TIDM37XJ
RNS Number : 4182K
Holmes Master Issuer plc
22 April 2020
Notice to Noteholders
Holmes Master Issuer plc
22 April 2020
HOLMES MASTER ISSUER PLC
(a public company incorporated with limited liability in England
and Wales
with registered number 5953811)
(the Company)
NOTICE
to the holders of:
GBP340,000,000 Class A2 Asset Backed Floating Rate Notes due
October 2054
(ISIN XS1419805996/XS1419677544)
GBP582,000,000 Class Z Asset Backed Floating Rate Notes due
October 2054
(ISIN XS1419677460)
(together, the Issue 2016-1 Notes)
and to the holders of:
GBP250,000,000 Class A1 Asset Backed Floating Rate Notes due
October 2054
(ISIN XS1693006071)
GBP250,000,000 Class A2 Asset Backed Floating Rate Notes due
October 2054
(ISIN XS1693009091)
(together, the Issue 2017-1 Notes)
and to the holders of:
$750,000,000 Class A2 Asset Backed Floating Rate Notes due
October 2054
(ISIN XS1791715466)
GBP300,000,000 Class A3 Asset Backed Floating Rate Notes due
October 2054
(ISIN XS1791440859)
(together, the Issue 2018-1 Notes)
and to the holders of:
$210,000,000 Class A1 Asset Backed Floating Rate Notes due July
2019
(ISIN US43641NBZ69/XS1872157653)
$800,000,000 Class A2 Asset Backed Floating Rate Notes due
October 2054
(ISIN US43641NCA00/XS1872157737)
GBP74,000,000 Class Z Asset Backed Floating Rate Notes due
October 2054
(ISIN XS1872157810)
(together, the Issue 2018-2 Notes and, together with the Issue
2016-1 Notes, the Issue 2017-1 Notes and the Issue 2018-1 Notes,
the Outstanding Notes),
each issued by the Company and constituted by a trust deed dated
28 November 2006, as amended and restated on 20 June 2007 and 12
November 2010, as supplemented on 25 March 2011, as further amended
and restated on 29 June 2012 and as supplemented on 28 August 2012,
28 March 2018 and 24 May 2019 between the Company and The Bank of
New York Mellon, London Branch in its capacity as trustee for the
holders of the Outstanding Notes.
1. EXTRAORDINARY PAYMENT HOLIDAYS - AMENDMENTS TO TRANSACTION DOCUMENTS
This Notice provides a summary of the main amendments (the
Amendments) made to the Transaction Documents to address any
arrangements made in extraordinary circumstances by the Seller with
Borrowers, where such Borrowers will make no payments in respect of
the Loans for a specified period without such Loans falling into
Arrears (Extraordinary Payment Holidays), such arrangements being
made pursuant to the Seller's obligations as Servicer under
Principle 6 (A firm must pay due regard to the interests of its
customers and treat them fairly) of the FCA Handbook and Mortgage
Conduct of Business rule 2.5A.1R (A firm must act honestly, fairly
and professionally in accordance with the best interests of its
customer'). In this respect, following guidance from the FCA on how
they expect mortgage lenders and administrators to treat customers
fairly during the coronavirus crisis, the Company notes that the
Seller has determined that the current coronavirus pandemic amounts
to such extraordinary circumstances.
1.1 Redirection of the Seller's share of Mortgages Trustee
Available Revenue Receipts to Funding
The granting of Extraordinary Payment Holidays results in a
corresponding decrease in Mortgages Trustee Available Revenue
Receipts available to the Mortgages Trustee to distribute to
Funding on each Distribution Date.
To address any resultant decrease in Funding Available Revenue
Receipts, with the current amendments, the Seller shall direct that
a cash payment is made to Funding on each Distribution Date in an
amount equal to Funding's share of the aggregate amount of the
interest that would have been due during the Trust Calculation
Period immediately preceding the current Distribution Date in
respect of any Loans which are the subject of an Extraordinary
Payment Holiday (the Extraordinary Payment Holiday Amount). To
effect such cash payment the Seller's share of Mortgages Trustee
Available Revenue Receipts shall be reduced on each Distribution
Date by such amount and Funding's share of Mortgages Trustee
Available Revenue Receipts increased accordingly.
If the Seller's share of Mortgages Trustee Available Revenue
Receipts on any Distribution Date is insufficient to cover
Funding's share of any Extraordinary Payment Holiday Amount, the
Seller shall be required to make a cash payment on the subsequent
Distribution Date in an amount equal to such shortfall to the
extent the shortfall amount is capitalised. The Seller shall pay
such capitalised shortfall by directing the Mortgages Trustee to
deduct from the Seller's share of the Mortgages Trustee Available
Revenue Receipts on such Distribution Date in an amount equal to
such amount and to pay the same to Funding. To the extent that the
Seller's share of the Mortgages Trustee Available Revenue Receipts
is less than the amount required to remedy such shortfall then the
Seller shall pay an amount equal to the shortfall directly to
Funding from its own resources.
In consideration for the making of the payments described above,
on the Trust Calculation Date immediately preceding each
Distribution Date, the Seller Share will increase by an amount
equal to any Capitalised Interest arising during the immediately
preceding Trust Calculation Period in respect of those Loans that
are subject to Extraordinary Payment Holidays.
In respect of any shortfall amount that is not capitalised, the
Seller may fund such shortfall pursuant to the Extraordinary
Payment Holiday Start-up Loan Agreement described below.
1.2 New Start-up Loan Agreement
Funding and the Seller shall enter into an Extraordinary Payment
Holiday Start-up Loan Agreement (the "Agreement") pursuant to which
the Seller will grant to Funding, on each Interest Payment Date,
and upon the terms and subject to the conditions thereto, the
Extraordinary Payment Holiday Start-up Loan Facility in an
aggregate amount not to exceed the Maximum Advance Amount. If the
conditions set out in the Agreement have been met, the Seller may
(but shall not be obliged to) make Advances available to
Funding.
The Agreement provides that Funding may request an Advance in an
amount equal to the lower of (i) the Maximum Advance Amount (being
the aggregate of all Extraordinary Payment Holiday Amounts in
respect of affected Borrowers) and (b) any shortfall in the amount
of the Funding Available Revenue Receipts (if such Advance were
excluded) required to pay or provide for the amounts in paragraphs
(a) to (t) (inclusive) of the Funding Pre-Enforcement Revenue
Priority of Payments.
Funding is required to use each Advance as Funding Available
Revenue Receipts to be applied towards making the payments and
provisions referred to in paragraphs (a) to (t) (inclusive) of the
Funding Pre-Enforcement Revenue Priority of Payments.
Funding will make repayments toward the Extraordinary Payment
Holiday Start-up Loan (and any capitalised interest) on each
Interest Payment Date, pro rata and pari passu with any amounts in
respect of any Funding Loan Amounts due from Funding under the
Existing Notes Redemption Reserve Loan Agreement, if, and to the
extent that, there are Funding Available Revenue Receipts available
therefor after making the payments and provisions referred to in
paragraphs (a) to (t) (inclusive) of the Funding Pre-Enforcement
Revenue Priority of Payments (which includes payments due in
respect of senior expenses as well as interest on the Notes), until
the Extraordinary Payment Holiday Start-up Loan (and any
capitalised interest) has been fully repaid.
The Extraordinary Payment Holiday Start-up Loan Provider, acting
as the New Funding Secured Creditor, shall also enter into an
accession undertaking (the "Accession Undertaking") pursuant to
which the New Funding Secured Creditor will accede to the
provisions of the Funding Deed of Charge.
2. REVISED TRANSACTION DOCUMENTS
The following Transaction Documents (the Amended Transaction
Documents) have been amended and/or restated or supplemented in the
process of making the Amendments described above:
1. the Mortgages Trust Deed;
2. the Master Definitions and Construction Schedule; and
3. the Cash Management Agreement.
The Amended Transaction Documents, the Accession Undertaking and
the Extraordinary Payment Holiday Start-up Loan Agreement will be
available for viewing electronically by the holders of the
Outstanding Notes via the following link:
https://www.santander.co.uk/uk/about-santander-uk/investor-relations/holmes-master-trust
In addition, copies of the Amended Transaction Documents, the
Accession Undertaking and the Extraordinary Payment Holiday
Start-up Loan Agreement will be available for inspection by the
holders of the Outstanding Notes at the following office of the
Principal Paying Agent.
The Bank of New York Mellon, London Branch
40th Floor
One Canada Square
Canary Wharf
London E14 5AL
United Kingdom
Capitalised terms used in this Notice shall, unless defined
herein or the context otherwise requires, bear the meanings given
to them in the Fifteenth Amended and Restated Master Definitions
and Construction Schedule dated 21 April 2020 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
MSCPPUWACUPUPUG
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