TIDM58HD
RNS Number : 1446Z
Great Hall Mortgages No1 plc
20 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.
FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS
ANNOUNCEMENT IS AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM
(THE "CONSENT SOLICITATION MEMORANDUM") ISSUED BY THE ISSUER TODAY,
AND NOTEHOLDERS ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN
CONJUNCTION WITH THE SAME.
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 NOTEHOLDER MEETINGS
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").
NOTICE IS HEREBY GIVEN to the holders of the Notes (the
"Noteholders") that separate meetings (each a "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 11 February 2022 (the "Meeting Date") at 10:00
a.m. (London time) in respect of the Class Aa Notes (the "Aa Notes
Meeting"), at 10:15 a.m. (London time) or after the completion of
the Aa Notes Meeting (whichever is later) in respect of the Class
Ab Notes (the "Ab Notes Meeting"), at 10:30 a.m. (London time) or
after the completion of the Ab Notes Meeting (whichever is later)
in respect of the Class Ac Notes (the "Ac Notes Meeting"), at 10:45
a.m. (London time) or after the completion of the Ac Notes Meeting
(whichever is later) in respect of the Class Ba Notes (the "Ba
Notes Meeting"), at 11:00 a.m. (London time) or after the
completion of the Ba Notes Meeting (whichever is later) in respect
of the Class Ca Notes (the "Ca Notes Meeting"), at 11:15 a.m.
(London time) or after the completion of the Ca Notes Meeting
(whichever is later) in respect of the Class Cb Notes (the "Cb
Notes Meeting"), at 11:30 a.m. (London time) or after the
completion of the Cb Notes Meeting (whichever is later) in respect
of the Class Da Notes (the "Da Notes Meeting"), at 11:45 a.m.
(London time) or after the completion of the Da Notes Meeting
(whichever is later) in respect of the Class Db Notes (the "Db
Notes Meeting"), at 12:00 p.m. (London time) or after the
completion of the Db Notes Meeting (whichever is later) in respect
of the Class Ea Notes (the "Ea Notes Meeting") and at 12:15 p.m.
(London time) or after the completion of the Ea Notes Meeting
(whichever is later) in respect of the Class Eb Notes (the "Eb
Notes 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 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.
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 10:00 a.m.
(London time) in respect of the Class Aa Notes, 10:15 a.m. (London
time) in respect of the Class Ab Notes, 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,
11:45 a.m. (London time) in respect of the Class Db Notes, 12:00
p.m. (London time) in respect of the Class Ea Notes and 12:15 p.m.
(London time) in respect of the Class Eb Notes, on 9 February 2022
(subject to the right of the Issuer to extend, re-open and/or
terminate the Consent Solicitation, the "Expiration Deadline"), 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 Meeting (or any
such adjourned Meeting), need take no further action to be
represented at such Meeting (or any such adjourned Meeting).
Capitalised terms used in this notice and not otherwise defined
herein shall have the meanings given to them in the Consent
Solicitation Memorandum dated 20 January 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 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, 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. 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 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/1446Z_1-2022-1-20.pdf
This Notice is given by:
GREAT HALL MORTGAGES NO. 1 PLC
Dated 20 January 2022
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END
MSCSESFISEESEIF
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