37XJ Holmes 54 A

TIDM37XJ

RNS Number : 4182K

Holmes Master Issuer plc

22 April 2020

Notice to Noteholders

Holmes Master Issuer plc

22 April 2020

HOLMES MASTER ISSUER PLC

(a public company incorporated with limited liability in England and Wales

with registered number 5953811)

(the Company)

NOTICE

to the holders of:

GBP340,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054

(ISIN XS1419805996/XS1419677544)

GBP582,000,000 Class Z Asset Backed Floating Rate Notes due October 2054

(ISIN XS1419677460)

(together, the Issue 2016-1 Notes)

and to the holders of:

GBP250,000,000 Class A1 Asset Backed Floating Rate Notes due October 2054

(ISIN XS1693006071)

GBP250,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054

(ISIN XS1693009091)

(together, the Issue 2017-1 Notes)

and to the holders of:

$750,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054

(ISIN XS1791715466)

GBP300,000,000 Class A3 Asset Backed Floating Rate Notes due October 2054

(ISIN XS1791440859)

(together, the Issue 2018-1 Notes)

and to the holders of:

$210,000,000 Class A1 Asset Backed Floating Rate Notes due July 2019

(ISIN US43641NBZ69/XS1872157653)

$800,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054

(ISIN US43641NCA00/XS1872157737)

GBP74,000,000 Class Z Asset Backed Floating Rate Notes due October 2054

(ISIN XS1872157810)

(together, the Issue 2018-2 Notes and, together with the Issue 2016-1 Notes, the Issue 2017-1 Notes and the Issue 2018-1 Notes, the Outstanding Notes),

each issued by the Company and constituted by a trust deed dated 28 November 2006, as amended and restated on 20 June 2007 and 12 November 2010, as supplemented on 25 March 2011, as further amended and restated on 29 June 2012 and as supplemented on 28 August 2012, 28 March 2018 and 24 May 2019 between the Company and The Bank of New York Mellon, London Branch in its capacity as trustee for the holders of the Outstanding Notes.

   1.         EXTRAORDINARY PAYMENT HOLIDAYS - AMENDMENTS TO TRANSACTION DOCUMENTS 

This Notice provides a summary of the main amendments (the Amendments) made to the Transaction Documents to address any arrangements made in extraordinary circumstances by the Seller with Borrowers, where such Borrowers will make no payments in respect of the Loans for a specified period without such Loans falling into Arrears (Extraordinary Payment Holidays), such arrangements being made pursuant to the Seller's obligations as Servicer under Principle 6 (A firm must pay due regard to the interests of its customers and treat them fairly) of the FCA Handbook and Mortgage Conduct of Business rule 2.5A.1R (A firm must act honestly, fairly and professionally in accordance with the best interests of its customer'). In this respect, following guidance from the FCA on how they expect mortgage lenders and administrators to treat customers fairly during the coronavirus crisis, the Company notes that the Seller has determined that the current coronavirus pandemic amounts to such extraordinary circumstances.

1.1 Redirection of the Seller's share of Mortgages Trustee Available Revenue Receipts to Funding

The granting of Extraordinary Payment Holidays results in a corresponding decrease in Mortgages Trustee Available Revenue Receipts available to the Mortgages Trustee to distribute to Funding on each Distribution Date.

To address any resultant decrease in Funding Available Revenue Receipts, with the current amendments, the Seller shall direct that a cash payment is made to Funding on each Distribution Date in an amount equal to Funding's share of the aggregate amount of the interest that would have been due during the Trust Calculation Period immediately preceding the current Distribution Date in respect of any Loans which are the subject of an Extraordinary Payment Holiday (the Extraordinary Payment Holiday Amount). To effect such cash payment the Seller's share of Mortgages Trustee Available Revenue Receipts shall be reduced on each Distribution Date by such amount and Funding's share of Mortgages Trustee Available Revenue Receipts increased accordingly.

If the Seller's share of Mortgages Trustee Available Revenue Receipts on any Distribution Date is insufficient to cover Funding's share of any Extraordinary Payment Holiday Amount, the Seller shall be required to make a cash payment on the subsequent Distribution Date in an amount equal to such shortfall to the extent the shortfall amount is capitalised. The Seller shall pay such capitalised shortfall by directing the Mortgages Trustee to deduct from the Seller's share of the Mortgages Trustee Available Revenue Receipts on such Distribution Date in an amount equal to such amount and to pay the same to Funding. To the extent that the Seller's share of the Mortgages Trustee Available Revenue Receipts is less than the amount required to remedy such shortfall then the Seller shall pay an amount equal to the shortfall directly to Funding from its own resources.

In consideration for the making of the payments described above, on the Trust Calculation Date immediately preceding each Distribution Date, the Seller Share will increase by an amount equal to any Capitalised Interest arising during the immediately preceding Trust Calculation Period in respect of those Loans that are subject to Extraordinary Payment Holidays.

In respect of any shortfall amount that is not capitalised, the Seller may fund such shortfall pursuant to the Extraordinary Payment Holiday Start-up Loan Agreement described below.

   1.2       New Start-up Loan Agreement 

Funding and the Seller shall enter into an Extraordinary Payment Holiday Start-up Loan Agreement (the "Agreement") pursuant to which the Seller will grant to Funding, on each Interest Payment Date, and upon the terms and subject to the conditions thereto, the Extraordinary Payment Holiday Start-up Loan Facility in an aggregate amount not to exceed the Maximum Advance Amount. If the conditions set out in the Agreement have been met, the Seller may (but shall not be obliged to) make Advances available to Funding.

The Agreement provides that Funding may request an Advance in an amount equal to the lower of (i) the Maximum Advance Amount (being the aggregate of all Extraordinary Payment Holiday Amounts in respect of affected Borrowers) and (b) any shortfall in the amount of the Funding Available Revenue Receipts (if such Advance were excluded) required to pay or provide for the amounts in paragraphs (a) to (t) (inclusive) of the Funding Pre-Enforcement Revenue Priority of Payments.

Funding is required to use each Advance as Funding Available Revenue Receipts to be applied towards making the payments and provisions referred to in paragraphs (a) to (t) (inclusive) of the Funding Pre-Enforcement Revenue Priority of Payments.

Funding will make repayments toward the Extraordinary Payment Holiday Start-up Loan (and any capitalised interest) on each Interest Payment Date, pro rata and pari passu with any amounts in respect of any Funding Loan Amounts due from Funding under the Existing Notes Redemption Reserve Loan Agreement, if, and to the extent that, there are Funding Available Revenue Receipts available therefor after making the payments and provisions referred to in paragraphs (a) to (t) (inclusive) of the Funding Pre-Enforcement Revenue Priority of Payments (which includes payments due in respect of senior expenses as well as interest on the Notes), until the Extraordinary Payment Holiday Start-up Loan (and any capitalised interest) has been fully repaid.

The Extraordinary Payment Holiday Start-up Loan Provider, acting as the New Funding Secured Creditor, shall also enter into an accession undertaking (the "Accession Undertaking") pursuant to which the New Funding Secured Creditor will accede to the provisions of the Funding Deed of Charge.

   2.         REVISED TRANSACTION DOCUMENTS 

The following Transaction Documents (the Amended Transaction Documents) have been amended and/or restated or supplemented in the process of making the Amendments described above:

   1.   the Mortgages Trust Deed; 
   2.   the Master Definitions and Construction Schedule; and 
   3.   the Cash Management Agreement. 

The Amended Transaction Documents, the Accession Undertaking and the Extraordinary Payment Holiday Start-up Loan Agreement will be available for viewing electronically by the holders of the Outstanding Notes via the following link:

https://www.santander.co.uk/uk/about-santander-uk/investor-relations/holmes-master-trust

In addition, copies of the Amended Transaction Documents, the Accession Undertaking and the Extraordinary Payment Holiday Start-up Loan Agreement will be available for inspection by the holders of the Outstanding Notes at the following office of the Principal Paying Agent.

The Bank of New York Mellon, London Branch

40th Floor

One Canada Square

Canary Wharf

London E14 5AL

United Kingdom

Capitalised terms used in this Notice shall, unless defined herein or the context otherwise requires, bear the meanings given to them in the Fifteenth Amended and Restated Master Definitions and Construction Schedule dated 21 April 2020 and the Seventeenth Amended and Restated Master Issuer Master Definitions and Construction Schedule dated 18 April 2016, which can also be viewed via the link provided above and/or obtained from the office of the Principal Paying Agent specified above.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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April 22, 2020 02:00 ET (06:00 GMT)