REG - Great Hall Mtg 1 plc - Series 2007-2 - Libor Amendment Resolutions passed

MicrosoftAnnouncement

11/03/2022 10:00

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RNS Number : 4975E  Great Hall Mortgages No1 plc  11 March 2022

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

GREAT HALL MORTGAGES No. 1 PLC

Series 2007-02

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

NOTICE

to the holders of the

GBP 278,800,000 Class Aa Notes due June 2039 (Common Code: 030835450; ISIN:
XS0308354504)

(the "Class Aa Notes")

EUR 30,000,000 Class Ab Notes due June 2039 (Common Code: 030835484; ISIN:
XS0308354843)

(the "Class Ab Notes")

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")

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

(the "Class Db Notes")

GBP 7,500,000 Class Ea Notes due June 2039 (Common Code: 030835786; ISIN:
XS0308357861)

(the "Class Ea Notes")

and

EUR 10,000,000 Class Eb Notes due June 2039 (Common Code: 030835646; ISIN:
XS0308356467)

(the "Class Eb Notes", 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
together, the "Notes")

On 20 January 2022, the Issuer announced an invitation to the holders of its
outstanding Notes to consider and, if thought fit, approve the Noteholder
Proposal, being (i) the modification of certain Note Specific Conditions, in
order that the Note Interest Rate Benchmark Rate be amended (as more fully set
out in Annex A to the Notice to the Noteholders dated 20 January 2022) so that
(x) LIBOR be replaced with Compounded Daily SONIA as the reference rate for
calculating interest with respect to any Notes denominated in GBP and (y) the
Spread Adjustment be implemented; and (ii) any consequential or related
amendments to certain terms of the Note Standard Conditions (as defined in the
Note Programme Memorandum), the Series Specific Provisions (as defined in the
Standard Interpretation Provision (being Clause 1 of the Standard Provisions
Document)), as set out in the Note Issue Supplement in relation to the Series
Portfolio Services Agreement and the Series Liquidity Facility Agreement,
certain other terms of the Series Liquidity Facility Agreement, the Series
Mortgage LIBOR Hedge Agreement, the Series Currency Ab Hedge Agreement, the
Series Currency Ac Hedge Agreement, the Series Currency Cb Hedge Agreement,
the Series Currency Db Hedge Agreement and the Series Currency Eb Hedge
Agreement (each as defined in the Note Issue Supplement) to effect the
transition from LIBOR to Compounded Daily SONIA as more fully described in the
Amendment Deed, by adopting each Extraordinary Resolution, all as further
described in the consent solicitation memorandum dated 20 January 2022 (the
"Consent Solicitation Memorandum"). Capitalised terms used in this notice and
not otherwise defined shall have the meanings given to them in the Consent
Solicitation Memorandum.

NOTICE IS HEREBY GIVEN to the holders of the Notes (the "Noteholders") that at
the Meetings of the holders of the Class Aa Notes, the Class Ab Notes, the
Class Ba Notes, the Class Ca Notes, the Class Cb Notes, the Class Da Notes and
the Class Eb Notes, held at the offices of Fieldfisher LLP at Riverbank House,
2 Swan Lane, London, EC4R 3TT on 11 February 2022 at 10:00 a.m. (London time),
10:15 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 12:15 p.m. (London
time) respectively, and at the adjourned Meetings of the holders of the Class
Ac Notes, the Class Db Notes and the Class Ea Notes, held at the offices of
Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT on 1 March
2022 at 10:30 a.m. (London time), 11:45 a.m. (London time) and 12.00 p.m.
(London time) respectively, access to which for Noteholders that wished to
attend virtually or appoint a proxy (other than the Tabulation Agent) was
granted only via a Microsoft Teams video conference meeting ID provided by
Fieldfisher LLP upon request, (i) the quorum was reached and (ii) each
Extraordinary Resolution previously notified to Noteholders in accordance with
the terms of the Series Note Trust Deed was duly passed.

The number of votes cast in favour of the Extraordinary Resolution was (i)
£238,260,000 (representing 100% of the total number of votes cast at the
Meeting) in respect of the Class Aa Notes, (ii) €28,200,000 (representing
100% of the total number of votes cast at the Meeting) in respect of the Class
Ab Notes; (iii) $403,400,000 (representing 100% of the total number of votes
cast at the adjourned Meeting) in respect of the Class Ac Notes); (iv)
£71,500,000 (representing 100% of the total number of votes cast at the
Meeting) in respect of the Class Ba Notes; (v) £9,000,000 (representing 100%
of the total number of votes cast at the Meeting) in respect of the Class Ca
Notes; (vi) € 40,050,000 (representing 100% of the total number of votes
cast at the Meeting) in respect of the Class Cb Notes; (vii) £2,000,000
(representing 100% of the total number of votes cast at the Meeting) in
respect of the Class Da Notes; (viii) €22,000,000 (representing 100% of the
total number of votes cast at the adjourned Meeting) in respect of the Class
Db Notes; (ix) £3,390,000 (representing 100% of the total number of votes
cast at the adjourned Meeting) in respect of the Class Ea Notes; and
€8,000,000 (representing 100% of the total number of votes cast at the
Meeting) in respect of the Class Eb Notes.

Effective Date

The Amendment Deed implementing the Noteholder Proposal, for which each of the
Extraordinary Resolutions was passed, will be executed by all relevant parties
as soon as practicable and will have effect on and from the Interest Payment
Date falling on 18 March 2022 (the "Effective Date"). For the avoidance of
doubt, the reference rate applicable to the Notes up to but excluding the
Effective Date will continue to be LIBOR and the interest payment to be made
on the Effective Date will not be affected by the pricing methodology
described in the Consent Solicitation Memorandum.

Further information can be obtained from the Issuer or the Tabulation Agent
directly:

 

The Issuer

Great Hall Mortgages No. 1 plc
8(th) Floor 100 Bishopsgate

London

United Kingdom

EC2N 4AG

Attention:            The Directors

Tel:                     +44 20 7606 5451

Fax:                    +44 20 7606 0643

Email:                 corpservices@lawdeb.com

 

The Tabulation Agent

i2 Capital Markets

Kemp House

160 City Rd

London

EC1V 2NX

United Kingdom

Attention: The Directors re Great Hall Mortgages 2007-2 plc

Tel:           +44 203 633 1212

Website:
https://i2capmark.com/event-details/19/Holder/great-hall-mortgages-no.1-plc-series-2007-2

Email:       info@i2capmark.com

 

This Notice is given by:

GREAT HALL MORTGAGES NO. 1 PLC

Dated 11 March 2022

 

None of the Issuer, the Tabulation Agent, the Series Note Trustee, the
Security Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar or any director, officer, employee, agent
or affiliate of any such person is acting for any Noteholder, or will be
responsible to any Noteholder for providing any protections which would be
afforded to its clients or for providing advice in relation to the Consent
Solicitation or the Extraordinary Resolutions. This announcement must be read
in conjunction with the Consent Solicitation Memorandum. No offer to acquire
any Notes is being made pursuant to this announcement. If any holder of Notes
is in any doubt as to any action it should take in relation to the contents of
this announcement, it is recommended to seek its own advice, including as to
any tax consequences, from its broker, bank manager, solicitor, accountant or
other independent adviser.

The distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement comes are
required by each of the Issuer, the Tabulation Agent, the Series Note Trustee,
the Security Trustee, the Principal Paying Agent, the Series Note Calculation
Agent and the Series Note Registrar to inform themselves about, and to
observe, any such restrictions.

 

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