TIDM58HD
RNS Number : 0263A
Great Hall Mortgages No1 plc
28 January 2022
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
GREAT HALL MORTGAGES No. 1 PLC
Series 2006-01
(incorporated with limited liability in England and Wales under
number 5950229) (the "Issuer")
NOTICE
to the holders of the
GBP 216,300,000 Class A2a Notes due June 2038 (Common Code:
027608639; ISIN: XS0276086393) (the "Class A2a Notes")
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")
EUR 7,500,000 Class Bb Notes due June 2038 (Common Code:
027609333; ISIN: XS0276093332) (the "Class Bb Notes")
GBP 11,500,000 Class Ca Notes due June 2038 (Common Code:
027608752; ISIN: XS0276087524) (the "Class Ca Notes")
EUR 8,000,000 Class Cb Notes due June 2038 (Common Code:
027609392; ISIN: XS0276093928) (the "Class Cb Notes")
GBP 6,000,000 Class Da Notes due June 2038 (Common Code:
027608850; ISIN: XS0276088506) (the "Class Da 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" and 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 together, the
"Notes"))
On 13 December 2021, 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 13 December 2021) 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, the Series Mortgage LIBOR Hedge Agreement, the
Series Currency A2b Hedge Agreement, the Series Currency Bb Hedge
Agreement, the Series Currency Cb Hedge Agreement and the Series
Currency Db 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 13 December 2021 (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 A2a
Notes, the Class Bb Notes, the Class Cb Notes and the Class Da
Notes, held at the offices of Fieldfisher LLP at Riverbank House, 2
Swan Lane, London, EC4R 3TT on 6 January 2022 at 10:00 a.m. (London
time), 10:45 a.m. (London time), 11:15 a.m. (London time) and 11:30
a.m. (London time) respectively, and at the adjourned 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 held at the
offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London,
EC4R 3TT on 24 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 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) GBP175,400,000 (representing 100% of the total
number of votes cast at the Meeting) in respect of the Class A2a
Notes, (ii) EUR 80,180,000 (representing 100% of the total number
of votes cast at the adjourned Meeting) in respect of the Class A2b
Notes; (iii) GBP25,800,000 (representing 100% of the total number
of votes cast at the adjourned Meeting) in respect of the Class Ba
Notes); (iv) EUR 6,200,000 (representing 100% of the total number
of votes cast at the Meeting) in respect of the Class Bb Notes; (v)
GBP11,500,000 (representing 100% of the total number of votes cast
at the adjourned Meeting) in respect of the Class Ca Notes; (vi)
EUR 6,490,000 (representing 100% of the total number of votes cast
at the Meeting) in respect of the Class Cb Notes; (vii)
GBP6,000,000 (representing 100% of the total number of votes cast
at the Meeting) in respect of the Class Da Notes; (viii) EUR
6,540,000 (representing 100% of the total number of votes cast at
the adjourned Meeting) in respect of the Class Db Notes; and (ix)
GBP4,610,000 (representing 100% of the total number of votes cast
at the adjourned Meeting) in respect of the Class Ea 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 10
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 2006-1 plc
Tel: +44 203 633 1212
Website:
https://i2capmark.com/event-details/19/Holder/great-hall-mortgages-no.1-plc-series-2006-1
Email: info@i2capmark.com
This Notice is given by:
GREAT HALL MORTGAGES NO. 1 PLC
Dated 28 January 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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END
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