TIDM60FV
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 are in any doubt as to the action you should take, you
are recommended to seek your own financial advice immediately from
your stockbroker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and
Markets Act 2000 (if you are in the United Kingdom), or from
another appropriately authorised independent financial adviser and
such other professional advice from your own professional advisors
as you deem necessary.
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 have recently sold or otherwise transferred your entire
holding(s) of Notes referred to below, you should immediately
forward this document 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 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.
In accordance with normal practice, none of the Issuer, the Note
Trustee, the Security Trustee, the Agents or their affiliates (or
their respective directors, employees, officers, consultants or
agents) expresses any view or opinion whatsoever as to the Proposed
Amendments, the Amended Documents (each as defined below) or the
information set out in this Notice; and none of the Note Trustee
nor the Security Trustee makes any representation or recommendation
whatsoever as to any action to be taken or not taken by Noteholders
in relation to the Proposed Amendments, the Amended Documents or
this Notice, or any document prepared in connection with any of
them. Accordingly, the Issuer, the Note Trustee and the Security
Trustee urge Noteholders who are in doubt as to the impact of the
implementation of the Proposed Amendments, the Amended Documents or
this Notice or any document prepared in connection with any of them
(including any tax or other consequences), to seek their own
independent financial, tax and legal advice. Each of the Issuer,
the Note Trustee and the Security Trustee has not made, nor will
they make, any assessment of the merits of the Proposed Amendments,
the Amended Documents or this Notice or of the impact of the
Proposed Amendments, the Amended Documents or this Notice on the
interests of the Noteholders either as a class or as
individuals.
Income Contingent Student Loans 2 (2007-2009) PLC
(Registered Number: 11493196)
10th Floor, 5 Churchill Place
London, United Kingdom, E14 5HU
(the "Issuer")
NOTICE OF A MASTER SERVICER MODIFICATION
to the holders of the following notes of the Issuer presently
outstanding
GBP545,916,307.67 Class A1 Asset-Backed Floating Rate Notes due
2058 (ISIN: XS1915118910), GBP677,576,900.00 Class A2 Asset-Backed
Fixed Rate Notes due 2058 (ISIN: XS1915119132), GBP184,304,000.00
Class B Notes due 2058 (ISIN: XS1915119215), GBP1,791,439,000.00
Class X Notes due 2058 and GBP168,382,873.51 Retention Note due
2058
(the "Noteholders" and the "Notes", respectively)
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
NOTICE IS HEREBY GIVEN by the Issuer to the Noteholders in
accordance with Condition 16 (Notices to Noteholders) that the
Issuer and the Master Servicer intend to amend various documents
specified in this notice on or about 22 December 2020 in order to
effect the Proposed Amendments (as defined below) to reflect the
implementation of the project to deliver repayment system
enhancements to allow more frequent data transfers between HMRC and
the Student Loans Company in relation to ICR Loans repaid via
PAYE.
1. We refer to the note trust deed dated 11 December 2018 between the Issuer
and Citicorp Trustee Company Limited as note trustee (as amended,
supplemented and restated from time to time, the "Note Trust Deed"),
including the terms and conditions of the Notes set out at Schedule 6
thereto (the "Conditions"), pursuant to which the Notes were constituted
on the terms and subject to the conditions contained therein.
2. Pursuant to Condition 14.6 (Modifications to the Master Servicing
Agreement) and Clause 9.5 (Modifications to the Master Servicing
Agreement) of the Note Trust Deed, the Note Trustee shall be obliged,
without the consent or sanction of the Noteholders or any other Secured
Creditor who is not a party to the Master Servicing Agreement to direct
the Security Trustee to concur with the Issuer and the Master Servicer in
making any modification to the Services set out in the Master Servicing
Agreement for the purposes of implementing or reflecting any change to
the systems, processes and procedures of the Master Servicer for
collection of income tax in the United Kingdom; provided that the
procedural formalities and certifications of Condition 14.6
(Modifications to the Master Servicing Agreement) and Clause 9.5
(Modifications to the Master Servicing Agreement) of the Note Trust Deed
have been met.
3. We refer to the notice given by the Issuer to the Noteholders on 22
October 2020 which set out the intention of the Issuer to amend the
Amended Documents to reflect terminology and processes following the
implementation of the project to deliver repayment system enhancements to
allow more frequent data transfers between HMRC and the Student Loans
Company in relation to ICR Loans repaid via PAYE (the "Initial Noteholder
Notice"). The Master Servicer now proposes to make an additional
amendment to the definition of Servicing Fee to align with the changes
notified to the Noteholders in the Initial Noteholder Notice. The Issuer
therefore has issued this notice to supplement the Initial Noteholder
Notice.
4. The Master Servicer and the Issuer intend to amend the Conditions, the
Note Trust Deed, the Master Servicing Agreement, the Loan Sale Agreement
and the Master Definitions and Construction Agreement (the "Amended
Documents") to reflect terminology and processes following the
implementation of the project to deliver repayment system enhancements to
allow more frequent data transfers between HMRC and the Student Loans
Company in relation to ICR Loans repaid via PAYE.
The Amended Documents in blackline format and the changes to the
Amended Documents since the Initial Noteholder Notice was issued
can each be viewed at the following link
https://www.sf.citidirect.com, and the changes set out therein
being the "Proposed Amendments".
1. Pursuant to Condition 14.6(a) (Modifications to the Master Servicing
Agreement) and Clause 9.5 (Modifications to the Master Servicing
Agreement) of the Note Trust Deed the Note Trustee is required to concur
with the Issuer and the Master Servicer in making the Proposed Amendments
if:
1. the Master Servicer has certified in writing to the Issuer, the
Note Trustee and the Security Trustee that such modification is
necessary for the purposes described above and has been drafted
solely to such effect; and
2. all other conditions set out in Condition 14.6 (Modifications to
the Master Servicing Agreement) and Clause 9.5 (Modifications to
the Master Servicing Agreement) of the Note Trust Deed have been
satisfied.
2. Pursuant to Clause 9.7 (Instructions to Security Trustee) of the Note
Trust Deed, to the extent that any modification referred to in Clause 9.5
(Modifications to the Master Servicing Agreement) of the Note Trust Deed
requires the consent of the Security Trustee, the Note Trustee shall (to
the extent that it remains an Instructing Secured Creditor) direct the
Security Trustee to consent to such modification to the extent that the
Note Trustee itself is required or determines to grant such consent.
3. Copies of the Note Trust Deed, drafts of the Amended Documents and
related documents may be inspected in electronic or physical form during
usual business hours at the registered office of the Issuer or the
Principal Paying Agent. Capitalised terms used but not otherwise defined
herein shall have the meanings given to them in the documents specified
in this notice, as applicable.
4. Noteholders with queries concerning the content of this Notice are kindly
requested to contact the Master Servicer using the details set out below.
Contact Details:
Master Servicer: The Secretary of State for Education
Sanctuary Buildings
20 Great Smith Street
London
SW1P 3BT
Telephone: +44(0) 370 000 2288 Email:
Master.Servicer@education.gov.uk Attention: Sinead
O'Sullivan, Susan Acland-Hood, Ailsa Harris
This Notice is given by
Income Contingent Student Loans 2 (2007-2009) PLC
as Issuer
Dated 19 November 2020
View source version on businesswire.com:
https://www.businesswire.com/news/home/20201119005601/en/
CONTACT:
Income Contingent Student Loans 2 (2007-2009) PLC
SOURCE: Income Contingent Student Loans 2 (2007-2009) PLC
Copyright Business Wire 2020
(END) Dow Jones Newswires
November 19, 2020 05:26 ET (10:26 GMT)
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