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THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014

Income Contingent Student Loans 2 (2007-2009) PLC

(Registered Number: 11493196)

10(th) Floor, 5 Churchill Place

London, United Kingdom, E14 5HU

(the "Issuer")

NOTICE OF BASE RATE 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 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 intends to amend the base rate component of the Interest Rate applicable to the Class A1 Notes and the portion of the Retention Note comprising the Retention Tranche A1 on or around 6 May 2021, by amending the documents specified in this notice in order to effect the Proposed Amendments (as defined below).

   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. Subject as otherwise provided in this notice and unless there is anything 
      in the subject or context inconsistent therewith, all words and 
      expressions defined in the Note Trust Deed shall have the same meanings 
      in this notice. 
 
   3. Pursuant to Clause 9.2(g) of the Note Trust Deed and Condition 14.3(g) 
      (Additional modification rights), the Note Trustee is obliged, without 
      the consent or sanction of the Noteholders or any other Secured Creditor, 
      to concur with the Issuer in making any modifications to the Notes, the 
      Deed of Charge, the Note Trust Deed or any other Transaction Documents as 
      are necessary or advisable in the reasonable judgement of the Issuer in 
      order to enable the Issuer to amend the Applicable Base Rate to an 
      Alternative Base Rate provided that (i) such modification is undertaken 
      due to the circumstances set out in Clause 9.3(a) of the Note Trust Deed 
      and Condition 14.4(a), (ii) the Alternative Base Rate is a rate that 
      satisfies the requirements of Clause 9.3(b) of the Note Trust Deed and 
      Condition 14.4(b) and (iii) the other procedural formalities of Clauses 
      9.3 and 9.4 of the Note Trust Deed and Condition 14.4 (Base Rate 
      Modification Certificate) and 14.5 (Modification Conditions) have been 
      met. 
 
   4. The Issuer proposes to amend the Conditions (by supplementing the Note 
      Trust Deed) and the Master Definitions and Construction Agreement (the 
      Note Trust Deed and the Master Definitions and Construction Agreement 
      being the "Amended Documents") as described below to: 
 
          1. remove references to "LIBOR"; 
 
          2. change the Applicable Base Rate to refer to a "SONIA" based rate; 
             and 
 
          3. change the interest rate calculation provisions in relation to the 
             Applicable Base Rate to refer to a "SONIA" based rate; and 
 
          4. change the margin payable on the Class A1 Notes and the portion of 
             the Retention Note comprising the Retention Tranche A1 in order to, 
             so far as reasonably and commercially practicable, preserve what 
             would have been the expected Interest Rate applicable to the Class 
             A1 Notes and the portion of the Retention Note comprising the 
             Retention Tranche A1 had no Base Rate Modification been effected, 
 

(such amendments together the "Proposed Base Rate Modification").

The Amended Documents can be viewed at the following link https://www.sf.citidirect.com, and the changes set out therein being the "Proposed Amendments".

   1. The Proposed Base Rate Modification is being undertaken due to: 
 
          1. a public statement by the Financial Conduct Authority of the UK 
             (the "FCA") as supervisor of the administrator of LIBOR (which is 
             the Applicable Base Rate) that LIBOR will be permanently or 
             indefinitely discontinued with effect from a date no later than 
             six months after the proposed effective date of such Base Rate 
             Modification; 
 
          2. a public statement by the FCA as supervisor of the administrator 
             of LIBOR (which is the Applicable Base Rate) that means LIBOR will 
             be prohibited from being used and that its usage is subject to 
             restrictions or adverse consequences with effect from a date no 
             later than six months after the proposed effective date of such 
             Base Rate Modification; and 
 
          3. a Base Rate Modification is being proposed pursuant to Clause 
             9.2(g) of the Note Trust Deed and Condition 14.3(g), 
 

where the proposed effective date is 25 July 2022 (being the first Distribution Date falling after the occurrence of the events set out in paragraph (a), (b) and/or (c) above).

   1. In connection with the Proposed Base Rate Modification, an adjustment to 
      the margin payable on the Class A1 Notes and the portion of the Retention 
      Note comprising the Retention Tranche A1 will be made. The proposed 
      method of calculation and intended date of calculation is set out in 
      Appendix 1 (Note Rate Maintenance Adjustment) hereto. This adjustment is 
      necessary, in the opinion of the Issuer, in order to, so far as 
      reasonably and commercially practicable, preserve what would have been 
      the expected Interest Rate applicable to the Class A1 Notes and the 
      portion of the Retention Note comprising Tranche A1 had no Base Rate 
      Modification been effected. 
 
   2. Pursuant to Clause 9.4(f)(iii) of the Note Trust Deed and Condition 
      14.5(f)(iii) (Modification Conditions) the Note Trustee is required to 
      concur with the Issuer in making the Proposed Base Rate Modification if: 
 
          1. the Issuer has certified in writing to the Note Trustee that it 
             has not been notified that Noteholders representing at least 10 
             per cent. of the aggregate Note Principal Amount of either the 
             Class A1 Notes or the Class A2 Notes then Outstanding do not 
             consent to the Proposed Base Rate Modification within 40 calendar 
             days of the date of this notice; and 
 
          2. all other conditions set out in Condition 14.4 (Base Rate 
             Modification Certificate) and 14.5 (Modification Conditions) have 
             been satisfied. 
 
   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. Pursuant to Clause 9.4(e) of the Note Trust Deed and Condition 14.5(e), 
      the Issuer has provided each of the Rating Agencies with at least 10 
      Business Days prior notice of the Proposed Base Rate Modification in 
      writing. 
 
   5. Noteholders holding Class A1 Notes or Class A2 Notes as at 6 April 2021 
      (the "Base Rate Modification Record Date") who wish to notify the Issuer 
      that they object to the Proposed Amendments must do so by 4 p.m. (London 
      time) on 26 April 2021 (the "Deadline"). No physical meetings of 
      Noteholders will be held. 
 
   6. NO ACTION IS REQUIRED TO BE TAKEN BY ANY NOTEHOLDER WHO DOES NOT WISH TO 
      OBJECT TO THE PROPOSED BASE RATE MODIFICATION. 
 
   7. Each Noteholder holding Class A1 Notes or Class A2 Notes that wishes to 
      vote to object to the Proposed Amendments must ensure that it gives 
      electronic voting instructions to the relevant clearing system (in 
      accordance with that clearing system's procedures): 
 
          1. TO REJECT the Proposed Amendments; and 
 
          2. specifying the full name of the direct participant submitting the 
             voting instruction and the account number(s) for the party making 
             the voting submission(s), 
 

such that the Tabulation Agent will receive that Noteholder's voting instructions on or before the Deadline.

   1. Any beneficial owner of Class A1 Notes or Class A2 Notes who is not a 
      direct participant in the clearing systems must contact its broker, 
      dealer, bank, custodian, trust company or other nominee to arrange for 
      the accountholder in Euroclear or Clearstream as the case may be, through 
      which it holds Class A1 Notes or Class A2 Notes to deliver an electronic 
      voting instruction in accordance with the requirements of the relevant 
      clearing system. 
 
   2. By providing instructions as described above, each beneficial owner of 
      the Notes authorises the clearing systems at which their account is 
      maintained to disclose to the Tabulation Agent, the Principal Paying 
      Agent, the Note Trustee and the Issuer, confirmation that they are the 
      beneficial owner of such Class A1 Notes or Class A2 Notes and the Note 
      Principal Amount of such Class A1 Notes or Class A2 Notes. 
 
   3. If "No" votes are received from Noteholders equal to at least 10 per 

      cent. of the aggregate Note Principal Amount of either the Class A1 Notes 
      or the Class A2 Notes then Outstanding by the Deadline, the Issuer will 
      not be entitled to enter into the Proposed Amendments unless an 
      Extraordinary Resolution of the Noteholders of the Senior Class then 
      Outstanding is subsequently passed approving the Proposed Amendments. 
      Following expiry of the Deadline, the Tabulation Agent will calculate the 
      number of objection instructions received and notify each of the Issuer, 
      the Note Trustee and the Security Trustee. If the 10 per cent. threshold 
      is not reached, the Issuer, the Note Trustee, the Security Trustee and 
      the other parties to the Amended Documents will, provided all other 
      necessary conditions have been satisfied in accordance with the 
      Transaction Documents and the Conditions, enter into the Amended 
      Documents on or around 6 May 2021 and Noteholders will be bound by such 
      Proposed Amendments. Votes delivered in favour of the Proposed 
      Amendments. Votes submitted by Noteholders holding Notes other than the 
      Class A1 Notes and Class A2 Notes and votes submitted by Noteholders who 
      were not Noteholders as at the Base Rate Modification Record Date will 
      not be counted. 
 
   4. Additional notifications will be made to Noteholders in accordance with 
      Condition 16 (Notices to Noteholders) as soon as reasonably practicable 
      following the Deadline, notifying Noteholders of the voting results. 
 
   5. Noteholders with queries concerning the content of this Notice are kindly 
      requested to contact the Issuer, the Secretary of State for Education in 
      its capacity as the Master Servicer, HSBC Bank plc in its capacity as the 
      solicitation agent (the "Solicitation Agent") or Lucid Issuer Services 
      Limited as tabulation agent (the "Tabulation Agent") using the details 
      set out below. 
 

Contact Details:

 
Issuer:                Income Contingent Student Loans 2 (2007-2009) PLC 
                        10th Floor, 5 Churchill Place 
                        London, United Kingdom 
                        E14 5HU 
                        Facsimile: +44 (0)207 513 2388 
                        Email: ICSL2-UK@cscgfm.com 
                        Attention: the Directors 
Master Servicer:       The Secretary of State for Education Sanctuary 
                       Buildings 20 Great Smith Street London SW1P 3BT Email: 
                       Master.Servicer@education.gov.uk Attention: Sinead 
                       O'Sullivan, Susan Acland-Hood, Ailsa Harris 
Solicitation Agent:    HSBC Bank plc 
                        8 Canada Square 
                        London 
                        E14 5HQ 
                       Tel: +44 (0)20 79926237 
                        Email: LM_EMEA@hsbc.com 
                        Attention: Liability Management Group 
Tabulation Agent:      Lucid Issuer Services Limited 
                        Tankerton Works 
                        12 Argyle Street 
                        London 
                        WC1H 8HA 
                        Tel: +44 (0) 20 7704 0880 
                        Email: icsl@lucid-is.com 
                        Attention: Owen Morris / David Shilson 
 

This Notice is given by

Income Contingent Student Loans 2 (2007-2009) PLC

as Issuer

Dated 26 March 2021

Appendix 1

Note Rate Maintenance Adjustment

The Proposal

Conversion of the base rate component of the Interest Rate applicable to the Class A1 Asset-Backed Floating Rate Notes due 2058 (XS1915118910) and the portion of the Retention Note comprising the Retention Tranche A1 issued by Income Contingent Student Loans 2 (2007-2009) PLC (together, the "Notes") from LIBOR to SONIA, with a consequential adjustment to the current margin applicable to the Interest Rate payable on the Class A1 Notes and the portion of the Retention Note comprising Retention Tranche 1.

Rationale for the Proposal

The margin applicable to the Interest Rate in relation to the Class A1 Notes and the portion of the Retention Note comprising Retention Tranche 1 on conversion of the base rate component of the Interest Rate applicable to the Class A1 Notes and the portion of the Retention Note comprising Retention Tranche A1 from LIBOR to SONIA be amended to a margin which is equal to (a) the margin originally applicable to the Class A1 Notes and the portion of the Retention Note comprising Retention Tranche A1 plus (b) the Rate Adjustment (as such term is defined below).

The Issuer, the Note Trustee, the Security Trustee and the other parties to the Amended Documents will enter into the Amended Documents on or around 6 May 2021 and Noteholders will be bound by such Proposed Amendments. The Distribution Date on which the change in reference rate from LIBOR to SONIA is proposed to occur will be the Distribution Date falling in July 2022, being 25 July 2022 (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 LIBOR and the interest payment made on the Effective Date will not be affected by the pricing methodology described herein.

The Margin Adjustment

The Interest Rate applicable to the Class A1 Notes and the portion of the Retention Note comprising Retention Tranche A1 will, with effect from the Effective Date, be an amount equal to the Compounded Daily SONIA plus:

A. 1.00 per cent.; plus

B. the Rate Adjustment,

(the "Adjusted Class A1 Margin").

Where "Rate Adjustment" means 0.4644%, being the Spread Adjustment (as defined in Supplement number 70 to the 2006 ISDA Definitions (the "ISDA IBORs Fallback Supplement")) for 12 month Sterling LIBOR, as specified on Bloomberg screen "SBP0012M Index", or any successor page, as calculated by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time) in relation to 12 month Sterling LIBOR.

The method of calculation specified for the purposes of calculating the Adjusted Class A1 Margin above accords with the methodology for such adjustments contained in the ISDA IBORs Fallback Supplement found at http://assets.isda.org/media/3062e7b4/23aa1658-pdf/.

The detailed provisions relating to the calculation of Compounded Daily SONIA are set out in the Amended Documents.

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 Solicitation Agent, 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 Base Rate Modification, the Proposed Amendments, the Amended Documents (each as defined below) or the information set out in this Notice; and none of the Solicitation Agent, 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 Base Rate Modification, the Proposed Amendments, the Amended Documents or this Notice, or any document prepared in connection with any of them. Accordingly, the Issuer, the Solicitation Agent, the Note Trustee and the Security Trustee urge Noteholders who are in doubt as to the impact of the implementation of the Proposed Base Rate Modification, 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, the Security Trustee and the Solicitation Agent has not made, nor will they make, any assessment of the merits of the Proposed Base Rate Modification, the Proposed Amendments, the Amended Documents or this Notice or of the impact of the Proposed Base Rate Modification, the Proposed Amendments, the Amended Documents or this Notice on the interests of the Noteholders either as a class or as individuals.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210326005317/en/

 
    CONTACT: 

Income Contingent Student Loans 2 (2007-2009) PLC

 
    SOURCE: Income Contingent Student Loans 2 (2007-2009) PLC 
Copyright Business Wire 2021 
 

(END) Dow Jones Newswires

March 26, 2021 10:40 ET (14:40 GMT)