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
£600,000,000 Series 2014-2 B1
Class B Asset Backed Floating Notes originally due
2021
and amended to be due
2025
(the
"Series 2014-2 B1
Notes")
(ISIN:
XS1117709219)
1.
Pursuant to Condition 16 (Notices) of the terms and conditions
of the Series 2014-2 B1 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 B (2014-2 B1) supplement to Global Loan
Note No. 1 dated 20 October 2014 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 B (2014-2 B1)
supplement to Global Loan Note No. 1");
(b) the
loan note certificate in respect of the Class B £600,000,000 Series
2014-2 B1 Loan Note of Penarth Funding 1 Limited (the "Class B (2014-2 B1) Loan Note") dated
20 October 2014 (as amended, restated and/or novated from time to
time prior to the Receivables Trust Effective Date) (the
"Class B (2014-2 B1) Loan Note
Certificate" and, together with the Class B (2014-2 B1)
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 2014-2 B1 Notes dated 20
October 2014 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 2014-2 B1 Note Trust Deed
Supplement");
(d) the final terms in respect of the Series 2014-2 B1 Notes dated
17 October 2014 (as amended, restated and/or novated from time to
time prior to the Issuer Effective Date (as defined below)) (the
"Series 2014-2 B1 Final
Terms"); and
(e)
the regulation S global note certificate in
respect of the Series 2014-2 B1 Notes dated 20 October 2014 (as
amended, restated and/or novated from time to time prior to the
Issuer Effective Date) (the "Series 2014-2 B1 Reg S Global Note
Certificate" and, together with the Series 2014-2 B1 Note
Trust Deed Supplement and the Series 2014-2 B1 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
2014-2 B1 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 2014-2 B1 Notes from 18 September 2025 to 18 September
2032;
(b)
to amend the Final Redemption Date of the Series
2014-2 B1 Notes from 18 September 2027 to 18 September
2034;
(c)
to amend the Margin of the Series 2014-2 B1 Notes
from 1.327 per cent. to 1.50 per cent.; and
(d) references to S&P as a rating agency will be removed.
3. The
Relevant Receivables Trust Documents will be amended effective from
the Loan Note Interest Payment Date in respect of the Class B
(2014-2 B1) 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 B (2014-2
B1) Loan Note from 18 September 2025 to 18 September
2032;
(b) to amend the Final Redemption Date of the Class B (2014-2 B1)
Loan Note from 18 September 2027 to 18 September 2034;
(c) to
amend the Loan Note Interest Rate of the Series 2014-2 B1 Notes
from Compounded Daily SONIA plus 1.327 per cent., as determined by
the Calculation Agent with respect to each Loan Note Interest
Period, to Compounded Daily SONIA plus 1.50 per cent., as
determined by the Calculation Agent with respect to each Loan Note
Interest Period; and
(d) to remove references to S&P as a rating agency.
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