Notice to
noteholders
RNS Number: 0062L
NewDay Funding Master Issuer
plc
5 November 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
£103,400,000 Class A1 Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2399701171 / Rule 144A ISIN:
XS2399701254)
$100,000,000 Class A2 Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2399701338 / Rule 144A ISIN:
US65120LAD38)
£24,850,000 Class B Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2399700280 / Rule 144A ISIN:
XS2399700447)
£39,550,000 Class C Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2399700520 / Rule 144A ISIN:
XS2399700793)
£49,700,000 Class D Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2399790927 / Rule 144A ISIN:
XS2399791149)
£27,300,000 Class E Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2399805972 / Rule 144A ISIN:
XS2399827604)
£13,300,000 Class F Asset
Backed Floating Rate Notes due 2024
(Reg S ISIN:
XS2399827943 / Rule 144A ISIN:
XS2399973176)
(the
"Series 2021-3
Notes")
£75,800,000 Class A1 Asset
Backed Floating Rate Notes due 2025
(Reg S ISIN:
XS2452635118 / Rule 144A ISIN:
XS2452635209)
$100,000,000 Class A2 Asset
Backed Floating Rate Notes due 2025
(Reg S ISIN:
XS2452635381 / Rule 144A ISIN:
US65120LAK70)
£21,000,000 Class B Asset
Backed Floating Rate Notes due 2025
(Reg S ISIN:
XS2452635464 / Rule 144A ISIN:
XS2452635621)
£36,300,000 Class C Asset
Backed Floating Rate Notes due 2025
(Reg S ISIN:
XS2452635548 / Rule 144A ISIN:
XS2452635894)
£40,800,000 Class D Asset
Backed Floating Rate Notes due 2025
(Reg S ISIN:
XS2452635977 / Rule 144A ISIN:
XS2452636199)
£23,700,000 Class E Asset
Backed Floating Rate Notes due 2025
(Reg S ISIN:
XS2452636272 / Rule 144A ISIN:
XS2452636355)
£11,100,000 Class F Asset
Backed Floating Rate Notes due 2025
(Reg S ISIN:
XS2452636439 / Rule 144A ISIN:
XS2452636512)
(the
"Series 2022-1
Notes", together with the Series 2021-3 Notes, the
"Notes")
On 5 November 2024, (i) the Series
2024-3 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 2021-3 Supplement and the Series 2022-1
Supplement (each of which relates to a Series of which the Notes
form part) were amended to allow certain amounts used to cash
collateralise the Notes to be allocated to each Class or Sub-Class
of Series 2021-3 and Series 2022-1, respectively, on a pro rata
basis (rather than in order of seniority).
Part of the proceeds of the Series
2024-3 Notes in an amount equal to £209,977,060.94 will be paid to
the Receivables Trustee and credited to the Series 2021-3 Principal
Funding Ledger and (as a result of the amendments referred to
above) allocated to each Class or Sub-Class of Series 2021-3 on a
pro rata basis. Upon the Receivables Trustee's receipt of those
proceeds, Series 2021-3 will be fully pre-funded ahead of its
Scheduled Redemption Date (which falls on the Interest Payment Date
falling in November 2024) and, in accordance with condition 9(g)
(Optional
Repurchase of Retained Notes) of the 2021-3 Notes,
the Class F Notes, which are Retained Notes, will be fully
redeemed, in an amount equal to the amount of the funds in the
Series 2021-3 Principal Funding Ledger proportionally allocated to
Class F (£8,400,000.00), on 5 November 2024.
As a result of such pre-funding, the
Required Liquidity Reserve Amount for Series 2021-3 has been
reduced to zero, the Series 2021-3 Originator VFN Subordination has
been reduced to zero and the Required Accumulation Reserve Amount
for Series 2021-3, which had previously been set at £1,000,000,
remains unchanged.
Part of the proceeds of the Series
2024-3 Notes in an amount equal to £75,021,993.02 will be paid to
the Receivables Trustee and credited to the Series 2022-1 Principal
Funding Ledger and (as a result of the amendments referred to
above) allocated to each Class or Sub-Class of Series 2022-1 on a
pro rata basis. Upon the Receivables Trustee's receipt of those
proceeds, Series 2022-1 will be partially pre-funded ahead of its
Scheduled Redemption Date (which falls on the Interest Payment Date
falling in April 2025) and, in accordance with condition 9(g)
(Optional
Repurchase of Retained Notes) of the 2022-1 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 2022-1 Principal Funding Ledger proportionally allocated to
Class F (£2,921,000.00), on 5 November 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 2022-1 Principal Funding Ledger allocated to
such Classes or Sub-Classes and the remaining outstanding amount of
the Series 2022-1 Originator VFN Subordination.
As a result of such partial
pre-funding, the Required Liquidity Reserve Amount for Series
2022-1 has been proportionally reduced to £3,020,736.24, the Series
2022-1 Originator VFN Subordination has been proportionally reduced
to £11,051,474.05 and the Required Accumulation Reserve Amount
Series 2022-1 has (until such time as the Servicer determines
otherwise, including as a result of further amounts being credited
to the Series 2022-1 Principal Funding Ledger) been set at
£1,000,000.
A Rating Confirmation has been
received in relation to the issuance of the Series 2024-3 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 5 November 2024
LEI:
213800GBPRAJHSB5YK19
END