REG - Fosse Master Issuer - Notice to Noteholders

Bank Of New York MellonAnnouncement

01/05/2020 11:30

RNS Number : 6489L
  
Fosse Master Issuer PLC
  
01 May 2020
  
 

Notice to Noteholders

Fosse Master Issuer plc
 1 May 2020
FOSSE MASTER ISSUER PLC

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

with registered number 5925693)

(the Company)
NOTICE


to the holders of:

$250,000,000 Class A5 Asset Backed Fixed Rate Notes due October 2054

(ISIN XS0715271663/US34988MAX48)

£233,965,000 Class Z Asset Backed Floating Rate Notes due October 2054

(ISIN XS0715271747)
(together, the Issue 2011-2 Notes)
and to the holders of:

£750,000,000 Class A1 Asset Backed Floating Rate Notes due October 2054

(ISIN XS2065728920)

£500,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054

(ISIN XS2065729654)

£215,460,000 Class Z Asset Backed Floating Rate Notes due October 2054

(ISIN XS2065730074)
(together, the Issue 2019-1 Notes and, together with the Issue 2011-2 Notes, the Outstanding Notes), 
each issued by the Company and constituted by a trust deed dated 28 November 2006, as supplemented and amended on 1 August 2007, 21 August 2008, 11 March 2010, 9 September 2010, 21 April 2011, 27 April 2012, 23 May 2012, 19 August 2013, 9 October 2014, 29 April 2016, 7 December 2018 and 13 September 2019 between the Company and The Bank of New York Mellon, acting through its London Branch in its capacity as trustee for the holders of the Outstanding Notes.
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 1 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 Extraordinary Payment Holiday Start-Up Loan Provider, 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/uk/about-santander-uk/investor-relations/fosse-master-trust
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.
Citibank, N.A., London Branch

CitigroupCentre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom
Capitalised terms used in this Notice shall, unless defined herein or the context otherwise requires, bear the meanings given to them in the Twelfth Amended and Restated Master Definitions and Construction Schedule dated 30 April 2020 and the Eighth Amended and Restated Master Issuer Master Definitions and Construction Schedule dated 13 September 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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