REG - Warwick Fin No.3 plc - Statement re Notice to Noteholders

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03/10/2025 16:00

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RNS Number : 0588C  Warwick Finance Res. Mort. No.3 plc  03 October 2025

WARWICK FINANCE RESIDENTIAL MORTGAGES NUMBER THREE PLC

(the Issuer)

£1,469,182,000 Class A Mortgage Backed Floating Rate Notes Due 21 December
2049 (Reg S ISIN XS1697684808 Rule 144A ISIN XS1697686928

Reg S Common Code 169768480 Rule 144A Common Code 169768692)

 

£128,553,000 Class B Mortgage Backed Floating Rate Notes Due 21 December 2049
(Reg S ISIN XS1697690953 Rule 144A ISIN XS1697693627

Reg S Common Code 169769095 Rule 144A Common Code 169769362)

 

£64,276,000 Class C Mortgage Backed Floating Rate Notes Due 21 December 2049
(Reg S ISIN XS1697696059 Rule 144A ISIN XS1697698188

Reg S Common Code 169769605 Rule 144A Common Code 169769818)

 

£36,729,000 Class D Mortgage Backed Floating Rate Notes Due 21 December 2049
(Reg S ISIN XS1697700265 Rule 144A ISIN XS1697701826

Reg S Common Code 169770026 Rule 144A Common Code 169770182)

 

£36,729,000 Class E Mortgage Backed Floating Rate Notes Due 21 December 2049
(Reg S ISIN XS1697705140 Rule 144A ISIN XS1697706890

Reg S Common Code 169770514 Rule 144A Common Code 169770689)

 

 

Principal Residual Certificates

(Reg S ISIN XS1696451324 Rule 144A ISIN XS1697546247

Reg S Common Code 169645132 Rule 144A Common Code 169754624)

 

Revenue Residual Certificates

(Reg S ISIN XS1696451597 Rule 144A ISIN XS1697546080

Reg S Common Code 169645159Rule 144A Common Code 169754608)

(the Residual Certificates)

 (the Securitisation)

3 October 2025

 

NOTICE TO NOTEHOLDERS

Capitalised terms used but not otherwise defined in this notice have the
meanings given to them in Schedule 1 (Definitions) of the master definitions
and construction schedule dated 19 October 2017 as amended and restated on 8
September 2020 (and as amended and restated from time to time) relating to the
Notes and the Certificates entered into between, amongst others, the Issuer,
the Note Trustee and the Cash Manager.

NOTICE IS HEREBY GIVEN that the Issuer and other Transaction Parties have
agreed that Western Mortgage Services Limited (the Servicer) shall be replaced
as the Servicer by Topaz Finance Limited (Topaz) (the Servicing Migration).
Topaz shall also be transferred the legal title in respect of the Mortgage
Loans from the Legal Title Holders (the Legal Title Migration and, together
with the Servicing Migration, the Migration).

NOTICE IS HEREBY GIVEN that in order to enable the Migration to occur, the
Issuer and the other Transaction Parties have agreed to enter into certain
additional documents, including but not limited to:

(a)        a deed of amendment and restatement to implement certain
amendments to the Master Definitions and Construction Schedule, the Cash
Management Agreement, the Replacement Cash Management Agreement and the
Mortgage Sale Agreement;

(b)        a supplemental deed of charge, in respect of (i) the
inclusion of Topaz as a Secured Creditor and to be bound by the terms of the
Deed of Charge, (ii) amendments to the Post- Acceleration Priority of Payments
(to include an additional limb which will rank lower than all amounts due to
Noteholders), and (iii) other required amendments to reflect the inclusion of
Topaz within the Supplemental Deed of Charge;

(c)        the entry into a new servicing and legal title holder deed
(the Servicing and LTH Deed) in respect of the Mortgage Loans and a new
collection account declaration of trust with Topaz;

(d)        a deed of indemnity provided by the Co-Operative Bank p.l.c.
pursuant to which it will stand behind certain indemnities provided by the
Legal Title Holders in the Securitisation for the benefit of the Issuer;

(e)        a deed of covenant executed by the Issuer in favour of the
Co-Operative Bank p.l.c., which confirms (i) the Issuer will comply (or will
procure that its servicer will comply) with Applicable Laws and (ii) setting
out how historic complaints will be dealt with after the transfer of legal
title and by which entity;

(f)        an accession undertaking executed by the Issuer, Topaz and
the Security Trustee in relation to the Deed of Charge;

(g)        a complaints handling deed executed by the Security Trustee,
Western Mortgage Services Limited and the Issuer, among others, detailing the
procedure as to how complaints brought by a Borrower will be dealt with;

(h)        a Scottish deed of assumption and resignation regarding
provisions for Topaz to be the new Legal Title Holder and the resignation of
the Legal Title Holders; and

(i)         a deed of guarantee from Capita PLC to the Issuer and the
Security Trustee with regards to the Servicer's surviving liabilities after
legal title is transferred from the Legal Title Holders to Topaz.

NOTICE IS ALSO HEREBY GIVEN to the holders of the Notes that, in such context,
the Issuer and other Transaction Parties have also agreed to (i) release and
discharge the Servicer, Homeloan Management Limited (the Back-Up Servicer) and
the Legal Title Holders (for the avoidance of doubt, The Co-Op Bank is only
discharged in respect of its role as a Legal Title Holder) from the
Transaction Documents and (ii) terminate certain Transaction Documents,
including but not limited to the Servicing Agreement, the Collection Account
Declaration of Trust, the back-up servicing agreement entered into by, inter
alios, the Back-Up Servicer, the Servicer and the Issuer on or about the
Closing Date and relevant powers of attorney granted under these documents, by
way of a deed of release and termination.

NOTICE IS ALSO HEREBY GIVEN that the amended and restated Transaction
Documents and additional Transaction Documents being entered into are
available at: https://www.globalportal.io/theco-operativebank/login/.
(http://www.globalportal.io/theco-operativebank/login/)

 

In accordance with normal practice, the Security Trustee and Note Trustee
expresses no opinion as to the contents of this notice and makes no
representation that all relevant information has been disclosed to holders of
the Notes in this notice. Accordingly, the Security Trustee and Note Trustee
urges holders of the Notes or the Residual Certificates who are in any doubt
as to the impact of this notice to seek their own independent advice.

The Issuer accepts responsibility for the information contained in this
notice. This notice is given by:

WARWICK FINANCE RESIDENTIAL MORTGAGES NUMBER THREE PLC

5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND
BENEFICIAL OWNERS OF THE NOTES (AS DEFINED ABOVE). IF APPLICABLE, ALL
DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE
REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED
AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY
OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY
OTHER ENTITY IN ANY JURISDICTION.

THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7
OF THE MARKET ABUSE REGULATION (EU) 596/2014, INCLUDING THE MARKET ABUSE
REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN (WITHDRAWAL) ACT 2018.

If you are in any doubt as to the action you should take, you are recommended
to seek your own financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or other financial adviser authorised under the
Financial Services and Markets Act 2000 (if you are in the United Kingdom), or
from another appropriately authorised independent financial adviser and such
other professional advice from your own professional advisors as you deem
necessary.

If you have recently sold or otherwise transferred your entire holding(s) of
Notes referred to below, you should immediately forward this Notice to the
purchaser or transferee or to the stockbroker, bank or other agent through
whom the sale or transfer was effected for transmission to the purchaser or
transferee.

This Notice and any non-contractual obligations arising out of or in
connection with this Notice will be governed by and construed in accordance
with the laws of England and Wales.

No person has been authorised to give information, or to make any
representation in connection therewith, other than as contained herein. The
delivery of this Notice at any time does not imply that the information in it
is correct as at any time subsequent to its date.

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