TIDM58HD
RNS Number : 3897B
Great Hall Mortgages No1 plc
01 June 2023
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 9 May 2023, 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 9 May 2023) so that (x) BBA LIBOR USD be
replaced with Compounded Daily SOFR as the reference rate for
calculating interest with respect to any Notes denominated in USD
and (y) the Spread Adjustment be implemented; and (ii) any
consequential or related amendments to certain terms of the Series
Currency Ac Hedge Agreement (as defined in the Note Issue
Supplement), to effect the transition from BBA LIBOR USD to
Compounded Daily SOFR as more fully described in the Amendment
Deed, by adopting each Extraordinary Resolution, all as further
described in the consent solicitation memorandum dated 9 May 2023
(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 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, held at
the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane,
London, EC4R 3TT on 31 May 2023 at 10:00 a.m. (London time), 10:15
a.m. (London time), 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), 11:45 a.m. (London time), 12:00 p.m. (London
time) and 12:15 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) GBP276,330,000 (representing 100% of the total
number of votes cast at the Meeting) in respect of the Class Aa
Notes, (ii) EUR27,300,000 (representing 100% of the total number of
votes cast at the Meeting) in respect of the Class Ab Notes; (iii)
$588,790,000 (representing 100% of the total number of votes cast
at the adjourned Meeting) in respect of the Class Ac Notes); (iv)
GBP61,640,000 (representing 100% of the total number of votes cast
at the Meeting) in respect of the Class Ba Notes; (v) GBP9,000,000
(representing 100% of the total number of votes cast at the
Meeting) in respect of the Class Ca Notes; (vi) EUR 34,030,000
(representing 100% of the total number of votes cast at the
Meeting) in respect of the Class Cb Notes; (vii) GBP2,000,000
(representing 100% of the total number of votes cast at the
Meeting) in respect of the Class Da Notes; (viii) EUR22,000,000
(representing 100% of the total number of votes cast at the
adjourned Meeting) in respect of the Class Db Notes; (ix)
GBP7,500,000 (representing 100% of the total number of votes cast
at the adjourned Meeting) in respect of the Class Ea Notes; and
EUR8,000,000 (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
September 2023 (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 BBA LIBOR USD 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
128 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/21/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 1 June 2023
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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