Notice to
noteholders
NewDay Funding Master Issuer
plc
3 April 2024
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 advisers as
you deem necessary.
This Notice is addressed only to current 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.
NEWDAY FUNDING MASTER ISSUER
PLC
1
Bartholomew Lane
London
EC2N 2AX
Registered number 11827115
(the "Issuer")
RNS ANNOUNCEMENT IN RESPECT
OF CERTAIN REDEMPTION AND RESERVE MATTERS
to
current holders of the following notes of the Issuer
presently
outstanding
£100,000,000 Class A1 Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2358473374 / Rule 144A
ISIN: XS2358473457)
$104,350,000 Class A2 Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2358473531 / Rule 144A
ISIN: US65120LAB71)
£26,950,000 Class B Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2358473705 / Rule 144A
ISIN: XS2358473887)
£39,900,000 Class C Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2358473960 / Rule 144A
ISIN: XS2358474000)
£49,350,000 Class D Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2358474182 / Rule 144A
ISIN: XS2358474265)
£27,650,000 Class E Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2358474349 / Rule 144A
ISIN: XS2358474422)
£12,950,000 Class F Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2358474695 / Rule 144A
ISIN: XS2358474778)
(the
"Notes")
On 3 April 2024, (i) the Series
2024-1 Notes were issued by NewDay Funding Master Issuer plc and
were designated as a Replacement Series in respect of the Notes,
and (ii) the Series 2021-2 Supplement (which relates to the Series
of which the Notes form part) was amended to allow certain amounts
used to cash collateralise the Notes to be allocated to each Class
or Sub-Class of Notes on a pro rata basis (rather than in order of
seniority).
Part of the proceeds of the Series
2024-1 Notes in an amount equal to £139,567,921.15 will be paid to
the Receivables Trustee and credited to the Series 2021-2 Principal
Funding Ledger and (as a result of the amendments referred to
above) allocated to each Class or Sub-Class of Series 2021-2 on a
pro rata basis. Upon the Receivables Trustee's receipt of those
proceeds, Series 2021-2 will be partially pre-funded ahead of its
Scheduled Redemption Date (which falls on the Interest Payment Date
falling in June 2024) and, in accordance with condition 9(g)
(Optional
Repurchase of Retained Notes) of the Notes, the Class
F Notes, which are Retained Notes, will be partially redeemed, in
an amount equal to the amount of the funds in the Series 2021-2
Principal Funding Ledger proportionally allocated to Class F
(£5,656,000), on 3 April 2024. The more senior Classes or
Sub-Classes of Notes will remain supported by a combination of the
outstanding amount of the Class F Notes and the cash in the Series
2021-2 Principal Funding Ledger allocated to such Classes or
Sub-Classes and the remaining outstanding amount of the Series
2021-2 Originator VFN Subordination.
As a result of such partial
pre-funding, the Required Liquidity Reserve Amount for Series
2021-2 has been proportionally reduced to £2,421,915.00, the Series
2021-2 Originator VFN Subordination has been proportionally reduced
to £7,643,364.27 and the Required Accumulation Reserve Amount has
(until such time as the Servicer determines otherwise, including as
a result of further amounts being credited to the Series 2021-2
Principal Funding Ledger) been set at £1,000,000.
A Rating Confirmation has been
received in relation to the issuance of the Series 2024-1 Notes (in
connection with which, the Rating Agencies have been notified of
the above matters).
Capitalised terms used, but not
defined, in this Notice have the meanings given to them in the
prospectus dated 2 December 2020 as supplemented on 21 January
2021.
Should any Noteholder have any
queries in relation to this Notice, such Noteholder should contact
the Issuer using the below contact details.
This Notice is given by
NEWDAY FUNDING MASTER ISSUER PLC
as Issuer
Dated 3 April 2024
LEI:
213800GBPRAJHSB5YK19
END