37XJ Holmes 54 A

TIDM37XJ

RNS Number : 9660P

Holmes Master Issuer plc

15 October 2019

Notice to Noteholders

Holmes Master Issuer plc

15 October 2019

HOLMES MASTER ISSUER PLC

(incorporated with limited liability in England and Wales registered number 5953811)

(the Issuer)

2 Triton Square

Regent's Place

London NW1 3AN

NOTICE

and to the holders of:

GBP250,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054

(ISIN XS1693009091) (the Series 2017-1 Class A2 Notes)

and to the holders of:

GBP300,000,000 Class A3 Asset Backed Floating Rate Notes due October 2054

(ISIN XS1791483826/XS1791440859) (the Series 2018-1 Class A3 Notes and together with the Series 2017-1 Class A2 Notes, the Notes),

each issued by the Issuer and constituted by a trust deed dated 28 November 2006, as amended, restated, modified and/or supplemented from time to time between Issuer and The Bank of New York Mellon, London Branch in its capacity as trustee for the holders of the Notes.

SONIA FUNDING SWAPS

Further to the Issuer's announcements on 11 October 2019 regarding the extraordinary resolutions and pricing amendments with respect to the Series 2017-1 Class A2 Notes and the Series 2018-1 Class A3 Notes, the Issuer hereby announces that the SONIA Confirmations (as defined below) have been amended as follows:

(a) the Fixed Rate SONIA Spread (as defined in each Fixed Rate Confirmation (as defined below)) has been amended from "1.30%" to "1.45%" in relation to:

(i) the SONIA interest rate swap confirmation in relation to fixed rate loans of one year or less between Santander UK plc (San UK) as Party A, Holmes Funding Limited (Funding) as Party B and The Bank of New York Mellon, London Branch as the security trustee (the Security Trustee) dated 24 May 2019 (the Fixed Rate Confirmation 1);

(ii) the SONIA interest rate swap confirmation in relation to fixed rate loans of more than one year but less than or equal to two years between San UK as Party A, Funding as Party B and the Security Trustee dated 24 May 2019 (the Fixed Rate Confirmation 2);

(iii) the SONIA interest rate swap confirmation in relation to fixed rate loans of more than two years but less than or equal to three years between San UK as Party A, Funding as Party B and the Security Trustee dated 24 May 2019 (Fixed Rate Confirmation 3);

(iv) the SONIA interest rate swap confirmation in relation to fixed rate loans of more than three years but less than or equal to five years between San UK as Party A, Funding as Party B and the Security Trustee dated 24 May 2019 (Fixed Rate Confirmation 4);

(v) the SONIA interest rate swap confirmation in relation to fixed rate loans of more than five years but less than or equal to ten years between San UK as Party A, Funding as Party B and the Security Trustee dated 24 May 2019 (Fixed Rate Confirmation 5); and

(vi) the SONIA interest rate swap confirmation in relation to fixed rate loans of more than ten years between San UK as Party A, Funding as Party B and the Security Trustee dated 24 May 2019 (Fixed Rate Confirmation 6 and together with Fixed Rate Confirmation 1, Fixed Rate Confirmation 2, Fixed Rate Confirmation 3, Fixed Rate Confirmation 4 and Fixed Rate Confirmation 5, the Fixed Rate Confirmations);

(b) the Tracker SONIA Spread (as defined in the Tracker Confirmation) has been amended from "0.75%" to "0.90%" in relation to the SONIA interest rate swap confirmation in relation to the tracker loans between San UK as Party A, Funding as Party B and the Security Trustee dated 24 May 2019 (the Tracker Confirmation); and

(c) the Variable Rate SONIA Spread (as defined in the Variable Rate Confirmation) has been amended from "2.95%" to "3.15%" in relation to the SONIA interest rate swap confirmation in relation to the variable rate loans between San UK as Party A, Funding as Party B and the Security Trustee dated 24 May 2019 (the Variable Rate Confirmation and together with the Fixed Rate Confirmations and the Tracker Confirmation, the SONIA Confirmations),

each with effect from 15 October 2019.

The Issuer will shortly arrange for the SONIA Confirmations (amended as described above) to be made available on the website of the Issuer at https://www.santander.co.uk/uk/about-santander-uk/investor-relations/holmes-master-trust.

For further information, please contact:

Medium Term Funding

Santander UK plc

2 Triton Square

Regent's Place

London NW1 3AN

Tel: +44 (0) 20 7756 7100

Email: mtf@santander.co.uk

Capitalised terms used in this Notice shall, unless defined herein or the context otherwise requires, bear the meanings given to them in the Fourteenth Amended and Restated Master Definitions and Construction Schedule dated 24 May 2019 and the Seventeenth Amended and Restated Master Issuer Master Definitions and Construction Schedule dated 18 April 2016, which can also be viewed via the link provided above and/or obtained from the office of the Principal Paying Agent specified above.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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