REG - Permanent Master Iss - Amendments to the Programme

Bank of QueenslandAnnouncement

24/04/2023 17:00

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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 £1,000,000, 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 £1,000,000,000 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 £1,750,000,000 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 £1,000,000,000 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 £500,000,000 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 £500,000,000 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 £370,000,000 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 £270,000,000 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 £370,000,000 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 £1,000,000,000 Class A4 Notes due 15 July 2075;

·    Series 2015-1 Notes £370,000,000 Class B Notes due 15 July 2075;

·    Series 2015-1 £270,000,000 Class M Notes due 15 July 2075;

·    Series 2015-1 £370,000,000 Class C Notes due 15 July 2075;

·    Series 2016-1 £1,750,000,000 Class A Notes due 15 July 2075;

·    Series 2018-1 £1,000,000,000 Class A3 Notes due 15 July 2075;

·    Series 2019-1 £500,000,000 Class A3 Notes due 15 July 2075;

·    Series 2019-1 £500,000,000 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

 

Please note that the information contained in the Base Prospectus may be
addressed to and/or targeted at persons who are residents of particular
countries (specified in the Base Prospectus) only and is not intended for use
and should not be relied upon by any person outside these countries and/or to
whom the offer contained in the Base Prospectus is not addressed.  Prior to
relying on the information contained in the Base Prospectus you must ascertain
from the Base Prospectus whether or not you are part of the intended
addressees of the information contained therein.

 

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