any comments in respect of the draft Amendment Deed.
Noteholder Proposal
Pursuant to the above, the Issuer has convened each Meeting by
the above notice to request that Noteholders of each Class consider
and agree by Extraordinary Resolution to the matters contained in
each Extraordinary Resolution set out below.
The Issuer, under the Noteholder Proposal (as defined below), is
requesting that the Noteholders consider and if thought fit,
approve the relevant Extraordinary Resolution. If approved by the
Noteholders of each Class, the Extraordinary Resolutions will be
binding on all holders of the Notes, including those Noteholders
who do not vote in favour of the Extraordinary Resolutions or who
do not vote in connection with the Extraordinary Resolutions.
In order to implement the change in benchmark used to calculate
the interest payment under the Notes from 'BBA LIBOR USD' to
'SOFR':
(a) the Interest Rate for the Class Ac Notes from and including
the Effective Date (with the first interest allocated amount based
on such new Interest Rate being paid on the Interest Payment Date
occurring after the Effective Date) will continue to be a floating
rate and will be Compounded Daily SOFR plus the Adjusted Note
Interest Rate Margin. The detailed provisions relating to the
calculation of the Compounded Daily SOFR are set out in Annex A to
this Notice.
(b) the "Adjusted Note Interest Rate Margin" shall be the sum of
(i) the Spread Adjustment; and (ii) the current Note Interest Rate
Margin in respect of the Class Ac Notes (such current Note Interest
Rate Margin being in respect of the Ac Notes 0.13 per cent.).
The detailed provisions relating to the calculation of the
Adjusted Note Interest Rate Margin are set out in Annex B to the
Notice.
For the avoidance of doubt, the reference rate applicable to the
Class Ac Notes up to but excluding the Effective Date will continue
to be BBA LIBOR USD and the interest payment made on the Effective
Date will not be affected by the pricing methodology described
herein.
The Extraordinary Resolutions, if passed, constitute (amongst
others) a direction by the Noteholders to the Series Note Trustee
to consent to and to concur in the amendments to the Note Specific
Conditions and the Series Currency Ac Hedge Agreement to implement
relevant changes to the Class Ac Notes and such Series Currency Ac
Hedge Agreement in order to change the reference rate from 'BBA
LIBOR USD' to 'SOFR' (the "Noteholder Proposal"), as more fully set
out in the Amendment Deed, including consequential amendments to
the Series Currency Ac Hedge Agreement (as defined in the Note
Issue Supplement), (the "Proposed Amendments").
The Noteholder Proposal is being put to Noteholders for the
reasons set out in the Consent Solicitation Memorandum.
Noteholders are referred to the Consent Solicitation Memorandum
which provides further background to the Noteholder Proposal and
the reasons therefor.
Consent Solicitation
Noteholders are further given notice that the Issuer has invited
holders of the Notes of each Class (such invitation a Consent
Solicitation) to consent to the approval, by Extraordinary
Resolution at each Meeting, of the modification of the Note
Specific Conditions and the Series Currency Ac Hedge Agreement as
described in paragraphs 1 and 2 of the Extraordinary Resolutions as
set out below, all as further described in the Consent Solicitation
Memorandum (as defined in paragraph 10 of the Extraordinary
Resolutions set out below).
Noteholders may obtain from the date of this Notice a copy of
the Consent Solicitation Memorandum from the Tabulation Agent, the
contact details for which are set out below. In order to receive a
copy of the Consent Solicitation Memorandum, a Noteholder will be
required to provide confirmation as to his or her status as a
Noteholder.
Extraordinary Resolutions
In Respect of the GBP 278,800,000 Class Aa Notes due June
2039
"THAT this Meeting of the holders (together, the Noteholders) of
the GBP 278,800,000 Class Aa Notes due June 2039 (the Notes) (of
which GBP 28,168,781.04 is currently outstanding) of Great Hall
Mortgages No. 1 plc (the Issuer), constituted by the series note
trust deed dated 28 June 2007 as amended, restated, modified and/or
supplemented from time to time (the Series Note Trust Deed) made
between the Issuer and The Bank of New York Mellon, London Branch
(the Series Note Trustee) as series note trustee for the
Noteholders HEREBY RESOLVES as an Extraordinary Resolution to:
1. assent to and approve the Noteholder Proposal and the
Proposed Amendments pursuant to the Amendment Deed as defined
herein:
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorise, direct, request and empower:
(a) the Issuer and the Series Note Trustee to execute an
amendment deed amending the Note Specific Conditions and the Series
Currency Ac Hedge Agreement (the Amendment Deed) to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting and for the purpose of identification
signed by the chairman thereof;
(b) the Issuer and the Series Note Trustee to execute and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution; and
(c) the Series Note Trustee to authorise, direct, request and
empower the Security Trustee pursuant to clause 21.4 of the
Security Intercreditor Deed to execute the Amendment Deed and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution.
3. discharge, hold harmless and exonerate the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent and the Series Note Registrar from
all liability for which they may have become or may become
responsible under the Series Note Trust Deed, the Notes or any
Transaction Document or any document related thereto in respect of
any act or omission, including without limitation, in connection
with the passing of this Extraordinary Resolution or its
implementation, the modifications and documents referred to in this
Extraordinary Resolution or the implementation of those
modifications or the executing of any deeds, agreements, documents
or instructions, the performance of any acts, matters or things to
be done to carry out and give effect to the matters contemplated in
the Amendment Deed, the Notice or this Extraordinary Resolution
even if it is found out subsequently that there is any defect with
the passing of this Extraordinary Resolution or for any reason this
Extraordinary Resolution is not binding on current or subsequent
Noteholders or their heirs or assignees;
4. irrevocably waive any claim Noteholders may have against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar arising as a result of any loss or damage which the
Noteholders may suffer or incur as a result of the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent or the Series Note Registrar acting
upon this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Series Note Trustee, the Security Trustee, the
Principal Paying Agent, the Series Note Calculation Agent or the
Series Note Registrar liable for any such loss or damage;
5. expressly agree and undertake to indemnify and hold harmless
the Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent and the Series Note
Registrar from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar and against all losses, costs, charges or expenses
(including legal fees) which the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent or the Series Note Registrar may suffer or incur which in any
case arise as a result of the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar acting in accordance with the
Extraordinary Resolution and the Series Note Trust Deed or any
Transaction Document;
6. sanction and assent to every abrogation, modification,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer, whether
or not such rights arise under the Note Specific Conditions, the
Series Specific Provisions, the Series Note Trust Deed or any other
Transaction Documents involved in, resulting from or to be effected
by the amendments referred to in paragraphs 1 and 2 of this
Extraordinary Resolution and their implementation;
7. approve that the Series Note Trustee be and is hereby
authorised and instructed not to obtain any legal opinions in
relation to, or to enquire into the power and capacity of any
person to enter into the Amendment Deed or any other document
necessary, desirable or expedient in connection with the
modifications referred to paragraphs 1 and 2 of this Extraordinary
Resolution or the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
8. waive any and all requirements, restrictions and conditions
precedent set forth in the Transaction Documents on any person, in
implementing the Amendment Deed, this Extraordinary Resolution and
the Noteholder Proposal;
9. declare that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the passing of an extraordinary resolution as to the matters
set out in paragraphs 1 and 2 of this Extraordinary Resolution in
relation to the EUR 30,000,000 Class Ab Notes due June 2039 (the
Class Ab Notes) , the USD 600,000,000 Class Ac Notes due June 2039
(the Class Ac Notes), the GBP 75,200,000 Class Ba Notes due June
2039 (the Class Ba Notes), the GBP 9,000,000 Class Ca Notes due
June 2039 (the Class Ca Notes), the EUR 42,100,000 Class Cb Notes
due June 2039 (the Class Cb Notes), the GBP 2,000,000 Class Da
Notes due June 2039 (the Class Da Notes), the EUR 28,000,000 Class
Db Notes due June 2039 (the Class Db Notes), the GBP 7,500,000
Class Ea Notes due June 2039 (the Class Ea Notes) ; and the EUR
10,000,000 Class Eb Notes due June 2039 (the Class Eb Notes) ;
10. acknowledge that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders (as defined in the Consent Solicitation Memorandum) to
consent to the modification of the Note Specific Conditions
relating to the Class Ac Notes (as defined in the Consent
Solicitation Memorandum) and the Series Currency Ac Hedge Agreement
as described in the Consent Solicitation Memorandum and as the same
may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 16 December 2022 prepared by the Issuer in
relation to the Consent Solicitation;
"Noteholder Proposal" means t he invitation by the Issuer to
each Noteholder to consent by adopting the Extraordinary
Resolution, to (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 (as defined
below)) 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 such invitation is made on the terms and subject to
the conditions set out in this Consent Solicitation Memorandum;
and
"Proposed Amendments" means 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; and
11. agree that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Consent
Solicitation Memorandum (a copy of which is available for
inspection as referred to in the Notice)."
In Respect of the EUR 30,000,000 Class Ab Notes due June
2039
"THAT this Meeting of the holders (together, the Noteholders) of
the EUR 30,000,000 Class Ab Notes due June 2039 (the Notes) (of
which EUR 3,031,074.00 is currently outstanding) of Great Hall
Mortgages No. 1 plc (the Issuer), constituted by the series note
trust deed dated 28 June 2007 as amended, restated, modified and/or
supplemented from time to time (the Series Note Trust Deed) made
between the Issuer and The Bank of New York Mellon, London Branch
(the Series Note Trustee) as series note trustee for the
Noteholders HEREBY RESOLVES as an Extraordinary Resolution to:
1. assent to and approve the Noteholder Proposal and the
Proposed Amendments pursuant to the Amendment Deed as defined
herein:
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorise, direct, request and empower:
(a) the Issuer and the Series Note Trustee to execute an
amendment deed amending the Note Specific Conditions and the Series
Currency Ac Hedge Agreement (the Amendment Deed) to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting and for the purpose of identification
signed by the chairman thereof;
(b) the Issuer and the Series Note Trustee to execute and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution; and
(c) the Series Note Trustee to authorise, direct, request and
empower the Security Trustee pursuant to clause 21.4 of the
Security Intercreditor Deed to execute the Amendment Deed and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution;
3. discharge, hold harmless and exonerate the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent and the Series Note Registrar from
all liability for which they may have become or may become
responsible under the Series Note Trust Deed, the Notes or any
Transaction Document or any document related thereto in respect of
any act or omission, including without limitation, in connection
with the passing of this Extraordinary Resolution or its
implementation, the modifications and documents referred to in this
Extraordinary Resolution or the implementation of those
modifications or the executing of any deeds, agreements, documents
or instructions, the performance of any acts, matters or things to
be done to carry out and give effect to the matters contemplated in
the Amendment Deed, the Notice or this Extraordinary Resolution
even if it is found out subsequently that there is any defect with
the passing of this Extraordinary Resolution or for any reason this
Extraordinary Resolution is not binding on current or subsequent
Noteholders or their heirs or assignees;
4. irrevocably waive any claim Noteholders may have against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar arising as a result of any loss or damage which the
Noteholders may suffer or incur as a result of the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent or the Series Note Registrar acting
upon this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Series Note Trustee, the Security Trustee, the
Principal Paying Agent, the Series Note Calculation Agent or the
Series Note Registrar liable for any such loss or damage;
5. expressly agree and undertake to indemnify and hold harmless
the Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent and the Series Note
Registrar from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar and against all losses, costs, charges or expenses
(including legal fees) which the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent or the Series Note Registrar may suffer or incur which in any
case arise as a result of the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar acting in accordance with the
Extraordinary Resolution and the Series Note Trust Deed or any
Transaction Document;
6. sanction and assent to every abrogation, modification,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer, whether
or not such rights arise under the Note Specific Conditions, the
Series Specific Provisions, the Series Note Trust Deed or any other
Transaction Documents involved in, resulting from or to be effected
by the amendments referred to in paragraphs 1 and 2 of this
Extraordinary Resolution and their implementation;
7. approve that the Series Note Trustee be and is hereby
authorised and instructed not to obtain any legal opinions in
relation to, or to enquire into the power and capacity of any
person to enter into the Amendment Deed or any other document
necessary, desirable or expedient in connection with the
modifications referred to paragraphs 1 and 2 of this Extraordinary
Resolution or the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
8. waive any and all requirements, restrictions and conditions
precedent set forth in the Transaction Documents on any person, in
implementing the Amendment Deed, this Extraordinary Resolution and
the Noteholder Proposal;
9. declare that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the passing of an extraordinary resolution as to the matters
set out in paragraphs 1 and 2 of this Extraordinary Resolution in
relation to the GBP 278,800,000 Class Aa Notes due June 2039 (the
Class Aa Notes) , the USD 600,000,000 Class Ac Notes due June 2039
(the Class Ac Notes), the GBP 75,200,000 Class Ba Notes due June
2039 (the Class Ba Notes) , the GBP 9,000,000 Class Ca Notes due
June 2039 (the Class Ca Notes), the EUR 42,100,000 Class Cb Notes
due June 2039 (the Class Cb Notes), the GBP 2,000,000 Class Da
Notes due June 2039 (the Class Da Notes), the EUR 28,000,000 Class
Db Notes due June 2039 (the Class Db Notes), the GBP 7,500,000
Class Ea Notes due June 2039 (the Class Ea Notes) and the EUR
10,000,000 Class Eb Notes due June 2039 (the Class Eb Notes) ;
10. acknowledge that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders (as defined in the Consent Solicitation Memorandum) to
consent to the modification of the Note Specific Conditions
relating to the Class Ac Notes (as defined in the Consent
Solicitation Memorandum) and the Series Currency Ac Hedge Agreement
as described in the Consent Solicitation Memorandum and as the same
may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 16 December 2022 prepared by the Issuer in
relation to the Consent Solicitation;
"Noteholder Proposal" means t he invitation by the Issuer to
each Noteholder to consent by adopting the Extraordinary
Resolution, to 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 (as defined
below)) 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 such invitation is made on the terms and subject to
the conditions set out in this Consent Solicitation Memorandum;
and
"Proposed Amendments" means 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; and
11. agree that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Consent
Solicitation Memorandum (a copy of which is available for
inspection as referred to in the Notice).
In Respect of the USD 600,000,000 Class Ac Notes due June
2039
"THAT this Meeting of the holders (together, the Noteholders) of
the USD 600,000,000 Class Ac Notes due June 2039 (the Notes) (of
which USD 60,621,480.00 is currently outstanding) of Great Hall
Mortgages No. 1 plc (the Issuer), constituted by the series note
trust deed dated 28 June 2007 as amended, restated, modified and/or
supplemented from time to time (the Series Note Trust Deed) made
between the Issuer and The Bank of New York Mellon, London Branch
(the Series Note Trustee) as series note trustee for the
Noteholders HEREBY RESOLVES as an Extraordinary Resolution to:
1. assent to and approve the Noteholder Proposal and the
Proposed Amendments pursuant to the Amendment Deed as defined
herein:
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorise, direct, request and empower:
(a) the Issuer and the Series Note Trustee to execute an
amendment deed amending the Note Specific Conditions and the Series
Currency Ac Hedge Agreement (the Amendment Deed) to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting and for the purpose of identification
signed by the chairman thereof;
(b) the Issuer and the Series Note Trustee to execute and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution; and
(c) the Series Note Trustee to authorise, direct, request and
empower the Security Trustee pursuant to clause 21.4 of the
Security Intercreditor Deed to execute the Amendment Deed and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution;
3. discharge, hold harmless and exonerate the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent and the Series Note Registrar from
all liability for which they may have become or may become
responsible under the Series Note Trust Deed, the Notes or any
Transaction Document or any document related thereto in respect of
any act or omission, including without limitation, in connection
with the passing of this Extraordinary Resolution or its
implementation, the modifications and documents referred to in this
Extraordinary Resolution or the implementation of those
modifications or the executing of any deeds, agreements, documents
or instructions, the performance of any acts, matters or things to
be done to carry out and give effect to the matters contemplated in
the Amendment Deed, the Notice or this Extraordinary Resolution
even if it is found out subsequently that there is any defect with
the passing of this Extraordinary Resolution or for any reason this
Extraordinary Resolution is not binding on current or subsequent
Noteholders or their heirs or assignees;
4. irrevocably waive any claim Noteholders may have against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar arising as a result of any loss or damage which the
Noteholders may suffer or incur as a result of the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent or the Series Note Registrar acting
upon this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Series Note Trustee, the Security Trustee, the
Principal Paying Agent, the Series Note Calculation Agent or the
Series Note Registrar liable for any such loss or damage;
5. expressly agree and undertake to indemnify and hold harmless
the Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent and the Series Note
Registrar from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar and against all losses, costs, charges or expenses
(including legal fees) which the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent or the Series Note Registrar may suffer or incur which in any
case arise as a result of the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar acting in accordance with the
Extraordinary Resolution and the Series Note Trust Deed or any
Transaction Document;
6. sanction and assent to every abrogation, modification,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer, whether
or not such rights arise under the Note Specific Conditions, the
Series Specific Provisions, the Series Note Trust Deed or any other
Transaction Documents involved in, resulting from or to be effected
by the amendments referred to in paragraphs 1 and 2 of this
Extraordinary Resolution and their implementation;
7. approve that the Series Note Trustee be and is hereby
authorised and instructed not to obtain any legal opinions in
relation to, or to enquire into the power and capacity of any
person to enter into the Amendment Deed or any other document
necessary, desirable or expedient in connection with the
modifications referred to paragraphs 1 and 2 of this Extraordinary
Resolution or the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
8. waive any and all requirements, restrictions and conditions
precedent set forth in the Transaction Documents on any person, in
implementing the Amendment Deed, this Extraordinary Resolution and
the Noteholder Proposal;
9. declare that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the passing of an extraordinary resolution as to the matters
set out in paragraphs 1 and 2 of this Extraordinary Resolution in
relation to the GBP 278,800,000 Class Aa Notes due June 2039 (the
Class Aa Notes), EUR 30,000,000 Class Ab Notes due June 2039 (the
Class Ab Notes) , the GBP 75,200,000 Class Ba Notes due June 2039
(the Class Ba Notes), the GBP 9,000,000 Class Ca Notes due June
2039 (the Class Ca Notes), the EUR 42,100,000 Class Cb Notes due
June 2039 (the Class Cb Notes), the GBP 2,000,000 Class Da Notes
due June 2039 (the Class Da Notes), the EUR 28,000,000 Class Db
Notes due June 2039 (the Class Db Notes), the GBP 7,500,000 Class
Ea Notes due June 2039 (the Class Ea Notes) and the EUR 10,000,000
Class Eb Notes due June 2039 (the Class Eb Notes) ;
10. acknowledge that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders (as defined in the Consent Solicitation Memorandum) to
consent to the modification of the Note Specific Conditions
relating to the Class Ac Notes (as defined in the Consent
Solicitation Memorandum) and the Series Currency Ac Hedge Agreement
as described in the Consent Solicitation Memorandum and as the same
may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 16 December 2022 prepared by the Issuer in
relation to the Consent Solicitation;
"Noteholder Proposal" means t he invitation by the Issuer to
each Noteholder to consent by adopting the Extraordinary
Resolution, to 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 (as defined
below)) 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 such invitation is made on the terms and subject to
the conditions set out in this Consent Solicitation Memorandum;
and
"Proposed Amendments" means 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 LIBOR to Compounded Daily SOFR as more fully
described in the Amendment Deed; and
11. agree that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Consent
Solicitation Memorandum (a copy of which is available for
inspection as referred to in the Notice)."
In Respect of the GBP 75,200,000 Class Ba Notes due June
2039
"THAT this Meeting of the holders (together, the Noteholders) of
the GBP 75,200,000 Class Ba Notes due June 2039 (the Notes) (of
which GBP 75,200,000 is currently outstanding) of Great Hall
Mortgages No. 1 plc (the Issuer), constituted by the series note
trust deed dated 28 June 2007 as amended, restated, modified and/or
supplemented from time to time (the Series Note Trust Deed) made
between the Issuer and The Bank of New York Mellon, London Branch
(the Series Note Trustee) as series note trustee for the
Noteholders HEREBY RESOLVES as an Extraordinary Resolution to:
1. assent to and approve the Noteholder Proposal and the
Proposed Amendments pursuant to the Amendment Deed as defined
herein:
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorise, direct, request and empower:
(a) the Issuer and the Series Note Trustee to execute an
amendment deed amending the Note Specific Conditions and the Series
Currency Ac Hedge Agreement (the Amendment Deed) to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting and for the purpose of identification
signed by the chairman thereof;
(b) the Issuer and the Series Note Trustee to execute and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution; and
(c) the Series Note Trustee to authorise, direct, request and
empower the Security Trustee pursuant to clause 21.4 of the
Security Intercreditor Deed to execute the Amendment Deed and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution;
3. discharge, hold harmless and exonerate the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent and the Series Note Registrar from
all liability for which they may have become or may become
responsible under the Series Note Trust Deed, the Notes or any
Transaction Document or any document related thereto in respect of
any act or omission, including without limitation, in connection
with the passing of this Extraordinary Resolution or its
implementation, the modifications and documents referred to in this
Extraordinary Resolution or the implementation of those
modifications or the executing of any deeds, agreements, documents
or instructions, the performance of any acts, matters or things to
be done to carry out and give effect to the matters contemplated in
the Amendment Deed, the Notice or this Extraordinary Resolution
even if it is found out subsequently that there is any defect with
the passing of this Extraordinary Resolution or for any reason this
Extraordinary Resolution is not binding on current or subsequent
Noteholders or their heirs or assignees;
4. irrevocably waive any claim Noteholders may have against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar arising as a result of any loss or damage which the
Noteholders may suffer or incur as a result of the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent or the Series Note Registrar acting
upon this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Series Note Trustee, the Security Trustee, the
Principal Paying Agent, the Series Note Calculation Agent or the
Series Note Registrar liable for any such loss or damage;
5. expressly agree and undertake to indemnify and hold harmless
the Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent and the Series Note
Registrar from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar and against all losses, costs, charges or expenses
(including legal fees) which the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent or the Series Note Registrar may suffer or incur which in any
case arise as a result of the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar acting in accordance with the
Extraordinary Resolution and the Series Note Trust Deed or any
Transaction Document;
6. sanction and assent to every abrogation, modification,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer, whether
or not such rights arise under the Note Specific Conditions, the
Series Specific Provisions, the Series Note Trust Deed or any other
Transaction Documents involved in, resulting from or to be effected
by the amendments referred to in paragraphs 1 and 2 of this
Extraordinary Resolution and their implementation;
7. approve that the Series Note Trustee be and is hereby
authorised and instructed not to obtain any legal opinions in
relation to, or to enquire into the power and capacity of any
person to enter into the Amendment Deed or any other document
necessary, desirable or expedient in connection with the
modifications referred to paragraphs 1 and 2 of this Extraordinary
Resolution or the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
8. waive any and all requirements, restrictions and conditions
precedent set forth in the Transaction Documents on any person, in
implementing the Amendment Deed, this Extraordinary Resolution and
the Noteholder Proposal;;
9. declare that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the passing of an extraordinary resolution as to the matters
set out in paragraphs 1 and 2 of this Extraordinary Resolution in
relation to the GBP 278,800,000 Class Aa Notes due June 2039 (the
Class Aa Notes), EUR 30,000,000 Class Ab Notes due June 2039 (the
Class Ab Notes) , the USD 600,000,000 Class Ac Notes due June 2039
(the Class Ac Notes), the GBP 9,000,000 Class Ca Notes due June
2039 (the Class Ca Notes), the EUR 42,100,000 Class Cb Notes due
June 2039 (the Class Cb Notes), the GBP 2,000,000 Class Da Notes
due June 2039 (the Class Da Notes), the EUR 28,000,000 Class Db
Notes due June 2039 (the Class Db Notes), the GBP 7,500,000 Class
Ea Notes due June 2039 (the Class Ea Notes) and the EUR 10,000,000
Class Eb Notes due June 2039 (the Class Eb Notes) ;
10. acknowledge that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders (as defined in the Consent Solicitation Memorandum) to
consent to the modification of the Note Specific Conditions
relating to the Class Ac Notes (as defined in the Consent
Solicitation Memorandum) and the Series Currency Ac Hedge Agreement
as described in the Consent Solicitation Memorandum and as the same
may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 16 December 2022 prepared by the Issuer in
relation to the Consent Solicitation;
"Noteholder Proposal" means t he invitation by the Issuer to
each Noteholder to consent by adopting the Extraordinary
Resolution, to 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 (as defined
below)) so that (x) LIBOR 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 such invitation is made on the terms and subject to
the conditions set out in this Consent Solicitation Memorandum;
and
"Proposed Amendments" means 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 LIBOR to Compounded Daily SOFR as more fully
described in the Amendment Deed; and
11. agree that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Consent
Solicitation Memorandum (a copy of which is available for
inspection as referred to in the Notice)."
In Respect of the GBP 9,000,000 Class Ca Notes due June 2039
"THAT this Meeting of the holders (together, the Noteholders) of
the GBP 9,000,000 Class Ca Notes due June 2039 (the Notes) (of
which GBP 9,000,000 is currently outstanding) of Great Hall
Mortgages No. 1 plc (the Issuer), constituted by the series note
trust deed dated 28 June 2007 as amended, restated, modified and/or
supplemented from time to time (the Series Note Trust Deed) made
between the Issuer and The Bank of New York Mellon, London Branch
(the Series Note Trustee) as series note trustee for the
Noteholders HEREBY RESOLVES as an Extraordinary Resolution to:
1. assent to and approve the Noteholder Proposal and the
Proposed Amendments pursuant to the Amendment Deed as defined
herein:
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorise, direct, request and empower:
(a) the Issuer and the Series Note Trustee to execute an
amendment deed amending the Note Specific Conditions and the Series
Currency Ac Hedge Agreement (the Amendment Deed) to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting and for the purpose of identification
signed by the chairman thereof;
(b) the Issuer and the Series Note Trustee to execute and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution; and
(c) the Series Note Trustee to authorise, direct, request and
empower the Security Trustee pursuant to clause 21.4 of the
Security Intercreditor Deed to execute the Amendment Deed and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution;
3. discharge, hold harmless and exonerate the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent and the Series Note Registrar from
all liability for which they may have become or may become
responsible under the Series Note Trust Deed, the Notes or any
Transaction Document or any document related thereto in respect of
any act or omission, including without limitation, in connection
with the passing of this Extraordinary Resolution or its
implementation, the modifications and documents referred to in this
Extraordinary Resolution or the implementation of those
modifications or the executing of any deeds, agreements, documents
or instructions, the performance of any acts, matters or things to
be done to carry out and give effect to the matters contemplated in
the Amendment Deed, the Notice or this Extraordinary Resolution
even if it is found out subsequently that there is any defect with
the passing of this Extraordinary Resolution or for any reason this
Extraordinary Resolution is not binding on current or subsequent
Noteholders or their heirs or assignees;
4. irrevocably waive any claim Noteholders may have against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar arising as a result of any loss or damage which the
Noteholders may suffer or incur as a result of the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent or the Series Note Registrar acting
upon this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Series Note Trustee, the Security Trustee, the
Principal Paying Agent, the Series Note Calculation Agent or the
Series Note Registrar liable for any such loss or damage;
5. expressly agree and undertake to indemnify and hold harmless
the Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent and the Series Note
Registrar from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar and against all losses, costs, charges or expenses
(including legal fees) which the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent or the Series Note Registrar may suffer or incur which in any
case arise as a result of the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar acting in accordance with the
Extraordinary Resolution and the Series Note Trust Deed or any
Transaction Document;
6. sanction and assent to every abrogation, modification,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer, whether
or not such rights arise under the Note Specific Conditions, the
Series Specific Provisions, the Series Note Trust Deed or any other
Transaction Documents involved in, resulting from or to be effected
by the amendments referred to in paragraphs 1 and 2 of this
Extraordinary Resolution and their implementation;
7. approve that the Series Note Trustee be and is hereby
authorised and instructed not to obtain any legal opinions in
relation to, or to enquire into the power and capacity of any
person to enter into the Amendment Deed or any other document
necessary, desirable or expedient in connection with the
modifications referred to paragraphs 1 and 2 of this Extraordinary
Resolution or the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
8. waive any and all requirements, restrictions and conditions
precedent set forth in the Transaction Documents on any person, in
implementing the Amendment Deed, this Extraordinary Resolution and
the Noteholder Proposal;
9. declare that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the passing of an extraordinary resolution as to the matters
set out in paragraphs 1 and 2 of this Extraordinary Resolution in
relation to the GBP 278,800,000 Class Aa Notes due June 2039 (the
Class Aa Notes), the EUR 30,000,000 Class Ab Notes due June 2039
(the Class Ab Notes) , the USD 600,000,000 Class Ac Notes due June
2039 (the Class Ac Notes), the GBP 75,200,000 Class Ba Notes due
June 2039 (the Class Ba Notes ) , the EUR 42,100,000 Class Cb Notes
due June 2039 (the Class Cb Notes), the GBP 2,000,000 Class Da
Notes due June 2039 (the Class Da Notes), the EUR 28,000,000 Class
Db Notes due June 2039 (the Class Db Notes), the GBP 7,500,000
Class Ea Notes due June 2039 (the Class Ea Notes) and the EUR
10,000,000 Class Eb Notes due June 2039 (the Class Eb Notes) ;
10. acknowledge that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders (as defined in the Consent Solicitation Memorandum) to
consent to the modification of the Note Specific Conditions
relating to the Class Ac Notes (as defined in the Consent
Solicitation Memorandum) and the Series Currency Ac Hedge Agreement
as described in the Consent Solicitation Memorandum and as the same
may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 16 December 2022 prepared by the Issuer in
relation to the Consent Solicitation;
"Noteholder Proposal" means t he invitation by the Issuer to
each Noteholder to consent by adopting the Extraordinary
Resolution, to 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 (as defined
below)) 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 such invitation is made on the terms and subject to
the conditions set out in this Consent Solicitation Memorandum;
and
"Proposed Amendments" means 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; and
11. agree that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Consent
Solicitation Memorandum (a copy of which is available for
inspection as referred to in the Notice)."
In Respect of the EUR 42,100,000 Class Cb Notes due June
2039
"THAT this Meeting of the holders (together, the Noteholders) of
the EUR 42,100,000 Class Cb Notes due June 2039 (the Notes) (of
which EUR 42,100,000 is currently outstanding) of Great Hall
Mortgages No. 1 plc (the Issuer), constituted by the trust deed
dated 28 June 2007 as amended, restated, modified and/or
supplemented from time to time (the Trust Deed) made between the
Issuer and The Bank of New York Mellon, London Branch (the Series
Note Trustee) as series note trustee for the Noteholders HEREBY
RESOLVES as an Extraordinary Resolution to:
1. assent to and approve the Noteholder Proposal and the
Proposed Amendments pursuant to the Amendment Deed as defined
herein:
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorise, direct, request and empower:
(a) the Issuer and the Series Note Trustee to execute an
amendment deed amending the Note Specific Conditions and the Series
Currency Ac Hedge Agreement (the Amendment Deed) to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting and for the purpose of identification
signed by the chairman thereof;
(b) the Issuer and the Series Note Trustee to execute and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution; and
(c) the Series Note Trustee to authorise, direct, request and
empower the Security Trustee pursuant to clause 21.4 of the
Security Intercreditor Deed to execute the Amendment Deed and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution;
3. discharge, hold harmless and exonerate the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent and the Series Note Registrar from
all liability for which they may have become or may become
responsible under the Series Note Trust Deed, the Notes or any
Transaction Document or any document related thereto in respect of
any act or omission, including without limitation, in connection
with the passing of this Extraordinary Resolution or its
implementation, the modifications and documents referred to in this
Extraordinary Resolution or the implementation of those
modifications or the executing of any deeds, agreements, documents
or instructions, the performance of any acts, matters or things to
be done to carry out and give effect to the matters contemplated in
the Amendment Deed, the Notice or this Extraordinary Resolution
even if it is found out subsequently that there is any defect with
the passing of this Extraordinary Resolution or for any reason this
Extraordinary Resolution is not binding on current or subsequent
Noteholders or their heirs or assignees;
4. irrevocably waive any claim Noteholders may have against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar arising as a result of any loss or damage which the
Noteholders may suffer or incur as a result of the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent or the Series Note Registrar acting
upon this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Series Note Trustee, the Security Trustee, the
Principal Paying Agent, the Series Note Calculation Agent or the
Series Note Registrar liable for any such loss or damage;
5. expressly agree and undertake to indemnify and hold harmless
the Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent and the Series Note
Registrar from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar and against all losses, costs, charges or expenses
(including legal fees) which the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent or the Series Note Registrar may suffer or incur which in any
case arise as a result of the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar acting in accordance with the
Extraordinary Resolution and the Series Note Trust Deed or any
Transaction Document;
6. sanction and assent to every abrogation, modification,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer, whether
or not such rights arise under the Note Specific Conditions, the
Series Specific Provisions, the Series Note Trust Deed or any other
Transaction Documents involved in, resulting from or to be effected
by the amendments referred to in paragraphs 1 and 2 of this
Extraordinary Resolution and their implementation;
7. approve that the Series Note Trustee be and is hereby
authorised and instructed not to obtain any legal opinions in
relation to, or to enquire into the power and capacity of any
person to enter into the Amendment Deed or any other document
necessary, desirable or expedient in connection with the
modifications referred to paragraphs 1 and 2 of this Extraordinary
Resolution or the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
8. waive any and all requirements, restrictions and conditions
precedent set forth in the Transaction Documents on any person, in
implementing the Amendment Deed, this Extraordinary Resolution and
the Noteholder Proposal;
9. declare that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the passing of an extraordinary resolution as to the matters
set out in paragraphs 1 and 2 of this Extraordinary Resolution in
relation to the GBP 278,800,000 Class Aa Notes due June 2039 (the
Class Aa Notes), the EUR 30,000,000 Class Ab Notes due June 2039
(the Class Ab Notes) , the USD 600,000,000 Class Ac Notes due June
2039 (the Class Ac Notes), the GBP 75,200,000 Class Ba Notes due
June 2039 (the Class Ba Notes) , the GBP 9,000,000 Class Ca Notes
due June 2039 (the Class Ca Notes), the GBP 2,000,000 Class Da
Notes due June 2039 (the Class Da Notes), the EUR 28,000,000 Class
Db Notes due June 2039 (the Class Db Notes), the GBP 7,500,000
Class Ea Notes due June 2039 (the Class Ea Notes) and the EUR
10,000,000 Class Eb Notes due June 2039 (the Class Eb Notes) ;
10. acknowledge that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders (as defined in the Consent Solicitation Memorandum) to
consent to the modification of the Note Specific Conditions
relating to the Class Ac Notes (as defined in the Consent
Solicitation Memorandum) and the Series Currency Ac Hedge Agreement
as described in the Consent Solicitation Memorandum and as the same
may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 16 December 2022 prepared by the Issuer in
relation to the Consent Solicitation;
"Noteholder Proposal" means t he invitation by the Issuer to
each Noteholder to consent by adopting the Extraordinary
Resolution, to 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 (as defined
below)) 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 such invitation is made on the terms and subject to
the conditions set out in this Consent Solicitation Memorandum;
and
"Proposed Amendments" means 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; and
11. agree that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Consent
Solicitation Memorandum (a copy of which is available for
inspection as referred to in the Notice)."
In Respect of the GBP 2,000,000 Class Da Notes due June 2039
"THAT this Meeting of the holders (together, the Noteholders) of
the GBP 2,000,000 Class Da Notes due June 2039 (the Notes) (of
which GBP 2,000,000 is currently outstanding) of Great Hall
Mortgages No. 1 plc (the Issuer), constituted by the trust deed
dated 28 June 2007 as amended, restated, modified and/or
supplemented from time to time (the Trust Deed) made between the
Issuer and The Bank of New York Mellon, London Branch (the Series
Note Trustee) as series note trustee for the Noteholders HEREBY
RESOLVES as an Extraordinary Resolution to:
1. assent to and approve the Noteholder Proposal and the
Proposed Amendments pursuant to the Amendment Deed as defined
herein:
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorise, direct, request and empower:
(a) the Issuer and the Series Note Trustee to execute an
amendment deed amending the Note Specific Conditions and the Series
Currency Ac Hedge Agreement (the Amendment Deed) to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting and for the purpose of identification
signed by the chairman thereof;
(b) the Issuer and the Series Note Trustee to execute and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution; and
(c) the Series Note Trustee to authorise, direct, request and
empower the Security Trustee pursuant to clause 21.4 of the
Security Intercreditor Deed to execute the Amendment Deed and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution;
3. discharge, hold harmless and exonerate the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent and the Series Note Registrar from
all liability for which they may have become or may become
responsible under the Series Note Trust Deed, the Notes or any
Transaction Document or any document related thereto in respect of
any act or omission, including without limitation, in connection
with the passing of this Extraordinary Resolution or its
implementation, the modifications and the documents referred to in
this Extraordinary Resolution or the implementation of those
modifications or the executing of any deeds, agreements, documents
or instructions, the performance of any acts, matters or things to
be done to carry out and give effect to the matters contemplated in
the Amendment Deed, the Notice or this Extraordinary Resolution
even if it is found out subsequently that there is any defect with
the passing of this Extraordinary Resolution or for any reason this
Extraordinary Resolution is not binding on current or subsequent
Noteholders or their heirs or assignees;
4. irrevocably waive any claim Noteholders may have against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar arising as a result of any loss or damage which the
Noteholders may suffer or incur as a result of the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent or the Series Note Registrar acting
upon this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Series Note Trustee, the Security Trustee, the
Principal Paying Agent, the Series Note Calculation Agent or the
Series Note Registrar liable for any such loss or damage;
5. expressly agree and undertake to indemnify and hold harmless
the Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent and the Series Note
Registrar from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar and against all losses, costs, charges or expenses
(including legal fees) which the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent or the Series Note Registrar may suffer or incur which in any
case arise as a result of the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar acting in accordance with the
Extraordinary Resolution and the Series Note Trust Deed or any
Transaction Document;
6. sanction and assent to every abrogation, modification,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer, whether
or not such rights arise under the Note Specific Conditions, the
Series Specific Provisions, the Series Note Trust Deed or any other
Transaction Documents involved in, resulting from or to be effected
by the amendments referred to in paragraphs 1 and 2 of this
Extraordinary Resolution and their implementation;
7. approve that the Series Note Trustee be and is hereby
authorised and instructed not to obtain any legal opinions in
relation to, or to enquire into the power and capacity of any
person to enter into the Amendment Deed or any other document
necessary, desirable or expedient in connection with the
modifications referred to paragraphs 1 and 2 of this Extraordinary
Resolution or the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
8. waive any and all requirements, restrictions and conditions
precedent set forth in the Transaction Documents on any person, in
implementing the Amendment Deed, this Extraordinary Resolution and
the Noteholder Proposal;
9. declare that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the passing of an extraordinary resolution as to the matters
set out in paragraphs 1 and 2 of this Extraordinary Resolution in
relation to the GBP 278,800,000 Class Aa Notes due June 2039 (the
Class Aa Notes), the EUR 30,000,000 Class Ab Notes due June 2039
(the Class Ab Notes) , the USD 600,000,000 Class Ac Notes due June
2039 (the Class Ac Notes), the GBP 75,200,000 Class Ba Notes due
June 2039 (the Class Ba Notes ) , the GBP 9,000,000 Class Ca Notes
due June 2039 (the Class Ca Notes), the EUR 42,100,000 Class Cb
Notes due June 2039 (the Class Cb Notes), the EUR 28,000,000 Class
Db Notes due June 2039 (the Class Db Notes), the GBP 7,500,000
Class Ea Notes due June 2039 (the Class Ea Notes) and the EUR
10,000,000 Class Eb Notes due June 2039 (the Class Eb Notes) ;
10. acknowledge that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders (as defined in the Consent Solicitation Memorandum) to
consent to the modification of the Note Specific Conditions
relating to the Class Ac Notes (as defined in the Consent
Solicitation Memorandum) and the Series Currency Ac Hedge Agreement
as described in the Consent Solicitation Memorandum and as the same
may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 16 December 2022 prepared by the Issuer in
relation to the Consent Solicitation;
"Noteholder Proposal" means t he invitation by the Issuer to
each Noteholder to consent by adopting the Extraordinary
Resolution, to 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 (as defined
below)) 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 such invitation is made on the terms and subject to
the conditions set out in this Consent Solicitation Memorandum;
and
"Proposed Amendments" means 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; and
11. agree that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Consent
Solicitation Memorandum (a copy of which is available for
inspection as referred to in the Notice)."
In Respect of the EUR 28,000,000 Class Db Notes due June
2039
"THAT this Meeting of the holders (together, the Noteholders) of
the EUR 28,000,000 Class Db Notes due June 2039 (the Notes) (of
which EUR 28,000,000 is currently outstanding) of Great Hall
Mortgages No. 1 plc (the Issuer), constituted by the trust deed
dated 28 June 2007 as amended, restated, modified and/or
supplemented from time to time (the Trust Deed) made between the
Issuer and The Bank of New York Mellon, London Branch (the Series
Note Trustee) as series note trustee for the Noteholders HEREBY
RESOLVES as an Extraordinary Resolution to:
1. assent to and approve the Noteholder Proposal and the
Proposed Amendments pursuant to the Amendment Deed as defined
herein:
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorise, direct, request and empower:
(a) the Issuer and the Series Note Trustee to execute an
amendment deed amending the Note Specific Conditions and the Series
Currency Ac Hedge Agreement (the Amendment Deed) to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting and for the purpose of identification
signed by the chairman thereof;
(b) the Issuer and the Series Note Trustee to execute and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution; and
(c) the Series Note Trustee to authorise, direct, request and
empower the Security Trustee pursuant to clause 21.4 of the
Security Intercreditor Deed to execute the Amendment Deed and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution;
3. discharge, hold harmless and exonerate the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent and the Series Note Registrar from
all liability for which they may have become or may become
responsible under the Series Note Trust Deed, the Notes or any
Transaction Document or any document related thereto in respect of
any act or omission, including without limitation, in connection
with the passing of this Extraordinary Resolution or its
implementation, the modifications and documents referred to in this
Extraordinary Resolution or the implementation of those
modifications or the executing of any deeds, agreements, documents
or instructions, the performance of any acts, matters or things to
be done to carry out and give effect to the matters contemplated in
the Amendment Deed, the Notice or this Extraordinary Resolution
even if it is found out subsequently that there is any defect with
the passing of this Extraordinary Resolution or for any reason this
Extraordinary Resolution is not binding on current or subsequent
Noteholders or their heirs or assignees;
4. irrevocably waive any claim Noteholders may have against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar arising as a result of any loss or damage which the
Noteholders may suffer or incur as a result of the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent or the Series Note Registrar acting
upon this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Series Note Trustee, the Security Trustee, the
Principal Paying Agent, the Series Note Calculation Agent or the
Series Note Registrar liable for any such loss or damage;
5. expressly agree and undertake to indemnify and hold harmless
the Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent and the Series Note
Registrar from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar and against all losses, costs, charges or expenses
(including legal fees) which the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent or the Series Note Registrar may suffer or incur which in any
case arise as a result of the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar acting in accordance with the
Extraordinary Resolution and the Series Note Trust Deed or any
Transaction Document;
6. sanction and assent to every abrogation, modification,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer, whether
or not such rights arise under the Note Specific Conditions, the
Series Specific Provisions, the Series Note Trust Deed or any other
Transaction Documents involved in, resulting from or to be effected
by the amendments referred to in paragraphs 1 and 2 of this
Extraordinary Resolution and their implementation;
7. approve that the Series Note Trustee be and is hereby
authorised and instructed not to obtain any legal opinions in
relation to, or to enquire into the power and capacity of any
person to enter into the Amendment Deed or any other document
necessary, desirable or expedient in connection with the
modifications referred to paragraphs 1 and 2 of this Extraordinary
Resolution or the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
8. waive any and all requirements, restrictions and conditions
precedent set forth in the Transaction Documents on any person, in
implementing the Amendment Deed, this Extraordinary Resolution and
the Noteholder Proposal;;
9. declare that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the passing of an extraordinary resolution as to the matters
set out in paragraphs 1 and 2 of this Extraordinary Resolution in
relation to the GBP 278,800,000 Class Aa Notes due June 2039 (the
Class Aa Notes), the EUR 30,000,000 Class Ab Notes due June 2039
(the Class Ab Notes) , the USD 600,000,000 Class Ac Notes due June
2039 (the Class Ac Notes), the GBP 75,200,000 Class Ba Notes due
June 2039 (the Class Ba Notes) , the GBP 9,000,000 Class Ca Notes
due June 2039 (the Class Ca Notes), the EUR 42,100,000 Class Cb
Notes due June 2039 (the Class Cb Notes), the GBP 2,000,000 Class
Da Notes due June 2039 (the Class Da Notes), the GBP 7,500,000
Class Ea Notes due June 2039 (the Class Ea Notes) and the EUR
10,000,000 Class Eb Notes due June 2039 (the Class Eb Notes) ;
10. acknowledge that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders (as defined in the Consent Solicitation Memorandum) to
consent to the modification of the Note Specific Conditions
relating to the Class Ac Notes (as defined in the Consent
Solicitation Memorandum) and the Series Currency Ac Hedge Agreement
as described in the Consent Solicitation Memorandum and as the same
may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 16 December 2022 prepared by the Issuer in
relation to the Consent Solicitation;
"Noteholder Proposal" means t he invitation by the Issuer to
each Noteholder to consent by adopting the Extraordinary
Resolution, to 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 (as defined
below)) 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 such invitation is made on the terms and subject to
the conditions set out in this Consent Solicitation Memorandum;
and
"Proposed Amendments" means 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; and
11. agree that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Consent
Solicitation Memorandum (a copy of which is available for
inspection as referred to in the Notice)."
In Respect of the GBP 7,500,000 Class Ea Notes due June 2039
"THAT this Meeting of the holders (together, the Noteholders) of
the GBP 7,500,000 Class Ea Notes due June 2039 (the Notes) (of
which GBP 7,500,000 is currently outstanding) of Great Hall
Mortgages No. 1 plc (the Issuer), constituted by the trust deed
dated 28 June 2007 as amended, restated, modified and/or
supplemented from time to time (the Trust Deed) made between the
Issuer and The Bank of New York Mellon, London Branch (the Series
Note Trustee) as series note trustee for the Noteholders HEREBY
RESOLVES as an Extraordinary Resolution to:
1. assent to and approve the Noteholder Proposal and the
Proposed Amendments pursuant to the Amendment Deed as defined
herein:
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorise, direct, request and empower:
(a) the Issuer and the Series Note Trustee to execute an
amendment deed amending the Note Specific Conditions and the Series
Currency Ac Hedge Agreement (the Amendment Deed) to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting and for the purpose of identification
signed by the chairman thereof;
(b) the Issuer and the Series Note Trustee to execute and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution; and
(c) the Series Note Trustee to authorise, direct, request and
empower the Security Trustee pursuant to clause 21.4 of the
Security Intercreditor Deed to execute the Amendment Deed and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution;
3. discharge, hold harmless and exonerate the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent and the Series Note Registrar from
all liability for which they may have become or may become
responsible under the Series Note Trust Deed, the Notes or any
Transaction Document or any document related thereto in respect of
any act or omission, including without limitation, in connection
with the passing of this Extraordinary Resolution or its
implementation, the modifications and the documents referred to in
this Extraordinary Resolution or the implementation of those
modifications or the executing of any deeds, agreements, documents
or instructions, the performance of any acts, matters or things to
be done to carry out and give effect to the matters contemplated in
the Amendment Deed, the Notice or this Extraordinary Resolution
even if it is found out subsequently that there is any defect with
the passing of this Extraordinary Resolution or for any reason this
Extraordinary Resolution is not binding on current or subsequent
Noteholders or their heirs or assignees;
4. irrevocably waive any claim Noteholders may have against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar arising as a result of any loss or damage which the
Noteholders may suffer or incur as a result of the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent or the Series Note Registrar acting
upon this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Series Note Trustee, the Security Trustee, the
Principal Paying Agent, the Series Note Calculation Agent or the
Series Note Registrar liable for any such loss or damage;
5. expressly agree and undertake to indemnify and hold harmless
the Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent and the Series Note
Registrar from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar and against all losses, costs, charges or expenses
(including legal fees) which the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent or the Series Note Registrar may suffer or incur which in any
case arise as a result of the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar acting in accordance with the
Extraordinary Resolution and the Series Note Trust Deed or any
Transaction Document;
6. sanction and assent to every abrogation, modification,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer, whether
or not such rights arise under the Note Specific Conditions, the
Series Specific Provisions, the Series Note Trust Deed or any other
Transaction Documents involved in, resulting from or to be effected
by the amendments referred to in paragraphs 1 and 2 of this
Extraordinary Resolution and their implementation;
7. approve that the Series Note Trustee be and is hereby
authorised and instructed not to obtain any legal opinions in
relation to, or to enquire into the power and capacity of any
person to enter into the Amendment Deed or any other document
necessary, desirable or expedient in connection with the
modifications referred to paragraphs 1 and 2 of this Extraordinary
Resolution or the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
8. waive any and all requirements, restrictions and conditions
precedent set forth in the Transaction Documents on any person, in
implementing the Amendment Deed, this Extraordinary Resolution and
the Noteholder Proposal;
9. declare that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the passing of an extraordinary resolution as to the matters
set out in paragraphs 1 and 2 of this Extraordinary Resolution in
relation to the GBP 278,800,000 Class Aa Notes due June 2039 (the
Class Aa Notes), the EUR 30,000,000 Class Ab Notes due June 2039
(the Class Ab Notes) , the USD 600,000,000 Class Ac Notes due June
2039 (the Class Ac Notes), the GBP 75,200,000 Class Ba Notes due
June 2039 (the Class Ba Notes ) , the GBP 9,000,000 Class Ca Notes
due June 2039 (the Class Ca Notes), the EUR 42,100,000 Class Cb
Notes due June 2039 (the Class Cb Notes), the GBP 2,000,000 Class
Da Notes due June 2039 (the Class Da Notes), the EUR 28,000,000
Class Db Notes due June 2039 (the Class Db Notes) and the EUR
10,000,000 Class Eb Notes due June 2039 (the Class Eb Notes) ;
10. acknowledge that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders (as defined in the Consent Solicitation Memorandum) to
consent to the modification of the Note Specific Conditions
relating to the Class Ac Notes (as defined in the Consent
Solicitation Memorandum) and the Series Currency Ac Hedge Agreement
as described in the Consent Solicitation Memorandum and as the same
may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 16 December 2022 prepared by the Issuer in
relation to the Consent Solicitation;
"Noteholder Proposal" means t he invitation by the Issuer to
each Noteholder to consent by adopting the Extraordinary
Resolution, to 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 (as defined
below)) 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 such invitation is made on the terms and subject to
the conditions set out in this Consent Solicitation Memorandum;
and
"Proposed Amendments" means 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; and
11. agree that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Consent
Solicitation Memorandum (a copy of which is available for
inspection as referred to in the Notice)."
In Respect of the EUR 10,000,000 Class Eb Notes due June
2039
"THAT this Meeting of the holders (together, the Noteholders) of
the EUR 10,000,000 Class Eb Notes due June 2039 (the Notes) (of
which EUR 10,000,000 is currently outstanding) of Great Hall
Mortgages No. 1 plc (the Issuer), constituted by the series note
trust deed dated 28 June 2007 as amended, restated, modified and/or
supplemented from time to time (the Series Note Trust Deed) made
between the Issuer and The Bank of New York Mellon, London Branch
(the Series Note Trustee) as series note trustee for the
Noteholders HEREBY RESOLVES as an Extraordinary Resolution to:
1. assent to and approve the Noteholder Proposal and the
Proposed Amendments pursuant to the Amendment Deed as defined
herein:
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorise, direct, request and empower:
(a) the Issuer and the Series Note Trustee to execute an
amendment deed amending the Note Specific Conditions and the Series
Currency Ac Hedge Agreement (the Amendment Deed) to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting and for the purpose of identification
signed by the chairman thereof;
(b) the Issuer and the Series Note Trustee to execute and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution; and
(c) the Series Note Trustee to authorise, direct, request and
empower the Security Trustee pursuant to clause 21.4 of the
Security Intercreditor Deed to execute the Amendment Deed and to do
all such deeds, instruments, acts and things as may be necessary,
desirable or expedient to carry out and to give effect to this
Extraordinary Resolution and the implementation of the
modifications referred to in paragraphs 1 and 2 of this
Extraordinary Resolution;
3. discharge, hold harmless and exonerate the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent and the Series Note Registrar from
all liability for which they may have become or may become
responsible under the Series Note Trust Deed, the Notes or any
Transaction Document or any document related thereto in respect of
any act or omission, including without limitation, in connection
with the passing of this Extraordinary Resolution or its
implementation, the modifications and the documents referred to in
this Extraordinary Resolution or the implementation of those
modifications or the executing of any deeds, agreements, documents
or instructions, the performance of any acts, matters or things to
be done to carry out and give effect to the matters contemplated in
the Amendment Deed, the Notice or this Extraordinary Resolution
even if it is found out subsequently that there is any defect with
the passing of this Extraordinary Resolution or for any reason this
Extraordinary Resolution is not binding on current or subsequent
Noteholders or their heirs or assignees;
4. irrevocably waive any claim Noteholders may have against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar arising as a result of any loss or damage which the
Noteholders may suffer or incur as a result of the Series Note
Trustee, the Security Trustee, the Principal Paying Agent, the
Series Note Calculation Agent or the Series Note Registrar acting
upon this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Series Note Trustee, the Security Trustee, the
Principal Paying Agent, the Series Note Calculation Agent or the
Series Note Registrar liable for any such loss or damage;
5. expressly agree and undertake to indemnify and hold harmless
the Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent and the Series Note
Registrar from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Series Note Trustee, the Security Trustee, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note
Registrar and against all losses, costs, charges or expenses
(including legal fees) which the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent or the Series Note Registrar may suffer or incur which in any
case arise as a result of the Series Note Trustee, the Security
Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar acting in accordance with the
Extraordinary Resolution and the Series Note Trust Deed or any
Transaction Document;
6. sanction and assent to every abrogation, modification,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer, whether
or not such rights arise under the Note Specific Conditions, the
Series Specific Provisions, the Series Note Trust Deed or any other
Transaction Documents involved in, resulting from or to be effected
by the amendments referred to in paragraphs 1 and 2 of this
Extraordinary Resolution and their implementation;
7. approve that the Series Note Trustee be and is hereby
authorised and instructed not to obtain any legal opinions in
relation to, or to enquire into the power and capacity of any
person to enter into the Amendment Deed or any other document
necessary, desirable or expedient in connection with the
modifications referred to paragraphs 1 and 2 of this Extraordinary
Resolution or the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
8. waive any and all requirements, restrictions and conditions
precedent set forth in the Transaction Documents on any person, in
implementing the Amendment Deed, this Extraordinary Resolution and
the Noteholder Proposal;
9. declare that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the passing of an extraordinary resolution as to the matters
set out in paragraphs 1 and 2 of this Extraordinary Resolution in
relation to the GBP 278,800,000 Class Aa Notes due June 2039 (the
Class Aa Notes), EUR 30,000,000 Class Ab Notes due June 2039 (the
Class Ab Notes) , the USD 600,000,000 Class Ac Notes due June 2039
(the Class Ac Notes), the GBP 75,200,000 Class Ba Notes due June
2039 (the Class Ba Notes), the GBP 9,000,000 Class Ca Notes due
June 2039 (the Class Ca Notes), the EUR 42,100,000 Class Cb Notes
due June 2039 (the Class Cb Notes), the GBP 2,000,000 Class Da
Notes due June 2039 (the Class Da Notes), the EUR 28,000,000 Class
Db Notes due June 2039 (the Class Db Notes) and the GBP 7,500,000
Class Ea Notes due June 2039 (the Class Ea Notes) ;
10. acknowledge that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders (as defined in the Consent Solicitation Memorandum) to
consent to the modification of the Note Specific Conditions
relating to the Class Ac Notes (as defined in the Consent
Solicitation Memorandum) and the Series Currency Ac Hedge Agreement
as described in the Consent Solicitation Memorandum and as the same
may be amended in accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 16 December 2022 prepared by the Issuer in
relation to the Consent Solicitation;
"Noteholder Proposal" means t he invitation by the Issuer to
each Noteholder to consent by adopting the Extraordinary
Resolution, to 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 (as defined
below)) 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 such invitation is made on the terms and subject to
the conditions set out in this Consent Solicitation Memorandum;
and
"Proposed Amendments" means 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; and
11. agree that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Consent
Solicitation Memorandum (a copy of which is available for
inspection as referred to in the Notice)."
Additional Terms of the Consent Solicitation
Each Noteholder submitting an Electronic Voting Instruction in
accordance with its terms shall be deemed to have agreed to
indemnify the Issuer, the Tabulation Agent, the Principal Paying
Agent, the Series Note Calculation Agent, the Series Note
Registrar, the Series Note Trustee, the Security Trustee and any of
their respective affiliates, directors, officers, employees or
agents against all and any losses, costs, fees, claims,
liabilities, expenses, charges, actions or demands which any of
them may incur or which may be made against any of them as a result
of any breach of any of the terms of, or any of the
representations, warranties and/or undertakings given pursuant to,
such vote by such Noteholder.
If any Electronic Voting Instructions or other communication
(whether electronic or otherwise) addressed to the Tabulation Agent
is communicated on behalf of a Noteholder (by an attorney-in-fact,
custodian, trustee, administrator, director or officer of a
corporation or any other person acting in a fiduciary or
representative capacity) that fact must be indicated in the
relevant communication, and a power of attorney or other form of
authority, in a form satisfactory to the Issuer, must be delivered
to the Issuer, the Principal Paying Agent or the Tabulation Agent
(as applicable) by the Expiration Deadline. Failure to submit such
evidence as aforesaid may result in rejection of the acceptance.
Neither the Issuer, the Principal Paying Agent or the Tabulation
Agent shall have any responsibility to check the genuineness of any
such power of attorney or other form of authority so delivered and
may conclusively rely on, and shall be protected in acting in
reliance upon, any such power of attorney or other form of
authority.
All questions as to the validity, form, eligibility (including
time of receipt), acceptance and revocations of Electronic Voting
Instructions will be resolved by the Issuer, whose determinations
will be binding.
Noteholders who have submitted and not revoked (in the limited
circumstances in which revocation is permitted) a valid Electronic
Voting Instruction in respect of an Extraordinary Resolution which
is received by the Tabulation Agent by 10:00 a.m. (London time) in
respect of the Class Aa Notes, 10:15 a.m. (London time) in respect
of the Class Ab Notes, 10:30 a.m. (London time) in respect of the
Class Ac Notes, 10:45 a.m. (London time) in respect of the Class Ba
Notes, 11:00 a.m. (London time) in respect of the Class Ca Notes,
11:15 a.m. (London time) in respect of the Class Cb Notes, 11:30
a.m. (London time) in respect of the Class Da Notes, 11:45 a.m.
(London time) in respect of the Class Db Notes, 12:00 p.m. (London
time) in respect of the Class Ea Notes and 12:15 p.m. (London time)
in respect of the Class Eb Notes, on 13 January 2023 (subject to
the right of the Issuer to extend, re-open and/or terminate the
Consent Solicitation, the Expiration Deadline), by which they will
have given instructions for the appointment of one or more
representatives of the Tabulation Agent by the Issuer (in its
capacity as Noteholder Meeting Arranger) as their proxy to vote in
favour of or against (as specified in the Electronic Voting
Instruction) the Extraordinary Resolution at the relevant Meeting
(or any such adjourned Meeting), need take no further action to be
represented at the relevant Meeting (or any such adjourned
Meeting).
General Information
The attention of Noteholders is particularly drawn to the quorum
required for the Noteholders Meetings and for any adjourned
Meetings which is set out in paragraphs 1, 2, 3, 4 and 5 of "Voting
and Quorum" below. Having regard to such requirements, Noteholders
are strongly urged either to attend the relevant Meeting (via
Microsoft Teams video conference) or to take steps to be
represented at such Meeting, as referred to below, as soon as
possible.
Voting and Quorum
1. The provisions governing the convening and holding of each
Meeting are set out in paragraph 10 (Noteholder Resolution
Provisions) of the Standard Series Note Trust Provisions Document,
which constitutes part of the Series Note Trust Deed, a copy of
which is available for inspection by the Noteholders during normal
business hours at the specified offices of the Tabulation Agent on
any weekday (public holidays excepted) and on the following
website:
https://i2capmark.com/event-details/21/Holder/great-hall-mortgages-no.1-plc-series-2007-2
up to and including the date of each Meeting and at such
Meeting.
The Notes initially offered and sold in the United States to
"qualified institutional buyers" (as defined in Rule 144A under the
Securities Act) who are also "qualified purchasers" (as defined in
Section 2(a) (51) of the Investment Company Act and the rules
thereunder) in reliance on Rule 144A are represented by a separate
global instrument in bearer form for the relevant class of Notes
(the Rule 144A Global Note) and, together with the Reg S Global
Notes, the Bearer Notes). The Rule 144A Global Note is deposited
with or to the order of the Depository pursuant to the terms of the
Depository Agreement. The Depository has (i) issued a
certificateless depository interest in respect of the Rule 144A
Global Note of the relevant class of Notes in the name of DTC or
its nominee.
The Notes initially offered and sold outside the United States
to non-U.S. Persons in reliance on Regulation S are represented by
a separate global instrument in bearer form for each class of Notes
(collectively, the Reg S Global Notes). The Reg S Global Notes are
each registered in the name of The Bank of New York Mellon
(Nominees) Limited as common depositary, custodian and/or nominee
for each Clearing System.
For the purposes of each Meeting, a Noteholder shall mean, in
the case of the Notes held through Clearstream, Luxembourg and/or
Euroclear, each person who is for the time being shown in the
records of Clearstream, Luxembourg and/or Euroclear as the holder
of a particular principal amount of the Notes and, in the case of
the Notes held though DTC, each person who is shown in the records
of DTC as the holder of a particular principal amount of the Notes
on 16 December 2022 (the Record Date). Transferees of the Notes
after the Record Date will not be entitled to vote on the relevant
Extraordinary Resolution.
A Noteholder wishing to attend (via Microsoft Teams video
conference) the relevant Meeting must provide the Tabulation Agent
with a valid Noteholder Proxy Instrument issued by the Issuer (in
its capacity as Noteholder Meeting Arranger) relating to the Notes
in respect of which it wishes to vote. Bearer Notes may be
deposited with, or held to the order or under the control of, the
Series Note Registrar or blocked by a depository holding the same
for the purpose of obtaining Noteholder Proxy Instruments until 48
hours before the time fixed for the relevant Meeting but not
thereafter. The Meeting will be held via Microsoft Teams video
conference. Noteholders wishing to attend the Microsoft Teams video
conference may obtain dial-in details from the Tabulation Agent
using the notice details set out in "Contact Information" below,
upon the Tabulation Agent being satisfied that any Noteholder
requesting the same has provided evidence of their holdings of the
Notes and confirmation as to his or her status as an Eligible
Noteholder.
The Series Note Registrar shall, at the request of a Noteholder,
make available uncompleted and unexecuted Noteholder Proxy
Instruments and issue block voting instructions in a form and
manner which comply with the Noteholder Resolution Provisions. The
Series Note Registrar shall keep a full record of completed and
executed forms of Noteholder Proxy Instruments received by it and
will give to the Issuer, the Series Note Trustee and the Security
Trustee, not less than 24 hours before the time appointed for a
Meeting, full particulars of duly completed Noteholder Proxy
Instruments received by it and of block voting instructions issued
by it in respect of such Meeting.
Noteholders should note that the timings and procedures set out
below reflect the requirements for Noteholders' meetings set out in
the Series Note Trust Deed, but that the Clearing Systems and the
relevant intermediaries may have their own additional requirements
as to timings and procedures for voting on each Extraordinary
Resolution, including the blocking of the Notes in the relevant
account in the Clearing Systems. Accordingly, Noteholders wishing
to vote in respect of an Extraordinary Resolution are strongly
urged either to contact their custodian (in the case of a
beneficial owner whose Notes are held in book-entry form by a
custodian) or the relevant Clearing System (in the case of a
Noteholder whose Notes are held in book-entry form directly in the
relevant Clearing System), as soon as possible.
2. The quorum required for any Meeting for passing an
Extraordinary Resolution which constitutes a Series Basic Terms
Modification (as defined in the Standard Provisions Document) shall
(subject as provided below) be two or more persons holding or
representing in aggregate over 75% of the aggregate GBP Equivalent
Note Principal Amount Outstanding of the Notes then outstanding
held by the Relevant Noteholders. If a quorum is not present within
half an hour after the time appointed for the Meeting, the Meeting
will be adjourned for such period not being less than 5 days nor
more than 30 days (as may be decided by the Noteholder meeting
chairman), to be held via Microsoft Teams videoconference. The
relevant Extraordinary Resolution will be considered at an
adjourned Meeting. At any adjourned Meeting, two or more persons
holding or representing in aggregate over 25% of the aggregate GBP
Equivalent Note Principal Amount Outstanding of the Notes then
outstanding held by the Relevant Noteholder shall (subject as
provided below) form a quorum and a majority in favour consisting
of not less than 75% of the votes cast at such adjourned meeting
shall have the power to pass the relevant Extraordinary
Resolution.
3. To be passed at a Meeting, the relevant Extraordinary
Resolution requires a majority in favour consisting of not less
than 75% of the votes cast. Every question submitted to a Meeting
shall be decided in the first instance by a show of hands and in
the case of equality of votes the Noteholder meeting chairman shall
both on a show of hands and on a poll have a casting vote in
addition to the vote or votes (if any) to which he may be entitled
as a Relevant Noteholder. At any Noteholder meeting, unless a poll
is demanded before or on the declaration of the result of the show
of hands, a declaration by the Noteholder meeting chairman that a
resolution has been carried or carried by a particular majority or
lost or not carried by any particular majority shall be conclusive
evidence of the fact without proof of the number or proportion of
the votes recorded in favour of or against such resolution.
4. The implementation of the Consent Solicitation and each
Extraordinary Resolution will be conditional on the passing of the
Extraordinary Resolutions at the Meetings of the Noteholders of
each class of Notes (the Consent Condition).
5. If passed, the Extraordinary Resolutions will be binding upon
all the Noteholders whether or not present or voting at the
relevant Meeting.
Documents Available for Inspection
Copies of items (a) to (b) below (together, the Noteholder
Information) will be available from the date of this Notice, for
inspection from the Tabulation Agent and on the following website:
https://i2capmark.com/event-details/21/Holder/great-hall-mortgages-no.1-plc-series-2007-2
up to and including the date of each Meeting and at such
Meeting:
(a) the Consent Solicitation Memorandum; and
(b) the current draft of the Amendment Deed, as referred to in
the Extraordinary Resolutions set out above.
This Notice should be read in conjunction with the Noteholder
Information.
The Noteholder Information may be supplemented from time to
time. Noteholders should note that the Amendment Deed may be
subject to amendment. Should such amendments be made, blacklined
copies (showing the changes from the originally available Amendment
Deed) and clean versions will be available for inspection, at the
specified office of the Tabulation Agent and on the website set out
above.
Noteholders will be informed of amendments to the Amendment Deed
by announcements released on the regulatory news service of the
London Stock Exchange Group and via the relevant Clearing
Systems.
Contact Information
Further information relating to the Noteholder Proposal can be
obtained from the Issuer or the Tabulation Agent 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
The addresses and contact information of the Principal Paying
Agent, the Tabulation Agent and the Series Note Trustee are set out
below
Series Note Trustee
The Bank of New York Mellon, London Branch
One Canada Square, Canary Wharf
London
United Kingdom
E14 5AL
Attention: Trustee Administration Manager - Great Hall Mortgages No. 1 plc Series 2007-2
Fax: +44 207 964 2509
Email: BNYM.Structured.Finance.Team.2@bnymellon.com
The Tabulation Agent
i2 Capital Markets
128 City Rd
London
EC1V 2NX
United Kingdom
Attention: The Directors re Great Hall Mortgages 2007-2 plc
Tel: +44 203 633 1212
Website:
https://i2capmark.com/event-details/21/Holder/great-hall-mortgages-no.1-plc-series-2007-2
Email: info@i2capmark.com
Principal Paying Agent
The Bank of New York Mellon, London Branch
One Canada Square, Canary Wharf
London
United Kingdom
E14 5AL
Attention: Corporate Trust Administration - Great Hall Mortgages No.1 plc Series 2007-2
Fax: +44 207 964 2533
Copy to Fax: +44 1202 689660
Email: BNYM.Structured.Finance.Team.2@bnymellon.com
Noteholders whose Notes are held by Euroclear or Clearstream,
Luxembourg should contact the Tabulation Agent at the address
details above for further information on how to vote at the
Meeting.
Announcements
If the Issuer is required to make an announcement relating to
matters set out in this Notice, any such announcement will be made
in accordance with all applicable rules and regulations via notices
to the Clearing Systems for communication to Noteholders and an
announcement released on the regulatory news service of the London
Stock Exchange Group.
This Notice is given by:
GREAT HALL MORTGAGES NO. 1 PLC
Annex A
Modifications to the Note Specific Conditions in Relation to
Compounded Daily SOFR
1. Note Specific Condition 3.1 (Note Interest Liability) (5) (c)
(Interest Rate Setting Date) is to be amended, from the Effective
Date and in relation to each Class of Notes in the Series which is
denominated in USD only, as follows:
"(5) Interest Rate Setting Date
the fifth Business Day prior to each Interest Payment Date if
such Class of Notes is denominated in USD."
2. Note Specific Condition 3.2 (Note Interest Rate Benchmark
Rate) is to be amended, from the Effective Date and in relation to
each Class of Notes in the Series which is denominated in USD only,
as follows:
"3.2 Note Interest Rate Benchmark Rate
The following Benchmark Rate which shall be calculated and
determined in accordance with and subject to the terms of the
provisions set out in section 5 Standard Benchmark Rate Provisions
of the Standard Liability Provisions, and for such purpose:
"Benchmark Rate" means Compounded Daily SOFR
For the purposes of this Note Specific Condition 3.2 (Note
Interest Rate Benchmark Rate):
"Compounded Daily SOFR" means the rate of return of a daily
compound interest investment (with the Secured Overnight Financing
Rate (SOFR) as the reference rate for the calculation of interest)
and will be calculated by the Series Note Calculation Agent on the
Interest Rate Setting Date as follows, and the resulting percentage
will be rounded if necessary to the fifth decimal place, with
0.000005 being rounded upwards:
where:
"d" means the number of calendar days in the relevant Interest
Payment Period;
"D" is 360;
"d 0 " means the number of US Government Securities Business
Days in the relevant Interest Payment Period;
"i" means, in relation to any Interest Payment Period, a series
of whole numbers from one to d o , each representing the relevant
US Government Securities Business Days in chronological order from
(and including) the first US Government Securities Business Day in
the relevant Interest Payment Period to (and including) the last US
Government Securities Business Day in such Interest Payment
Period;
"ISDA" means the International Swaps and Derivatives
Association, Inc.;
"n i ", for any US Government Securities Business Day i in the
relevant Interest Payment Period, means the number of calendar days
from and including such US Government Securities Business Day up to
but excluding the following US Government Securities Business
Day;
"OBFR" means, in respect of any relevant day, the Overnight Bank
Funding Rate administered by the Federal Reserve Bank of New York
(or a successor administrator), in respect of that day;
"p" means, for any Interest Payment Period, 5 US Government
Securities Business Days (being the number of US Government
Securities Business Days included in the relevant SOFR Observation
Period);
"SOFR" means, with respect to any US government Securities
Business Day, the rate determined in accordance with the following
provisions:
(i) the Secured Overnight Financing Rate that appears on the
Federal Reserve's website at 3:00 p.m. (New York time) on the
immediately following US Government Securities Business Day;
(ii) if the rate specified in paragraph (i) above does not so
appear, and a SOFR index cessation event has not occurred, then the
Series Note Calculation Agent shall use the Secured Overnight
Financing Rate published on the Federal Reserve's website for the
first preceding US Government Securities Business Day on which the
Secured Overnight Financing Rate was published on the Federal
Reserve's website;
(iii) if a SOFR index cessation date has occurred, the Series
Note Calculation Agent shall calculate SOFR as if references to
SOFR were references to the rate that was recommended as (and
notified by the Issuer to the Series Note Calculation Agent (or
such other party responsible for the calculation of the rate of
interest, being the replacement for the Secured Overnight Financing
Rate by the Federal Reserve Board and/or the Federal Reserve Bank
of New York or a committee officially endorsed or convened by the
Federal Reserve Board and/or the Federal Reserve Bank of New York
for the purpose of recommending a replacement for the Secured
Overnight Financing Rate (which rate may be produced by a Federal
Reserve Bank or other designated administrator, and which rate may
include any adjustments or spreads). If no such rate has been
recommended within one US Government Securities Business Day of the
SOFR index cessation date, then the Series Note Calculation Agent
shall use OBFR published on the Federal Reserve's website for any
Interest Payment Date after the SOFR Index cessation date; and
(iv) if the Series Note Calculation Agent is required to use
OBFR in paragraph (iii) above and an OBFR index cessation date has
occurred, then for any Interest Payment Date after such OBFR index
cessation date, the Series Note Calculation Agent shall use the
short-term interest rate target set by the Federal Open Market
Committee and published on the Federal Reserve's website, or if the
Federal Open Market Committee does not target a single rate, the
mid-point of the short-term interest rate target range set by the
Federal Open Market Committee and published on the Federal
Reserve's website (calculated as the arithmetic average of the
upper bound of the target range and the lower bound of the target
range).
"SOFR i " means, in respect of any US Government Securities
Business Day falling in the relevant Interest Payment Period, the
SOFR for the US Government Securities Business Day falling p US
Government Securities Business Days prior to the relevant US
Government Securities Business Day i;
"SOFR index cessation event" means the occurrence of one or more
of the following events:
(i) a public statement by the Federal Reserve Bank of New York
(or a successor administrator of the Secured Overnight Financing
Rate) announcing that it has ceased or will cease to publish or
provide the Secured Overnight Financing Rate permanently or
indefinitely, provided that, at that time, there is no successor
administrator that will continue to publish or provide the Secured
Overnight Financing Rate;
(ii) the publication of information which reasonably confirms
that the Federal Reserve Bank of New York (or a successor
administrator of the Secured Overnight Financing Rate) has ceased
or will cease to provide the Secured Overnight Financing Rate
permanently or indefinitely, provided that, at that time, there is
no successor administrator that will continue to publish or provide
the Secured Overnight Financing Rate; or
(iii) a public statement by a regulator or other official sector
entity prohibiting the use of the Secured Overnight Financing Rate
that applies to, but need not be limited to, fixed income
securities and derivatives, to the extent that such public
statement has been acknowledged in writing by ISDA as a "SOFR index
cessation event" under the 2006 ISDA definitions as published by
ISDA;
"SOFR index cessation date" means, following the occurrence of a
SOFR index cessation event, the date on which the Federal Reserve
Bank of New York (or any successor administrator of the Secured
Overnight Financing Rate), ceases to publish the Secured Overnight
Financing Rate, or the date as of which the Secured Overnight
Financing Rate may no longer be used, in each case as certified in
writing by the Issuer to the Series Note Calculation Agent;
"SOFR Observation Period" means, in respect of each Interest
Payment Period, the period from and including the date falling p US
Government Securities Business Days prior to the first day of the
relevant Interest Payment Period and ending on, but excluding, the
date falling p US Government Securities Business Days prior to the
Interest Payment Date for such Interest Payment Period (or the date
falling p US Government Securities Business Days prior to such
earlier date, if any, on which the Notes become due and
payable);
"SOFR reset date" means each US Government Securities Business
Day in the relevant Interest Payment Period, other than any US
Government Securities Business Day during the period from (and
including) the day following the relevant Interest Rate Setting
Date to (but excluding) the corresponding Interest Payment
Date;
"US Government Securities Business Day" means any day except for
a Saturday, Sunday or a day on which the Securities Industry and
Financial Markets Association (or any successor thereto) recommends
that the fixed income departments of its members be closed for the
entire day for purposes of trading in US government
securities."
3. Note Specific Condition 3.3 (Note Interest Rate Margin) shall
be deleted in its entirety and replaced with the following:
"3.3 Adjusted Note Interest Rate Margin
In relation to an Interest Liability in respect of a Class of
Notes in the Series, the percentage indicated in the Margin column
in respect of each Interest Payment Period relating to such Notes,
in each case in the row relating to that Class appearing in the
following table (each such percentage being a rate per annum)
(being the "Adjusted Note Interest Rate Margin" in respect of such
Notes):
Class of Notes Margin
------------------------------------
Class Aa Notes 0.2593%
------------------------------------
Class Ab Notes 0.13%
------------------------------------
Class Ac Notes 0.39161%
------------------------------------
Class Ba Notes 0.4193%
------------------------------------
Class Ca Notes 0.6693%
------------------------------------
Class Cb Notes 0.53%
------------------------------------
Class Da Notes 1.3693%
------------------------------------
Class Db Notes 1.20%
------------------------------------
Class Ea Notes 3.9693%
------------------------------------
Class Eb Notes 3.75%
------------------------------------
Annex B
Adjusted Note Interest Rate Margin
The Proposal
The conversion of the reference rate for each Class of USD Notes
issued by Great Hall Mortgages No.1 plc from BBA LIBOR USD to
Compounded Daily SOFR together with a consequential adjustment to
the Note Interest Rate Margin applicable to each Class of USD Notes
with effect from the Effective Date.
Rationale for the Proposal
Due to the differences in the nature of BBA LIBOR USD and SOFR,
the replacement of BBA LIBOR USD as the reference rate for the USD
Notes will also require a corresponding adjustment to the Note
Interest Rate Margin payable in respect of the USD Notes (the
"Adjusted Note Interest Rate Margin"). Such Adjusted Note Interest
Rate Margin is a sum of (i) Spread Adjustment and (ii) current Note
Interest Rate Margin. The pricing methodology proposed for the
calculation of Spread Adjustment is described below.
The Note Interest Rate Margin Adjustment
The Note Interest Rate Margin applicable to each Class of Notes
prior to the Effective Date is:
(a) 0.2593 per cent. per annum for the Aa Notes;
(b) 0.13 per cent. per annum for the Ab Notes;
(c) 0.13 per cent. per annum for the Ac Notes;
(d) 0.4193 per cent. per annum for the Ba Notes;
(e) 0.6693 per cent. per annum for the Ca Notes;
(f) 0.53 per cent. per annum for the Cb Notes;
(g) 1.3693 per cent. per annum for the Da Notes;
(h) 1.20 per cent. per annum for the Db Notes;
(i) 3.9693 per cent. per annum for the Ea Notes; and
(j) 3.75 per cent. per annum for the Eb Notes
Adjustment to the Note Interest Rate Margin applicable after the
Effective Date
The rate of interest payable on each Class of USD Notes
following the Effective Date will be equal to Compounded Daily SOFR
plus the Note Interest Rate Margin applicable on any Interest Rate
Setting Date following the Effective Date as adjusted as set out
below (the Adjusted Note Interest Rate Margin).
The Note Interest Rate Margin for each Class of USD Notes that
would have applied on any Interest Rate Setting Date following the
Effective Date will be adjusted as follows:
A. the Note Interest Rate Margin applicable on any Interest Rate
Setting Date following the Effective Date; plus
B. the Spread Adjustment,
in each case applicable to that Class of USD Notes where:
"Spread Adjustment" means 0.26161%, being the Spread Adjustment
(as defined in supplement number 70 to the 2006 ISDA Definitions,
published January 25, 2021 (the ISDA IBORs Fallback Supplement) for
three month US Dollar LIBOR as specified on Bloomberg screen
"SUS0003M Index", or any successor page, as calculated by Bloomberg
Index Services Limited (or a successor provider as approved and/or
appointed by ISDA from time to time) in relation to three month US
Dollar LIBOR.
The detailed provisions relating to the calculation of
Compounded Daily SOFR are set out in the Amendment Deed.
Annex C
Form of Sub-Proxy
This Form of Proxy is for use by those DTC Participants with the
book-entry interests representing certain of the USD 600,000,000
Class Ac Notes due June 2039 (the "Notes") of Great Hall Mortgages
No. 1 plc (such book-entry interests having the CUSIP number
39052PAA7, the "Book-Entry Interests") credited to their DTC
account.
A meeting (the "Meeting") of the holders of the Notes is to be
held at 10:30 am (London time) on 17 January 2023 at Fieldfisher
LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT, United Kingdom.
DTC Participants may, by completing this Form of Sub-Proxy, appoint
a proxy to attend and vote at the Meeting and any adjournment
thereof, access to which for holders that wish to attend virtually
or appoint a proxy will be granted only via a Microsoft Teams
conference meeting ID, to be provided by Fieldfisher LLP upon
request.
We certify that we are a DTC Participant with the specified
Book-Entry Interests credited to our DTC account.
We hereby appoint:
Name: [an employee
of the Tabulation
Institution: Agent]
Passport No/Driving
Licence No/ID No: [i2 Capital Markets
[1] Ltd, as Tabulation
Agent]
Aggregate
nominal amount in
USD:
as our proxy to cast the votes attributed to the Notes
represented by such Book-Entry Interests.
I/We direct my/our proxy to vote
IN FAVOUR OF / AGAINST the Resolution
Dated: 2022 Signed by ............................................
For and on behalf of:
DTC Participant Name: .................................
DTC Participant Number: .................................
DTC Participant Medallion Guarantee Stamp: .................................
NOTES:
1. Please delete as appropriate. If this form of proxy is signed
and returned without any indication as to how the proxy shall vote
the proxy will exercise his or her discretion both as to how he or
she votes and as to whether or not he or she abstains from
voting.
2. In the case of a corporation, this form of proxy must be
executed either under its common seal or signed on its behalf by an
attorney or a duly authorised officer of the corporation.
3. To be valid, this form of proxy and the power of attorney or
other authority (if any) under which it is signed or a notarially
certified or office copy of such power or authority must be
delivered by email to info@i2capmark.com not less than 48 hours
before the time appointed for holding the Meeting.
4. Any alterations in this form of proxy should be initialled by
the person who signs it.
5. Only Noteholders, proxies and authorised representatives of
corporations which are Noteholders are entitled to attend the
Meeting.
6. Any queries with regards to the voting procedure can be
emailed to info@i2capmark.com
[1] Complete if appointing a person to attend and vote at the
meeting who is a person other than an employee of the Tabulation
Agent
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END
MSCMZMMZZVFGZZM
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