TIDM91AG

RNS Number : 2703X

Permanent Master Issuer PLC

24 April 2023

RNS ANNOUNCEMENT

PERMANENT MASTER ISSUER PLC

RESIDENTIAL MORTGAGE-BACKED NOTE ISSUANCE PROGRAMME- AMENDMENTS TO THE PROGRAMME

24 April 2023

NOTICE IS HEREBY GIVEN TO HOLDERS OF THE NOTES THAT :

The following modifications have been made to the Transaction Documents under Permanent Master Issuer PLC's residential mortgage-backed note issuance programme (the "Programme")) as set out below including certain related and consequential amendments necessary to give effect to the main amendments described below which have effect from 24 April 2023 (the "2023 Programme Update Date ") and as reflected in the base prospectus dated 24 April 2023 (the "Base Prospectus"). Defined terms used in this announcement have the meaning given to them in the Base Prospectus.

(a) Amendments to reflect the updated reference to the FCA from the UK Listing Authority as the competent authority for the purposes of FSMA.

(b) Amendments to reflect new regulatory requirements, such as those related to the United Kingdom's withdrawal from the European Union.

(c) Amendments to reflect compliance with the UK Securitisation Regulation and the EU Securitisation Regulation, and optional compliance (at the discretion of the Seller) with amendments the EU Securitisation Regulation following 2023 Programme Update Date.

(d) Amendments to reflect regulatory updates in connection with the UK STS designation with respect to a Series of Notes.

(e) Amendments to the representations and warranties made by the Seller in respect of the Loans (including an increase to the maximum Loan size to GBP1,000,000, Loans to have been originated no earlier than February 1996 and no later than 31 December 2025 or such other date specified in the most recent Final Terms or Drawdown Prospectus dated after 2023 Programme Update Date and the exclusion of interest only loans, Deedstore Loans and Minimum Balance Loans).

(f) Amendments to the conditions for an acquisition by Funding 2 of an increased interest in Trust Property to introduce Moody's Portfolio Variation Test (replacing an LTV test) and amend the tests required by Fitch.

(g) Amendments to the perfection events to transfer the legal title in the Loans to the Mortgages Trustee by removing the Seller ratings trigger to a trigger linked to CET1 level.

(h) Amendments to allow the Mortgages Trustee to allocate Principal Receipts in the case of Funding 2 Income Deficit.

(i) Amendments to the Non-Asset Trigger Events so that the Minimum Seller Share Trigger applies when the Seller Share is equal to or lower than Minimum Seller Share on two consecutive Calculation Dates.

(j) Amendments to Rule 1(C)(2) so that it applies when the quarterly CPR is less than 100 per cent. or such other amount stated in the most recent Final Terms or Drawdown Prospectus .

   (k)        Amendments to remove the Fitch rating from the Funding 2 Liquidity Reserve Fund Trigger. 

(l) Amendments to the conditions to sale of new Loans to the Mortgages Trustee, including the increase the Minimum Trust Property Yield Margin to 1.66%.

   (m)       Amendments to include a new Arrears and Step-Up Reserve. 

(n) Amendments to reflect the discontinuation of LIBOR and the introduction of Risk Free Interest Rates.

(o) Amendments to reflect updates to (i) the fixed rate loans Funding 2 Swap; and (ii) the tracker and variable rate loan Funding 2 Swap.

(p) Amendments to reflect the fact that Permanent Funding (No. 1) Limited no longer has an interest in the trust property and that Funding 1 issuing entities have now been dissolved and therefore no longer form part of the Programme.

   (q)        Amendments to reflect the removal of the Funding 2 Yield Reserve Fund. 

(r) Amendments to reflect the removal of S&P as a rating agency in the Programme and consequential changes to the ratings triggers.

(s) Amendments to include rights of modification without noteholder consent for: (i) the purposes of complying with regulatory requirements such as the UK and EU Securitisation Regulations, (ii) the purpose of enabling the appointment of a new rating agency and (iii) for the purpose of UK EMIR and/or EU EMIR.

(t) Amendments to reflect the removal of the Post-enforcement Call Option and the Post-Enforcement Call Option Holder.

(u) Miscellaneous, formal, minor, technical, amendments, such as updating dates, updating notice provisions, correcting manifest errors, and implementing operational process-related amendments.

(v) Amendments to the Series 2015-1 GBP1,000,000,000 Class A4 Notes to change the Final Maturity Date to the Interest Payment Date falling in July 2075 and the Step-Up Date to the Interest Payment Date falling in October 2035.

(w) Amendments to the Series 2016-1 GBP1,750,000,000 Class A2 Notes to change the Final Maturity Date to the Interest Payment Date falling in July 2075, the Step-Up Date to the Interest Payment Date falling in October 2035, the Call Option Date to the Interest Payment Date falling in October 2030 and each subsequent Interest Payment Date thereafter and the margin to 0.73% and the Step-Up Margin to 0.73%.

(x) Amendments to the Series 2018-1 GBP1,000,000,000 Class A3 Notes to change the Final Maturity Date to the Interest Payment Date falling in July 2075 and the Step-Up Date to the Interest Payment Date falling in October 2035.

(y) Amendments to the Series 2019-1 GBP500,000,000 Class A3 Notes to change the Final Maturity Date to the Interest Payment Date falling in July 2075.

(z) Amendments to the Series 2019-1 GBP500,000,000 Class A4 Notes to change the Final Maturity Date to the Interest Payment Date falling in July 2075 and the Step-Up Date to the Interest Payment Date falling in October 2034.

(aa) Amendments to the Series 2015-1 GBP370,000,000 Class B Notes to change the Final Maturity Date to the Interest Payment Date falling in July 2075 and the Call Option Date to the Interest Payment Date occurring in October 2025 and each subsequent Interest Payment Date thereafter or, following the issuance of Notes by the Master Issuer under the Programme as updated on the 2023 Programme Update Date, the Interest Payment Date occurring in July 2023 and each subsequent Interest Payment Date.

(bb) Amendments to the Series 2015-1 GBP270,000,000 Class M Notes due 15 July 2075 to change the Final Maturity Date to the Interest Payment Date falling in July 2075 and the Call Option Date to the Interest Payment Date occurring in October 2025 and each subsequent Interest Payment Date thereafter or, following the issuance of Notes by the Master Issuer under the Programme as updated on the 2023 Programme Update Date, the Interest Payment Date occurring in July 2023 and each subsequent Interest Payment Date.

(cc) Amendments to the Series 2015-1 GBP370,000,000 Class C Notes due 15 July 2075 to change the Final Maturity Date to the Interest Payment Date falling in July 2075 and the Call Option Date to the Interest Payment Date occurring in October 2025 and each subsequent Interest Payment Date thereafter or, following the issuance of Notes by the Master Issuer under the Programme as updated on the 2023 Programme Update Date, the Interest Payment Date occurring in July 2023 and each subsequent Interest Payment Date.

The relevant Series of Notes

The following are the relevant Series of Notes which have been amended to reflect the updates made to the Programme:

   --    Series 2015-1 GBP1,000,000,000 Class A4 Notes due 15 July 2075; 
   --    Series 2015-1 Notes GBP370,000,000 Class B Notes due 15 July 2075; 
   --    Series 2015-1 GBP270,000,000 Class M Notes due 15 July 2075; 
   --    Series 2015-1 GBP370,000,000 Class C Notes due 15 July 2075; 
   --    Series 2016-1 GBP1,750,000,000 Class A Notes due 15 July 2075; 
   --    Series 2018-1 GBP1,000,000,000 Class A3 Notes due 15 July 2075; 
   --    Series 2019-1 GBP500,000,000 Class A3 Notes due 15 July 2075; 
   --    Series 2019-1 GBP500,000,000 Class A4 Notes due 15 July 2075. 

For further information, please contact:

Bank of Scotland plc

Group Corporate Treasury

25 Gresham Street

London

EC2V 7HN

Attention: Securitisation Manager

DISCLAIMER - INTENDED ADDRESSEES

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April 24, 2023 10:59 ET (14:59 GMT)

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