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