REG - Great Hall Mtg 1 plc - Series 2007-2 - Adjourned Meeting

MicrosoftAnnouncement

17/01/2023 17:30

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RNS Number : 0264N  Great Hall Mortgages No1 plc  17 January 2023

 

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 2007-02

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

NOTICE OF SEPARATE ADJOURNED NOTEHOLDER MEETINGS

to the holders of the

USD 600,000,000 Class Ac Notes due June 2039 (Common Code Reg S: 030846214;
ISIN Reg S: XS0308462141; Common Code 144A: 30854411; ISIN 144A: US39052PAA75;
CUSIP Number: 39052PAA7)

(the "Class Ac Notes")

GBP 75,200,000 Class Ba Notes due June 2039 (Common Code 030835697; ISIN:
XS0308356970)

(the "Class Ba Notes")

GBP 9,000,000 Class Ca Notes due June 2039 (Common Code: 030835735; ISIN:
XS0308357358)

(the "Class Ca Notes")

EUR 42,100,000 Class Cb Notes due June 2039 (Common Code: 030835573; ISIN:
XS0308355733)

(the "Class Cb Notes")

GBP 2,000,000 Class Da Notes due June 2039 (Common Code: 030835778; ISIN:
XS0308357788)

(the "Class Da Notes")

and

EUR 28,000,000 Class Db Notes due June 2039 (Common Code: 030835611; ISIN:
XS0308356111)

(the "Class Db Notes")

The Class Ac Notes, the Class Ba Notes, the Class Ca Notes, the Class Cb
Notes, the Class Da Notes and the Class Db Notes together, the "Notes".

Reference is made to the notice of meetings of the holders of the Class Aa
Notes, the Class Ab Notes, the Class Ac Notes, the Class Ba Notes, the Class
Ca Notes, the Class Cb Notes, the Class Da Notes, the Class Db Notes, the
Class Ea Notes and the Class Eb Notes issued on 16 December 2022 (the "Notice
of Noteholder Meetings").

The meetings of the holders of the Class Ac Notes, the Class Ba Notes, the
Class Ca Notes, the Class Cb Notes, the Class Da Notes and the Class Db Notes
convened by the Issuer were held at the offices of Fieldfisher LLP at
Riverbank House, 2 Swan Lane, London, EC4R 3TT on 17 January 2023 at 10:30
a.m. (London time), 10:45 a.m. (London time), 11:00 a.m. (London time), 11:15
a.m. (London time), 11:30 a.m. (London time) and 11:45 a.m. (London time)
respectively. Access to the meetings for holders of the Class Ac Notes, the
Class Ba Notes, the Class Ca Notes, the Class Cb Notes, the Class Da Notes and
the Class Db 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 Ac Notes, the Class Ba Notes, the Class
Ca Notes, the Class Cb Notes, the Class Da Notes and the Class Db Notes were
adjourned for want of a quorum.

We note that in relation to the meetings of the holders of the Class Aa Notes,
the Class Ab Notes, the Class Ea Notes and the Class Eb 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
Aa Notes, the Class Ab Notes, the Class Ac Notes, the Class Ba Notes, the
Class Ca Notes, the Class Cb Notes, the Class Da Notes, the Class Db Notes,
the Class Ea Notes and the Class Eb 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 Class convened by the Issuer will be held at the offices of
Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT on 1
February 2023 (the "Adjourned Meeting Date") at 10:30 a.m. (London time) in
respect of the Class Ac Notes (the "Ac Notes Adjourned Meeting"), at 10:45
a.m. (London time) or after the completion of the Ac 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 11:15 a.m. (London time) or after the
completion of the Ca Notes Adjourned Meeting (whichever is later) in respect
of the Class Cb Notes (the "Cb Notes Adjourned Meeting"), at 11:30 a.m.
(London time) or after the completion of the Cb Notes Adjourned Meeting
(whichever is later) in respect of the Class Da Notes (the "Da Notes Adjourned
Meeting") and at 11:45 a.m. (London time) or after the completion of the Da
Notes Adjourned Meeting (whichever is later) in respect of the Class Db Notes
(the "Db 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 28 June 2007 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 10:30 a.m. (London time) in respect of the Class Ac Notes, 10:45
a.m. (London time) in respect of the Class Ba Notes, 11:00 a.m. (London time)
in respect of the Class Ca Notes, 11:15 a.m. (London time) in respect of the
Class Cb Notes, 11:30 a.m. (London time) in respect of the Class Da Notes and
11:45 a.m. (London time) in respect of the Class Db Notes, on 30 January 2023
(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 10:30 a.m. (London
time) (in respect of the Class Ac Notes), 10:45 a.m. (London time) in respect
of the Class Ba Notes, 11:00 a.m. (London time) in respect of the Class Ca
Notes, 11:15 a.m. (London time) in respect of the Class Cb Notes, 11:30 a.m.
(London time) in respect of the Class Da Notes and 11:45 a.m. (London time) in
respect of the Class Db Notes, on 13 January 2023 (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
16 December 2022 (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-2007-2
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/0264N_1-2023-1-17.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/0264N_1-2023-1-17.pdf)

This Notice of Adjourned Meetings is given by:

GREAT HALL MORTGAGES NO. 1 PLC

Dated 17 January 2023

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