REG - Great Hall Mtg 1 plc - Notice of Adjourned Meetings - Series 2006-1

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07/01/2022 16:05

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RNS Number : 8241X  Great Hall Mortgages No1 plc  07 January 2022

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.

If Noteholders are in any doubt about any aspect of the proposals in this
notice and/or the action they should take, they are recommended to seek their
own financial advice immediately from their stockbroker, bank manager,
solicitor, accountant or other financial adviser authorised under the
Financial Services and Markets Act 2000, as amended, (if they are in the
United Kingdom) or from another appropriately authorised independent financial
adviser and such other professional advisor from their own professional
advisors as they deem necessary.

GREAT HALL MORTGAGES No. 1 PLC

Series 2006-01

(incorporated with limited liability in England and Wales under number
5950229) (the "Issuer")

NOTICE OF SEPARATE ADJOURNED NOTEHOLDER MEETINGS

to the holders of the

EUR 175,000,000 Class A2b Notes due June 2038 (Common Code: 027609279; ISIN:
XS0276092797) (the "Class A2b Notes")

GBP 25,800,000 Class Ba Notes due June 2038 (Common Code 027608698; ISIN:
XS0276086989)    (the "Class Ba Notes")

GBP 11,500,000 Class Ca Notes due June 2038 (Common Code: 027608752; ISIN:
XS0276087524)    (the "Class Ca Notes")

EUR 11,500,000 Class Db Notes due June 2038 (Common Code: 027609503; ISIN:
XS0276095030)    (the "Class Db Notes")

and

GBP 5,600,000 Class Ea Notes due June 2038 (Common Code: 027608922; ISIN:
XS0276089223)     (the "Class Ea Notes")

The Class A2b Notes, the Class Ba Notes, the Class Ca Notes, the Class Db
Notes and the Class Ea Notes together, the "Notes").

Reference is made to the notice of meetings of the holders of the Class A2a
Notes, the Class A2b Notes, the Class Ba Notes, the Class Bb Notes, the Class
Ca Notes, the Class Cb Notes, the Class Da Notes, the Class Db Notes and the
Class Ea Notes, issued on 13 December 2021 (the "Notice of Noteholder
Meetings").

The meetings of the holders of the Class A2b Notes, the Class Ba Notes, the
Class Ca Notes, the Class Db Notes and the Class Ea Notes convened by the
Issuer were held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan
Lane, London, EC4R 3TT on 6 January 2022 at 10:15 a.m. (London time),10:30
a.m. (London time), 11:00 a.m. (London time), 11:45 a.m. (London time) and
12:00 p.m. (London time) respectively. Access to the meetings for holders of
the Class A2b Notes, the Class Ba Notes, the Class Ca Notes, the Class Db
Notes and the Class Ea Notes that wished to attend in person or appoint a
proxy (other than the Tabulation Agent) was granted only via a Microsoft Teams
video conference meeting that was available from Fieldfisher LLP upon request.
The meetings of the holders of the Class A2b Notes, the Class Ba Notes, the
Class Ca Notes, the Class Db Notes and the Class Ea Notes were adjourned for
want of a quorum.

We note that in relation to the meetings of the holders of the Class A2a
Notes, the Class Bb Notes, the Class Cb Notes and the Class Da Notes (i) the
quorum was reached; and (ii) the related extraordinary resolutions set out in
the Notice of Noteholder Meetings previously notified to the holders of the
Class A2a Notes, the Class A2b Notes, the Class Ba Notes, the Class Bb Notes,
the Class Ca Notes, the Class Cb Notes, the Class Da Notes, the Class Db Notes
and the Class Ea Notes in accordance with the terms of the Series Note Trust
Deed were duly passed.

NOTICE IS HEREBY GIVEN to the holders of the Notes (the "Noteholders") that
separate adjourned meetings (each an "Adjourned Meeting") of the Noteholders
of each relevant Class convened by the Issuer will be held at the offices of
Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT on 24
January 2022 (the "Adjourned Meeting Date") at 10:15 a.m. (London time) in
respect of the Class A2b Notes (the "A2b Notes Adjourned Meeting"), at 10:30
a.m. (London time) or after the completion of the A2b Notes Adjourned Meeting
(whichever is later) in respect of the Class Ba Notes (the "Ba Notes Adjourned
Meeting"), at 11:00 a.m. (London time) or after the completion of the Ba Notes
Adjourned Meeting (whichever is later) in respect of the Class Ca Notes (the
"Ca Notes Adjourned Meeting"), at 11:45 a.m. (London time) or after the
completion of the Ca Notes Adjourned Meeting (whichever is later) in respect
of the Class Db Notes (the "Db Notes Adjourned Meeting") and at 12:00 p.m.
(London time) or after the completion of the Db Notes Adjourned Meeting
(whichever is later) in respect of the Class Ea Notes (the "Ea Notes Adjourned
Meeting"), access to which for Noteholders that wish to attend virtually or
appoint a proxy (other than the Tabulation Agent) will be granted only via a
Microsoft Teams video conference meeting ID to be provided by Fieldfisher LLP
upon request, for the purpose of considering and, if thought fit, passing the
resolutions set out below, which will be proposed as an Extraordinary
Resolution at each Adjourned Meeting in accordance with the provisions of the
Series Note Trust Deed dated 12 December 2006 as amended, restated, modified
and/or supplemented from time to time (the "Series Note Trust Deed") made
between the Issuer and The Bank of New York Mellon, London Branch (the "Series
Note Trustee") as trustee for the Noteholders and constituting the Notes.

Pursuant to paragraph 10.19 (Quorum required for Series Basic Terms
Modification) of the Standard Series Note Trust Provisions, the quorum
required for the Adjourned Meetings is two or more persons holding or
representing in aggregate over 25% of the aggregate GBP Equivalent Note
Principal Amount Outstanding of the Notes then outstanding held by the
Relevant Noteholder.

NOTEHOLDERS THAT HAVE NOT ALREADY VOTED ARE URGED TO VOTE BY WAY OF ELECTRONIC
VOTING INSTRUCTIONS TO BE SUBMITTED BY DIRECT PARTICIPANTS TO THE TABULATION
AGENT THROUGH THE RELEVANT CLEARING SYSTEM AND IN ACCORDANCE WITH THE
REQUIREMENTS OF SUCH CLEARING SYSTEM BY THE RELEVANT DEADLINE.

Noteholders who have submitted and not revoked (in the limited circumstances
in which revocation is permitted) a valid Eligible Noteholder Instruction or
Ineligible Noteholder Instruction in respect of the relevant Extraordinary
Resolution by 10:15 a.m. (London time) in respect of the Class A2b Notes,
10:30 a.m. (London time) in respect of the Class Ba Notes, 11:00 a.m. (London
time) in respect of the Class Ca Notes, 11:45 a.m. (London time) in respect of
the Class Db Notes and 12:00 p.m. (London time) in respect of the Class Ea
Notes, on 20 January 2022 (subject to the right of the Issuer to extend,
re-open and/or terminate the Consent Solicitation, the "Expiration Deadline
for the Adjourned Meetings"), by which they will have given instructions to
the Issuer (in its capacity as Noteholder Meeting Arranger) for the
appointment of one or more representatives of the Tabulation Agent as their
proxy to vote in favour of or against (as specified in the relevant Eligible
Noteholder Instruction or Ineligible Noteholder Instruction) the relevant
Extraordinary Resolution at each relevant Adjourned Meeting, need take no
further action to be represented at such Adjourned Meeting.

With respect to Noteholders who have submitted and not revoked (in the limited
circumstances in which revocation is permitted) a valid Electronic Voting
Instruction in respect of the Extraordinary Resolution by 10:15 a.m. (London
time) (in respect of the Class A2b Notes), 10:30 a.m. (London time) (in
respect of the Class Ba Notes), 11:00 a.m. (London time) (in respect of the
Class Ca Notes), 11:45 a.m. (London time) (in respect of the Class Db Notes)
and 12:00 p.m. (London time) (in respect of the Class Ea Notes), on 4 January
2022 (the "Original Expiration Deadline"), it is clarified that such
Electronic Voting Instructions remain valid and the relevant Noteholders need
take no further action to be represented at the Adjourned Meetings.

Capitalised terms used in this notice and not otherwise defined herein shall
have the meanings given to them in the Consent Solicitation Memorandum dated
13 December 2021 (the "Consent Solicitation Memorandum"), which is available
for inspection by Noteholders during normal business hours at the specified
offices of the Tabulation Agent on any weekday (public holidays excepted) and
on the following website:
https://i2capmark.com/event-details/19/Holder/great-hall-mortgages-no.1-plc-series-2006-1
up to and including the Adjourned Meeting Date (see "Documents Available for
Inspection" below). In accordance with normal practice, the Series Note
Trustee, the Security Trustee, the Tabulation Agent, the Principal Paying
Agent, the Series Note Calculation Agent and the Series Note Registrar have
not been involved in the formulation of the Noteholder Proposal outlined in
the Consent Solicitation Memorandum or the Extraordinary Resolutions. The
Series Note Trustee, the Security Trustee, the Tabulation Agent, the Principal
Paying Agent, the Series Note Calculation Agent and the Series Note Registrar,
express no opinion on, and make no representations as to the merits of, the
Noteholder Proposal outlined in the Consent Solicitation Memorandum or the
Extraordinary Resolutions.

None of the Series Note Trustee, the Security Trustee, the Tabulation Agent,
the Principal Paying Agent, the Series Note Calculation Agent or the Series
Note Registrar makes any representation that all relevant information has been
disclosed to Noteholders in or pursuant to this Notice of Adjourned Meetings,
the Consent Solicitation Memorandum or otherwise. None of the Series Note
Trustee, the Security Trustee, the Tabulation Agent, the Principal Paying
Agent, the Series Note Calculation Agent or the Series Note Registrar has
approved the draft Amendment Deed referred to in the Extraordinary Resolutions
set out below and the Series Note Trustee, the Security Trustee, the
Tabulation Agent, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar recommend that Noteholders arrange to
inspect and review such draft Amendment Deed as provided below in this Notice
of Adjourned Meetings. Accordingly, Noteholders should take their own
independent legal, financial, tax or other advice on the merits and the
consequences of voting in favour of the relevant Extraordinary Resolution,
including any tax consequences, and on the impact of the implementation of the
relevant Extraordinary Resolution.

None of the Series Note Trustee, the Security Trustee, the Tabulation Agent,
the Principal Paying Agent, the Series Note Calculation Agent or the Series
Note Registrar are responsible for the accuracy, completeness, validity or
correctness of the statements made in the Consent Solicitation Memorandum or
omissions therefrom or for the acts or omissions of the Issuer, or any other
person in connection with the Consent Solicitation.

Neither this Notice of Adjourned Meetings nor the Consent Solicitation
Memorandum 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. The distribution of the Consent Solicitation Memorandum may
nonetheless be restricted by law in certain jurisdictions. Persons into whose
possession the Consent Solicitation Memorandum comes are required to inform
themselves about, and to observe, any such restrictions.

To view the background, Noteholder Proposal, Consent Solicitation and
Extraordinary Resolutions, Additional Terms of the Consent Solicitation  and
General Information, please paste the following URL into the address bar of
your browser:

http://www.rns-pdf.londonstockexchange.com/rns/8241X_1-2022-1-7.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/8241X_1-2022-1-7.pdf)

This Notice of Adjourned Meetings is given by:

GREAT HALL MORTGAGES NO. 1 PLC

Dated 7 January 2022

 

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