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
£1,300,000,000 Series 2013-1 A2 Class A Asset
Backed Floating Notes originally due 2017 and amended from time to
time to be due 2025
(the "Series 2013-1 A2 Notes") (ISIN:
XS0991658989)
1.
Pursuant to Condition 16 (Notices) of the terms and conditions
of the Series 2013-1 A2 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 (2013-1 A2) supplement to Global Loan Note No. 1 dated 21
November 2013 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 (2013-1 A2)
supplement to Global Loan Note No. 1");
(b) the loan
note certificate in respect of the Class A £1,300,000,000 Series
2013-1 A2 Loan Note of Penarth Funding 1 Limited (the "Class A (2013-1 A2) Loan Note") dated
21 November 2013 (as amended, restated and/or novated from time to
time prior to the Receivables Trust Effective Date) (the
"Class A (2013- 1 A2) Loan Note
Certificate" and, together with the Class A (2013-1 A2)
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 2013-1 A2 Notes dated 21 November 2013
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 2013-1 A2 Note Trust Deed
Supplement");
(d) the final terms
in respect of the Series 2013-1 A2 Notes dated 21 November 2013 (as
amended, restated and/or novated from time to time prior to the
Issuer Effective Date (as defined below)) (the "Series 2013-1 A2 Final Terms"); and
(e) the
regulation S global note certificate in respect of the Series
2013-1 A2 Notes dated 21 November 2013 (as amended, restated and/or
novated from time to time prior to the Issuer Effective Date) (the
"Series 2013-1 A2 Reg S Global
Note Certificate" and, together with the Series 2013-1 A2
Note Trust Deed Supplement and the Series 2013-1 A2 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 2013-1 A2 Notes
falling in January 2025, which is expected to occur on 20 January
2025. The purpose of the amendments is primarily:
(a) to amend
the Scheduled Redemption Date of the Series 2013-1 A2 Notes from 18
September 2025 to 18 September 2032;
(b) to amend
the Final Redemption Date of the Series 2013-1 A2 Notes from 18
September 2027 to 18 September 2034;
(c) to amend
the Margin of the Series 2013-1 A2 Notes from 0.45 per cent. to
1.00 per cent.; and
(d) to remove the
Originator Rating Trigger.
3.
The Relevant Receivables Trust Documents will be amended effective
from the Loan Note Interest Payment Date in respect of the Class A
(2013-1 A2) Loan Note falling in January 2025, which is expected to
occur on 20 January 2025. The purpose of the amendments is
primarily:
(a) to amend
the Scheduled Redemption Date of the Class A (2013-1 A2) Loan Note
from 18 September 2025 to 18 September 2032;
(b) to amend
the Final Redemption Date of the Class A (2013-1 A2) Loan Note from
18 September 2027 to 18 September 2034;
(c) to amend
the Loan Note Interest Rate of the Series 2013-1 A2 Notes from
Compounded Daily SONIA plus 0.45 per cent., as determined by the
Calculation Agent with respect to each Loan Note Interest Period,
to Compounded Daily SONIA plus 1.00 per cent., as determined by the
Calculation Agent with respect to each Loan Note Interest Period;
and
(d) to remove the
Originator Rating Trigger.
4. For further
information and copies of the Relevant Documents as amended and
restated, please contact:
Penarth Master
Issuer plc
c/o CSC Management Services (UK) Limited (formerly
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 17
January 2025 by:
Penarth Master
Issuer plc 1 Bartholomew Lane London, EC2N 2AX