REG - Langton Sec (2010-1) - Notice to Noteholders

Banco Santander SAAnnouncement

07/05/2020 18:20

RNS Number : 3369M
  
Langton Securities (2010-1) PLC
  
07 May 2020
  
 

Notice to Noteholders

Langton Securities (2010-1) plc
 07 May 2020
Langton Securities (2010-1) plc

(a public company incorporated with limited liability in England and Wales

with registered number 7381471)

(the 2010-1 Issuer)
NOTICE



to the holders of the following notes:



Issuer


Notes


ISIN


Issue Date




Langton Securities (2010-1) plc


£2,125,000,000 Class A4 Floating Rate Notes due 2054


XS0546218503           


01/10/2010




Langton Securities (2010-1) plc


£1,385,715,000 Class Z1 Floating Rate Notes due 2054


XS0546220665


01/10/2010




Langton Securities (2008-1) plc


£1,249,804,000 Class A2 Floating Rate Notes due 2054


XS0607449559


23/03/2011




Langton Securities (2008-1) plc


£2,500,000,000 Class Z Floating Rate Notes due 2054


XS0607452348


23/03/2011



(together, the Outstanding Notes)
The Outstanding Notes issued by the 2010-1 Issuer are constituted by a note trust deed entered into on 1 October 2010 as supplemented on 23 December 2011 and 8 June 2012, as amended on 6 December 2013 and 11 December 2015 and as supplemented on 29 May 2019 between the 2010-1 Issuer and Citicorp Trustee Company Limited in its capacity as trustee for the holders of the Outstanding Notes issued by the 2010-1 Issuer.
The Outstanding Notes issued by the 2008-1 Issuer are constituted by a note trust deed entered into on 23 March 2011 as supplemented on 29 March 2011, 23 December 2011, 8 June 2012, 18 March 2013 and 29 May 2019 between the 2008-1 and Issuer Citicorp Trustee Company Limited in its capacity as trustee for the holders of the Outstanding Notes issued by the 2008-1 Issuer.
 
1.         EXTRAORDINARY PAYMENT HOLIDAYS - AMENDMENTS TO TRANSACTION DOCUMENTS
This Notice provides a summary of the main amendments (the Amendments) made to the Transaction Documents to address any arrangements made in extraordinary circumstances by the Seller with Borrowers, where such Borrowers will make no payments in respect of the Loans for a specified period without such Loans becoming In Arrears (Extraordinary Payment Holidays), such arrangements being made pursuant to the Seller's obligations as Servicer under Principle 6 (A firm must pay due regard to the interests of its customers and treat them fairly) of the FCA Handbook and Mortgage Conduct of Business rule 2.5A.1R (A firm must act honestly, fairly and professionally in accordance with the best interests of its customer). In this respect, following guidance from the FCA on how they expect mortgage lenders and administrators to treat customers fairly during the coronavirus crisis, the Company notes that the Seller has determined that the current coronavirus pandemic amounts to such extraordinary circumstances.
1.1       Redirection of the Seller's share of Mortgages Trust Available Revenue Receipts to Funding 1
The granting of Extraordinary Payment Holidays results in a corresponding decrease in Mortgages Trust Available Revenue Receipts available to the Mortgages Trustee to distribute to Funding 1 on each Distribution Date.
To address any resultant decrease in Funding 1 Available Revenue Receipts, with the current amendments, the Seller shall direct that a cash payment is made to Funding 1 on each Distribution Date in an amount equal to Funding 1's share of the aggregate amount of the interest that would have been due during the Trust Calculation Period immediately preceding the current Distribution Date in respect of any Loans which are the subject of an Extraordinary Payment Holiday (the Extraordinary Payment Holiday Amount). To effect such cash payment the Seller's share of Mortgages Trust Available Revenue Receipts shall be reduced on each Distribution Date by such amount and Funding 1's share of Mortgages Trust Available Revenue Receipts increased accordingly.
The Seller has agreed to such a reduction in its share of Mortgages Trust Available Revenue Receipts in anticipation of either (a) an increase in the Seller Share, to the extent that any Extraordinary Payment Holiday Amount or part thereof becomes capitalised, or (b) receipt by the Seller of additional amounts after application of the Funding 1 Priority of Payments.
If the Seller's share of Mortgages Trust Available Revenue Receipts on any Distribution Date is insufficient to cover Funding 1's share of any Extraordinary Payment Holiday Amount, the Seller shall be required to make a cash payment on the subsequent Distribution Date in an amount equal to such shortfall to the extent the shortfall amount is capitalised. Payment of any such Seller Contribution to the Mortgages Trustee will be a Revenue Receipt in respect of the relevant Loan and the Seller Share shall increase by a corresponding amount.
In respect of any shortfall amount that is not capitalised, the Seller may fund such shortfall pursuant to the Extraordinary Payment Holiday Start-up Loan Agreement described below.
1.2       New Start-up Loan Agreement
Funding 1 and the Seller shall enter into an Extraordinary Payment Holiday Start-up Loan Agreement (the Agreement) pursuant to which the Seller will grant to Funding 1, on each Funding 1 Interest Payment Date, and upon the terms and subject to the conditions thereto, the Extraordinary Payment Holiday Start-up Loan Facility in an aggregate amount not to exceed the Maximum Advance Amount. If the conditions set out in the Agreement have been met, the Seller may (but shall not be obliged to) make Advances available to Funding 1.
The Agreement provides that Funding 1 may request an Advance in an amount equal to the lower of (i) the Maximum Advance Amount (being the aggregate of all Extraordinary Payment Holiday Amounts in respect of affected Borrowers) and (b) any shortfall in the amount of the Funding 1 Available Revenue Receipts (if such Advance were excluded) required to pay or provide for the amounts in paragraphs (a) to (u) (inclusive) of the Funding 1 Pre-Acceleration Revenue Priority of Payments.
Funding is required to use each Advance as Funding 1 Available Revenue Receipts to be applied towards making the payments and provisions referred to in paragraphs (a) to (u) (inclusive) of the Funding 1 Pre-Acceleration Revenue Priority of Payments.
Funding 1 will make repayments toward the Extraordinary Payment Holiday Start-up Loan (and any capitalised interest) on each Funding 1 Interest Payment Date, if, and to the extent that, there are Funding 1 Available Revenue Receipts available therefor after making the payments and provisions referred to in paragraphs (a) to (u) (inclusive) of the Funding 1 Pre-Acceleration Revenue Priority of Payments, until the Extraordinary Payment Holiday Start-up Loan and any accrued but unpaid interest thereon has been fully repaid.
The Funding 1 Start-up Loan Provider, in its capacity as provider of the Extraordinary Payment Holiday Start-up Loan, and acting as the New Funding 1 Secured Creditor, shall also enter into an accession deed (the Accession Deed) pursuant to which the New Funding 1 Secured Creditor will accede to the provisions of the Funding 1 Deed of Charge.
2.         REVISED TRANSACTION DOCUMENTS
The following Transaction Documents (the Amended Transaction Documents) have been amended and/or restated or supplemented in the process of making the Amendments described above:
1.   the Mortgages Trust Deed;
2.   the Master Definitions and Construction Schedule; and
3.   the Cash Management Agreement.
The Amended Transaction Documents, the Accession Deed and the Extraordinary Payment Holiday Start-up Loan Agreement will be available for viewing electronically by the holders of the Outstanding Notes via the following link:
https://www.santander.co.uk/about-santander/investor-relations/langton-securities
In addition, copies of the Amended Transaction Documents, the Accession Deed and the Extraordinary Payment Holiday Start-up Loan Agreement will be available for inspection by the holders of the Outstanding Notes at the following office of the Principal Paying Agent.
Citicorp Trustee Company Limited

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB
Capitalised terms used in this Notice shall, unless defined herein or the context otherwise requires, bear the meanings given to them in the Eleventh Amended and Restated Master Definitions and Construction Schedule dated 30 April 2020 and the Amended and Restated Master Issuer Master Definitions and Construction Schedule dated 29 May 2019, which can also be viewed via the link provided above and/or obtained from the office of the Principal Paying Agent specified above.


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