REG - Penarth Master Iss - Notice of Onshoring Amendments to Noteholders

Lloyds BankingAnnouncement

17/06/2019 16:40

RNS Number : 5153C
Penarth Master Issuer PLC
17 June 2019
 


 
NOTICE OF ONSHORING AMENDMENTS to noteholders
 
PENARTH MASTER ISSUER PLC
(incorporated in England and Wales, Registered No. 06615304)
 35 Great St Helen's
London EC3A 6AP
(the "Issuer")
 
 
17 June 2019
 
Penarth Master Issuer plc - £500,000,000 Series 2014-2 D1 Class D Asset Backed Floating Notes due 2028
(ISIN: XS1117710142)
 
Pursuant to Condition 16 (Notices) of the Conditions, we hereby give you notice of the following amendments to the Series 2014-2 D1 Note Trust Deed Supplement and Class D (2014-2 D1) Supplement to Global Loan Note No. 1 dated on or about 20 October 2014 and the Final Terms dated on or about 20 October 2014 each as amended and restated on 20 September 2018 (the ''Transaction Documents'') in order to substitute the Receivables Trustee and the Loan Note Issuer No. 1 for companies incorporated in England and Wales and certain other related amendments thereto (the "Onshoring").
Capitalised terms used but not otherwise defined herein shall have the meaning given to them in the Transaction Documents.
Set out below is a detailed description of each of the amendments made in respect of the Onshoring. For a more general overview of the Programme as amended, please see the 2019 Base Prospectus dated 13 June 2019 as available at https://www.lloydsbankinggroup.com/investors/fixed-income-investors/securitisation/#
The relevant parties to the Transaction Documents entered into documentation in order to novate, amend and restate or supplement the Transaction Documents to reflect the following, amongst other matters:
1.   Class D (2014-2 D1) Supplement to Global Loan Note No. 1
i.    The novation of the role (including rights and obligations) of Penarth Funding 1 Limited, a private limited company incorporated under the laws of Jersey on 1 August 2008, with company number 101459, having its registered office at 44 Esplanade, St Helier, Jersey JE4 9WG, Channel Islands as loan note issuer no.1 (the "Loan Note Issuer No. 1") to Penarth Funding 1 Limited, a private limited company incorporated under the laws of England and Wales, with company number 11867560 and having its registered office at 35 Great St. Helen's, London EC3A 6AP (the "New Loan Note Issuer No. 1");
ii.   The novation of the role (including rights and obligations) of Penarth Receivables Trustee Limited, a private limited company incorporated under the laws of Jersey on 1 August 2008, with company number 101458, having its registered office at 44 Esplanade, St Helier, Jersey JE4 9WG, Channel Islands as loan note issuer no.1 (the "Receivables Trustee") to Penarth Receivables Trustee Limited, a private limited company incorporated under the laws of England and Wales, with company number 11867448 and having its registered office at 35 Great St. Helen's, London EC3A 6AP (the "New Receivables Trustee");
iii.  The novation of the role (including rights and obligations) of Intertrust Offshore Limited, a private limited company incorporated under the laws of Jersey with company number 83135, having its registered office at 44 Esplanade, St Helier, Jersey JE4 9WG, Channel Islands as registrar (the "Registrar") to Intertrust Corporate Services Limited, a private limited company incorporated under the laws of England and Wales, with company number 9320255) and having its registered office at 35 Great St. Helen's, London EC3A 6AP (the "New Registrar");
iv.  Each instance of "Royal Court of Jersey" in Clause 4.2 (Jurisdiction) of the Class D (2014-2 D1) Global Loan Note Supplement shall be deleted and replaced with "courts of England";
v.   Each instance of "Process Agent, Intertrust Offshore Limited, 47 Esplanade, St. Helier Jersey, JE1 0BD, Channel Islands" shall be deleted;
vi.  Each instance of "Intertrust Directors (Jersey) Limited" shall be deleted and replaced with "Intertrust Directors 1 Limited";
vii. Each instance of "Intertrust Directors 2 (Jersey) Limited" shall be deleted and replaced with "Intertrust Directors 2 Limited";
viii.            The definition of "Business Day" in paragraph 1.1 (Definitions) of Schedule 1 (Supplement to the Terms and Conditions of Global Loan Note No. 1) to the Class D (2014-2 D1) Global Loan Note Supplement shall be deleted and replaced with the following:
"Business Day" means a TARGET Settlement Day and a day on which commercial banks and foreign exchange markets settle payments generally in London, England; and New York, New York";
ix.  The definition of "Jersey Bank Account Operator" shall be deleted;
x.   The definition of "Loan Note Issuer No.1 Jersey Account Bank Agreement" in paragraph 1.1 (Definitions) of Schedule 1 (Supplement to the Terms and Conditions of Global Loan Note No. 1) to the Class D (2014-2 D1) Global Loan Note Supplement shall be deleted and replaced with the following:
"Loan Note Issuer No.1 Account Bank Agreement" means the agreement so named dated on or about the date hereof (as amended and restated from time to time) between, inter alios, the Loan Note Issuer No.1 and Bank of Scotland plc.";
xi.  The definition of "Note Trust Deed Supplement" in paragraph 1.1 (Definitions) of Schedule 1 (Supplement to the Terms and Conditions of Global Loan Note No. 1) to the Class D (2014-2 D1) Global Loan Note Supplement shall be deleted and replaced with the following:
"Note Trust Deed Supplement" means, in respect of the Class D (2014-2 D1) Associated Debt, the supplement to the Note Trust Deed in respect of such debt dated 20 October 2014 (as amended and restated from time to time)."; and
xii. Clause 2.4.5 of Schedule 1 (Supplement to the Terms and Conditions of Global Loan Note No. 1) to the Class D (2014-2 D1) Global Loan Note Supplement shall be deleted and replaced with the following:
"It is hereby agreed and acknowledged that payments to be made to the Class D (2014-2 D1) Notional Tranche Holder by Loan Note Issuer No.1 will be made on its behalf by the Cash Manager.
2.   Series 2014-2 D1 Note Trust Deed Supplement
i.    The definition of "2012 Jersey Security Interests Law" in paragraph 1.5 (Definitions) to the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted;
ii.   The definition of "Class C (2014-2 D1) Loan Note Supplement to the Global Loan Note No. 1" in paragraph 1.5 (Definitions) to the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"Class D (2014-2 D1) Loan Note Supplement to the Global Loan Note No. 1" means, in respect of Series 2014-2 D1, the loan note supplement dated 20 October 2014 (as amended and restated from time to time) to the Global Loan Note No. 1 dated 16 October 2008;
iii.  The definition of "Issuer Jersey Security Interest" in paragraph 1.5 (Definitions) to the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted;
iv.  The definition of "Note Trust Deed Supplement" in paragraph 1.5 (Definitions) to the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"Note Trust Deed Supplement" means, in respect of Series 2014-2 D1 only, this Note Trust Deed Supplement; dated 20 October 2014 (as amended and restated from time to time);
v.   The definition of "Series 2014-2 D1 Issuer Jersey Collateral" in paragraph 1.5 (Definitions) to the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted;
vi.  The definition of "Series 2014-2 D1 Issuer Jersey Security Interest" in paragraph 1.5 (Definitions) to the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted;
vii. Clause 6.1 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"As continuing security for the payment or discharge of the Series 2014-2 D1 Secured Obligations and subject to Clause 9 (Redemption and Release), the Issuer with full title guarantee, in favour of the Note Trustee for itself and on trust for the Series 2014-2 D1 Secured Creditors, hereby:";
viii.            Clause 6.3 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"INTENTIONALLY LEFT BLANK";
ix.  Clause 6.4 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"INTENTIONALLY LEFT BLANK";
x.   Clause 6.7.1 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"the Series 2014-2 D1 Security created pursuant to this Note Trust Deed Supplement shall become enforceable and the Note Trustee on behalf of the Series 2014-2 D1 Secured Creditors may enforce its rights in respect of the Series 2014-2 D1 Secured Property, including the appointment of a Receiver pursuant to clause 7 (Provisions Relating to Receiver) of the Note Trust Deed;";
xi.  Clause 6.7.3 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"the Note Trustee shall hold and apply all monies received by it under the Note Trust Deed and this Note Trust Deed Supplement in connection with the realisation of the Series 2014-2 D1 Secured Property or enforcement of the security interest in respect of Series 2014-2 D1 in accordance with the priorities set out in Condition 4(b).";
xii. Clause 7.1.2 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted;
xiii.            Clause 7.1.3 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted;
xiv.            Clause 7.1.4 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted;
xv. Clause 8.3 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"INTENTIONALLY LEFT BLANK";
xvi.            Clause 13 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"The whole of the Series 2014-2 D1 Security shall become enforceable upon the Note Trustee delivering an Enforcement Notice in respect of the Series 2014-2 D1 Security (or the Security in respect of all Series.";
xvii.           Clause 14.1.3 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"subject to the provisions of the Conditions and the Note Trust Deed, the Note Trustee may institute such proceedings against the Issuer and take such action as it may think fit to enforce all or any part of the Series 2014-2 D1 Security;";
xviii.          Clause 14.1.6 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"the Note Trustee may appoint a Receiver in relation to the Series 2014-2 D1 Security in accordance with clause 6 (Appointment and Removal of Receiver and Administrator) of the Note Trust Deed; and";
xix.            Clause 14.1.7 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"whether or not it has appointed a Receiver, the Note Trustee may exercise all or any of the powers, authorities and discretions:
(a)        conferred by the Series 2014-2 D1 Security Documents on any Receiver;
(b)        conferred by the LPA (as varied or extended by the Series 2014-2 D1 Security Documents) on mortgagees; or
(c)        otherwise conferred by law on mortgagees or receivers.";
xx. Clause 14.1.8 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted;
xxi.            Clause 14.2 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"INTENTIONALLY LEFT BLANK";
xxii.           Clause 20.1 of the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted and replaced with the following:
"This Note Trust Deed Supplement and any non contractual obligations arising from or connected with it are governed by, and shall be construed in accordance with, the laws of England"; and
xxiii.          Schedule 1 (Form of Notice of Security Interest - Series 2014-2 D1 Issuer Jersey Collateral) to the Series 2014-2 D1 Note Trust Deed Supplement shall be deleted.
3.   Final Terms in respect of Series 2014-2 D1
i.    Paragraph (a) in the Additional Important Information of the Final Terms shall be deleted and replaced with the following:
"in the event that any withholding or deduction for any taxes, duties, assessments or government charges of whatever nature is imposed, levied, collected, withheld or assessed on payments of principal or interest in respect of the notes by the United Kingdom, or any other jurisdiction or any political subdivision or any authority in or of such jurisdiction having power to tax, the Issuer or the Paying Agents on behalf of the Issuer shall make such payments after such withholding or deduction and neither the Issuer nor the Paying Agents will be required to make any additional payments to Noteholders in respect of such withholding or deduction;";
ii.   The Loan Note Issuer No. 1's details in the Parties Section of the Final Terms shall be deleted and replaced with the following: 
"Penarth Funding 1 Limited, 35 Great St. Helen's, London, EC3A 6AP";
iii.  The Receivable Trustee's details in the Parties Section of the Final Terms shall be deleted and replaced with the following: 
"Penarth Receivables Trustee Limited, 35 Great St. Helen's, London, EC3A 6AP";
iv.  Carey Olsen's details in the Parties Section of the Final Terms shall be deleted; and
v.   Mourant Ozannes' details in the Parties Section of the Final Terms shall be deleted.
4.   Series 2014-2 D1 Loan Note Certificate
i.    The novation of the role (and rights and obligations in respect thereof) of Penarth Funding 1 Limited, a private limited company incorporated under the laws of Jersey on 1 August 2008, with company number 101459, having its registered office at 44 Esplanade, St Helier, Jersey JE4 9WG, Channel Islands as loan note issuer no.1 (the "Loan Note Issuer No. 1") to Penarth Funding 1 Limited, a private limited company incorporated under the laws of England and Wales, with company number 11867560 and having its registered office at 35 Great St. Helen's, London EC3A 6AP (the "New Loan Note Issuer No. 1");
ii.   The novation of the role (and rights and obligations in respect thereof) of Penarth Receivables Trustee Limited, a private limited company incorporated under the laws of Jersey on 1 August 2008, with company number 101458, having its registered office at 44 Esplanade, St Helier, Jersey JE4 9WG, Channel Islands as loan note issuer no.1 (the "Receivables Trustee") to Penarth Receivables Trustee Limited, a private limited company incorporated under the laws of England and Wales, with company number 11867448 and having its registered office at 35 Great St. Helen's, London EC3A 6AP (the "New Receivables Trustee");
iii.  Penarth Funding 1 Limited's details on the first page of the Series 2014-2 D1 Loan Note Certificate shall be deleted and replaced with the following: 
"Penarth Funding 1 Limited (incorporated in England and Wales with registered number 11867560";
iv.  The introductory constitution language on the first page of the Series 2014-2 D1 Loan Note Certificate shall be deleted and replaced with the following: 
"Constituted by a trust constituted by the security trust deed and cash management agreement dated 13 June 2019 between, among others, Penarth Funding 1 Limited and Bank of Scotland plc (the "Security Trust Deed")";
v.   Each instance of "Royal Court of Jersey" in Clause 11 of the Series 2014-2 D1 Loan Note Certificate shall be deleted and replaced with "courts of England";
vi.  Each instance of "Intertrust Directors (Jersey) Limited" shall be deleted and replaced with "Intertrust Directors 1 Limited";
vii. Each instance of "20 October 2014" shall be deleted and replaced with "13 June 2019"; and
viii.            Each instance of "Intertrust Offshore Limited" shall be deleted and replaced with "Intertrust Corporate Services Limited".
For further information please contact:
Penarth Master Issuer plc

c/o Intertrust Management Limited
35 Great St Helen's
London EC3A 6AP
Tel: +44 (0)207 398 6300
Fax: +44 (0)207 398 6325
Attention: The Directors




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