TIDM38SX
RNS Number : 3639M
Penarth Master Issuer PLC
27 July 2017
NOTICE OF AMMENT to noteholders
Penarth Master Issuer PLC
(incorporated in England and Wales, Registered No. 06615304)
35 Great St Helen's
London EC3A 6AP
(the "Issuer")
27 July 2017
Penarth Master Issuer plc - GBP1,300,000,000 Series 2013-1 A2
Class A Asset Backed Floating Notes due 2017
(ISIN: XS0991658989)
Pursuant to Condition 16, we hereby give you notice of the
following amendment to the Series 2013-1 A2 Note Trust Deed
Supplement and Class A (2013-1 A2) Supplement to Global Loan Note
No. 1 dated on or about 21 November 2013 and the Final Terms dated
on or about 20 November 2013 (the "Transaction Documents").
Capitalised terms used but not otherwise defined herein shall have
the meaning given to them in the Transaction Documents.
The relevant parties to the Transaction Documents entered into
documentation in order to amend and restate or supplement the
Transaction Documents to reflect the following, amongst other
matters:
1. Class A (2013-1 A2) Supplement to Global Loan Note No. 1
i. Each instance of "Structured Finance Management Offshore
Limited" shall be deleted and replaced with "Intertrust Offshore
Limited"
ii. Each instance of "SFM Directors Limited" shall be deleted
and replaced with "Intertrust Directors 1 Limited"
iii. Each instance of "SFM Directors (No. 2) Limited" shall be
deleted and replaced with "Intertrust Directors 2 Limited"
iv. Each instance of "SFM Directors (Jersey) Limited" shall be
deleted and replaced with "Intertrust Directors (Jersey)
Limited"
v. Each instance of "SFM Directors No. 2 (Jersey) Limited" shall
be deleted and replaced with "Intertrust Directors 2 (Jersey)
Limited"
vi. Clause 2.1.4 of the Original Class A (2013-1 A2) Global Loan
Note Supplement shall be deleted and replaced with "Class A
(2013--1 A2) Required Subordinated Percentage: 15.0 per cent.;"
vii. Clause 2.1.6 of Original Class A (2013-1 A2) Global Loan
Note Supplement shall be deleted and replaced with "Loan Note
Interest Payment Dates: 18 December 2013 and each Distribution Date
thereafter up to and including the Distribution Date falling in 18
October 2023;"
viii. Clause 2.1.9 of the Original Class A (2013-1 A2) Global
Loan Note Supplement shall be deleted and replaced with "Scheduled
Redemption Date: 18 October 2021;"
ix. Clause 2.1.11 of the Original Class A (2013-1 A2) Global
Loan Note Supplement shall be deleted and replaced with "Final
Redemption Date: 18 October 2023."
x. The definition of "Class A (2013--1 A2) Associated Debt" in
paragraph 1.1 (Definitions) of Schedule 1 (Supplement to the Terms
and Conditions of Global Loan Note No. 1) to the Original Class A
(2013-1 A2) Global Loan Note Supplement shall be deleted and
replaced with the following:
"Class A (2013-1 A2) Associated Debt" means the GBP1,300,000,000
Class A (2013-1 A2) asset backed floating rate notes due 2021 and
issued by the Class A (2013-1 A2) Notional Tranche Holder on the
Issuance Date.
xi. The definition of "Class A (2013--1 A2) Required
Subordinated Percentage" in paragraph 1.1 (Definitions) of Schedule
1 (Supplement to the Terms and Conditions of Global Loan Note No.
1) to the Original Class A (2013-1 A2) Global Loan Note Supplement
shall be deleted and replaced with the following:
"Class A (2013--1 A2) Required Subordinated Percentage " means,
for the Class A (2013--1 A2) Notional Tranche, [15.0] per cent.,
subject to adjustment in accordance with Clause 2.2 (Loan Note
Interest Payments and Loan Note Holder's Costs Amounts).
xii. The definition of "Class A (2013--1 A2) Reserve Account
Percentage" in paragraph 1.1 (Definitions) of Schedule 1
(Supplement to the Terms and Conditions of Global Loan Note No. 1)
to the Original Class A (2013-1 A2) Global Loan Note Supplement
shall be deleted and replaced with the following:
"Class A (2013-1 A2) Reserve Account Percentage" shall be
determined as follows: (i) if the Originator Rating Trigger has not
been breached, the Class A (2013-1 A2) Reserve Account Percentage
shall be 0 per cent., or (ii) if the Originator Rating Trigger has
been breached, the Class A (2013-1 A2) Reserve Account Percentage
shall be 0 per cent.
xiii. The definition of "Final Redemption Date" in paragraph 1.1
(Definitions) of Schedule 1 (Supplement to the Terms and Conditions
of Global Loan Note No. 1) to the Original Class A (2013-1 A2)
Global Loan Note Supplement shall be deleted and replaced with the
following:
"Final Redemption Date" means 18 October 2023.
xiv. The definition of "Loan Note Interest Payment Date" in
paragraph 1.1 (Definitions) of Schedule 1 (Supplement to the Terms
and Conditions of Global Loan Note No. 1) to the Original Class A
(2013-1 A2) Global Loan Note Supplement shall be deleted and
replaced with the following:
"Loan Note Interest Payment Date" means 18 December 2013 and
each distribution date thereafter up to and including the
distribution date falling in 18 October 2023.
xv. The definition of "Note Trust Deed Supplement" in paragraph
1.1 (Definitions) of Schedule 1 (Supplement to the Terms and
Conditions of Global Loan Note No. 1) to the Original Class A
(2013-1 A2) Global Loan Note Supplement shall be deleted and
replaced with the following:
"Note Trust Deed Supplement" means, in respect of the Class A
(2013--1 A2) Associated Debt, the supplement to the Note Trust Deed
in respect of such debt dated 21 November 2013, and any amendments
thereto.
xvi. The definition of "Originator Rating Trigger" in paragraph
1.1 (Definitions) of Schedule 1 (Supplement to the Terms and
Conditions of Global Loan Note No. 1) to the Original Class A
(2013-1 A2) Global Loan Note Supplement shall be deleted and
replaced with the following:
"Originator Rating Trigger" means the (i) short term unsecured
and unguaranteed debt rating of Bank of Scotland of at least P--1
by Moody's and (ii) long term unsecured and unguaranteed debt
rating of Bank of Scotland of at least A2 by Moody's.
xvii. The definition of "Required Accumulation Reserve Account
Amount" in paragraph 1.1 (Definitions) of Schedule 1 (Supplement to
the Terms and Conditions of Global Loan Note No. 1) to the Original
Class A (2013-1 A2) Global Loan Note Supplement shall be deleted
and replaced with the following:
"Required Accumulation Reserve Account Amount" means, with
respect to any Transfer Date on or after the Accumulation Reserve
Account Funding Date, an amount equal to (i) 0 per cent. of the
Outstanding Principal Amount of the Class A (2013-1 A2) Notional
Tranche as of the close of business on the last day of the
preceding Monthly Period or (ii) any other amount designated by the
Loan Note Issuer No.1; provided, however, that if such designation
is of a lesser amount, the Cash Manager has certified in writing
that in its opinion, formed on the basis of due consideration, such
amendment will not result in a reduction or withdrawal of each
Rating Agency's then current rating of any outstanding Associated
Debt with respect to such change.
xviii. The definition of "Scheduled Redemption Date" in
paragraph 1.1 (Definitions) of Schedule 1 (Supplement to the Terms
and Conditions of Global Loan Note No. 1) to the Original Class A
(2013-1 A2) Global Loan Note Supplement shall be deleted and
replaced with the following:
"Scheduled Redemption Date" means 18 October 2021.
2. Series 2013-1 A2 Note Trust Deed Supplement
i. On the title page, "Series 2013-1 A2 Notes Due 2017" shall be
deleted and replaced with "Series 2013-1 A2 Notes Due 2021"
ii. Recital (D) of the Original Series 2013-1 A2 Note Trust Deed
Supplement shall be deleted and replaced with the following:
"The Issuer has by resolution of its board of directors
authorised the issue of GBP1,300,000,000 in aggregate principal
amount of Series 2013-1 A2 Notes due 2021 to be constituted and
secured in accordance with this Note Trust Deed Supplement."
iii. The definition of "Class A (2013-1 A2) Loan Note Supplement
to the Global Loan Note No. 1" in paragraph 1.5 (Definitions) to
the Original Series 2013-1 A2 Note Trust Deed Supplement shall be
deleted and replaced with the following:
"Class A (2013--1 A2) Loan Note Supplement to the Global Loan
Note No. 1" means, in respect of Series 2013--1 A2, the loan note
supplement dated 21 November 2013, as amended on 27 July 2017, to
the Global Loan Note No. 1 dated 16 October 2008.
iv. The definition of "Final Redemption Date" in paragraph 1.5
(Definitions) to the Original Series 2013-1 A2 Note Trust Deed
Supplement shall be deleted and replaced with the following:
"Final Redemption Date" means, in respect of Series 2013-1 A2,
18 October 2023.
v. The definition of "Note Trust Deed Supplement" in paragraph
1.5 (Definitions) to the Original Series 2013-1 A2 Note Trust Deed
Supplement shall be deleted and replaced with the following:
"Note Trust Deed Supplement" means, in respect of Series 2013-1
A2 only, the Note Trust Deed Supplement dated 21 November 2013, as
amended on [--] 2017.
vi. The definition of "Scheduled Redemption Date" in paragraph
1.5 (Definitions) to the Original Series 2013-1 A2 Trust Deed
Supplement shall be deleted and replaced with the following:
"Scheduled Redemption Date" means 18 October 2021.
vii. The definition of "Series 2013-1 A2 Notes" in paragraph 1.5
(Definitions) to the Original Series 2013-1 A2 Trust Deed
Supplement shall be deleted and replaced with the following:
"Series 2013-1 A2 Notes" means the Class A Notes of Series
2013-1 A2 due 2021 issued in accordance with the relevant
Prospectus Supplemental/Final Terms dated 20 November 2013, as
amended and restated on 27 July 2017. The meaning of "Global Notes"
and "Noteholders" shall be construed in accordance with the
definition of Series 2013-1 A2 Notes in this Note Trust Deed
Supplement.
viii. Each instance of "SFM Directors Limited" shall be deleted
and replaced with "Intertrust Directors 1 Limited"
ix. Each instance of "SFM Directors (Jersey) Limited" shall be
deleted and replaced with "Intertrust Directors (Jersey)
Limited"
x. In Schedule 5, "NOTE TRUST DEED SUPPLEMENT in relation to
GBP1,300,000,000 Series 2013-1 A2 Notes due 2017" shall be deleted
and replaced with the following:
"NOTE TRUST DEED SUPPLEMENT in relation to GBP1,300,000,000
Series 2013-1 A2 Notes due 2021"
xi. In Schedule 6, each instance of "47 Esplanade, St Helier,
Jersey, JE1 0BD" should be deleted and replaced with "44 Esplanade,
St Helier, Jersey, JE4 9WG"
xii. In Schedule 6, each instance of "Structured Finance
Management Offshore Limited" should be deleted and replaced with
"INTERTRUST OFFSHORE LIMITED"
3. Final Terms
i. The amendment to the definition of "Ratings" in the Note
Series of the Transaction Features to "Fitch Ratings
(AAAsf)/Moody's (Aaa(sf))".
ii. The amendment to the definition of "Scheduled Redemption
Date" in the Note Series of the Transaction Features to "18 October
2021".
iii. The amendment to the definition of "Final Redemption Date"
in the Note Series of the Transaction Features to "18 October
2023".
iv. The amendment to the definition of "Class A Required
Subordinated Percentage" in the Loan Note Supporting Series to
"From the Amendment Date 15.0 per cent."
v. The amendment to the definition of "Scheduled Redemption
Date" in the Loan Note Supporting Series to "18 October 2021"
vi. The amendment to the definition of "Final Redemption Date"
in the Loan Note Supporting Series to "18 October 2023".
vii. The amendment to the definition of "Required Accumulation
Reserve Account Amount to the following:
"On any Transfer Date on or after the Accumulation Reserve
Account Funding Date, 0 per cent. of the Outstanding Principal
Amount of the Class A (2013-1 A2) Loan Note as of the close of
business on the last day of the preceding Monthly Period".
viii. The amendment to the definition of "Accumulation Period
Commencement Date" to "1 July 2021".
For further information please contact:
Penarth Master Issuer plc
c/o Intertrust Management Limited
35 Great St Helen's
London EC3A 6AP
Tel: +44 (0)207 398 6300
Fax: +44 (0)207 398 6325
Attention: The Directors
This information is provided by RNS
The company news service from the London Stock Exchange
END
STROKODPABKDQOB
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July 27, 2017 12:57 ET (16:57 GMT)
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