REG - Penarth Master Iss - Notice to Noteholders

Deutsche Bank AGAnnouncement

08/03/2024 13:30

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RNS Number : 1949G  Penarth Master Issuer PLC  08 March 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS DOCUMENT. THIS NOTICE OR THE ELECTRONIC
TRANSMISSION THEREOF 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 Notice contains important information of interest to the registered and
beneficial owners of the Notes (as defined below). 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. 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 is addressed only to holders of the Notes (as defined below) and
persons to whom it may otherwise be lawful to distribute it ("relevant
persons"). It is directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment or
investment activity to which this Notice relates is available only to relevant
persons and will be engaged in only with relevant persons. If you are in any
doubt as to the action you should take, you are recommended to seek your own
financial and legal advice, including in respect of any tax consequences,
immediately from your stockbroker, bank manager, solicitor, accountant or
other financial, tax or legal adviser authorised under the Financial Service
and Markets Act 2000, as amended (if you are in the United Kingdom), or from
another appropriately authorised independent financial adviser and such other
professional advice from your own professional advisers as you deem necessary.

PENARTH MASTER ISSUER PLC

(incorporated in England and Wales, Registered No. 06615304)

1 Bartholomew Lane

London, EC2N 2AX

(the "Issuer")

NOTICE

to the holders of the following notes of the Issuer outstanding

£500,000,000 Series 2019-1 A3 Class A Asset Backed Floating Notes due 2024
(the "Series 2019-1 A3 Notes")

(ISIN: XS2022173384)

1.         Pursuant to Condition 16 (Notices) of the terms and
conditions of the Series 2019-1 A3 Notes issued under the Issuer's medium term
note programme (the "Programme"), the Issuer hereby gives notice that certain
amendments will be made to:

(a)        the Class A (2019-1 A3) supplement to Global Loan Note No. 1
dated 22 July 2019 entered into by, among others, the Issuer and Deutsche Bank
Trust Company Americas as security trustee (the "Security Trustee") (as
amended, restated and/or novated from time to time prior to the Receivables
Trust Effective Date (as defined below)) (the "Class A (2019-1 A3) supplement
to Global Loan Note No. 1");

(b)        the loan note certificate in respect of the Class A
£500,000,000 Series 2019-1 A3 Loan Note of Penarth Funding 1 Limited (the
"Class A (2019-1 A3) Loan Note") dated 22 July 2019 (as amended, restated
and/or novated from time to time prior to the Receivables Trust Effective
Date) (the "Class A (2019-1 A3) Loan Note Certificate" and, together with the
Class A (2019-1 A3) supplement to Global Loan Note No. 1, the "Relevant
Receivables Trust Documents");

(c)        the note trust deed supplement supplemental to the Note
Trust Deed in respect of the Series 2019-1 A3 Notes dated 22 July 2019 entered
into by, among others, the Issuer and the Security Trustee (as amended,
restated and/or novated from time to time prior to the Issuer Effective Date)
(the "Series 2019-1 A3 Note Trust Deed Supplement");

(d)       the final terms in respect of the Series 2019-1 A3 Notes dated
12 July 2019 (as amended, restated and/or novated from time to time prior to
the Issuer Effective Date (as defined below)) (the "Series 2019-1 A3 Final
Terms"); and

(e)        the regulation S global note certificate in respect of the
Series 2019-1 A3 Notes dated 22 July 2019 (as amended, restated and/or novated
from time to time prior to the Issuer Effective Date) (the "Series 2019-1 A3
Reg S Global Note Certificate" and, together with the Series 2019-1 A3 Note
Trust Deed Supplement and the Series 2019-1 A3 Final Terms, the "Relevant
Issuer Documents"),

(the "Relevant Documents"). Capitalised terms used but not otherwise defined
in this Notice shall have the meaning given to them in the Relevant Documents.

2.         The Relevant Issuer Documents will be amended effective
from the Interest Payment Date in respect of the Series 2019-1 A3 Notes
falling in March 2024, which is expected to occur on 18 March 2024. The
purpose of the amendments is primarily:

(a)        to amend the Scheduled Redemption Date of the Series 2019-1
A3 Notes from 18 July 2024 to 18 May 2025;

(b)        to amend the Final Redemption Date of the Series 2019-1 A3
Notes from 18 July 2026 to 18 May 2027; and

(c)        to amend the Margin of the Series 2019-1 A3 Notes from 0.85
per cent. to 0.60 per cent.

3.         The Relevant Receivables Trust Documents will be amended
effective from the Loan Note Interest Payment Date in respect of the Class A
(2019-1 A3) Loan Note falling in March 2024, which is expected to occur on 18
March 2024. The purpose of the amendments is primarily:

(a)        to amend the Scheduled Redemption Date of the Class A
(2019-1 A3) Loan Note from 18 July 2024 to 18 May 2025;

(b)        to amend the Final Redemption Date of the Class A (2019-1
A3) Loan Note from 18 July 2026 to 18 May 2027; and

(c)        to amend the Loan Note Interest Rate of the Class A (2019-1
A3) Loan Note from Compounded Daily SONIA plus 0.85 per cent., as determined
by the Calculation Agent with respect to each Loan Note Interest Period, to
Compounded Daily SONIA plus 0.60 per cent., as determined by the Calculation
Agent with respect to each Loan Note Interest Period.

4.         Certain other consequential and conforming amendments and
updates will be made to the Relevant Documents. In particular, the address of
the Issuer in the Relevant Documents will be amended from "35 Great St.
Helen's, London EC3A 6AP" to "1 Bartholomew Lane, London EC2N 2AX".

5.         For further information and copies of the Relevant
Documents as amended and restated, please contact:

Penarth Master Issuer plc
c/o Intertrust Management Limited

1 Bartholomew Lane

London, EC2N 2AX

Tel:                  +44 (0)207 398 6300

Fax:                 +44 (0)207 398 6325

Attention:        The Directors

This notice is given on 08 March 2024 by:

Penarth Master Issuer plc

1 Bartholomew Lane

London, EC2N 2AX

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