TIDM58HD
RNS Number : 9362V
Great Hall Mortgages No1 plc
16 December 2021
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
INSTRUMENTHOLDERS. PLEASE LET THIS NOTICE SERVE AS OFFICIAL
AUTHORISATION (LETTER OF AUTHORITY) TO RELEASE SECURITY HOLDINGS
IDENTITY INFORMATION UNDER EU DIRECTIVE 2007/36/EC AND THE RELATED
COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 OF 03 SEPTEMBER
2018. IF INSTRUMENTHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR
STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL
OR LEGAL ADVISER.
NOTICE TO THE HOLDERS OF THE
GBP 278,800,000 Class Aa Notes due 2039
(Common Code: 30835450; ISIN: XS0308354505)
(the "Class Aa Notes")
EUR 30,000,000 Class Ab Notes due 2039
(Common Code: 30835484; ISIN: XS0308354843)
(the "Class Ab Notes")
USD 600,000,000 Class Ac Notes due 2039
(Common Code Reg S: 30846214; Common Code 144A: 39052PAA7 ;
(ISIN Reg S: XS0308462141; ISIN 144A: US39052PAA75) (the "Class
Ac Notes")
GBP 75,200,000 Class Ba Notes due 2039
(Common Code: 30835697; ISIN: XS0308356970)
(the "Class Ba Notes")
GBP 9,000,000 Class Ca Notes due 2039
(Common Code: 30835735; ISIN: XS0308357358)
(the "Class Ca Notes")
EUR 42,100,000 Class Cb Notes due 2039
(Common Code: 30835573; ISIN: XS0308355733)
(the "Class Cb Notes")
GBP 2,000,000 Class Da Notes due 2039
(Common Code: 30835778; ISIN: XS0308357788)
(the "Class Da Notes")
EUR 28,000,000 Class Db Notes due 2039
(Common Code: 30835611; ISIN: XS0308356111)
(the "Class Db Notes")
GBP 7,500,000 Class Ea Notes due 2039
(Common Code: 30825786; ISIN: XS0308257861)
(the "Class Ea Notes")
EUR 10,000,000 Class Eb Notes due 2039
(Common Code: 30835646; ISIN: XS0308356467)
(the "Class Eb Notes")
issued by
Great Hall Mortgages No. 1 PLC Series 2007-2
(the "Issuer" or the "Transaction" as the context requires)
on 28 June 2007
The Class Aa Notes, Class Ab Notes, Class Ac Notes, Class Ba
Notes, Class Bb Notes, the Class Ca Notes, the Class Cb Notes, the
Class Da Notes, the Class Db Notes and the Class Ea Notes are
together, the "Notes".
NOTICE IS HEREBY GIVEN to Noteholders that:
1) On 13 December 2021 the Issuer received an e-mail from
Annabel Watson via a Clifden Group e-mail account, containing a
letter from Cherry Services Ltd, a company incorporated in The
Republic of the Marshall Islands, purporting, amongst other things,
to notify the Issuer that:
a) on 18 October 2021, having purportedly served notice on the
Issuer, the following "Investor Directors" had been appointed as
what the letter described as 'de facto' directors:
i) Usman Ahmad
ii) Corelli Capital AG
iii) Blue Side Services S.A.
iv) Cherry Services Ltd
b) On 20 October 2021, having purportedly given notice,
apparently called a Board Meeting of the Issuer to call up the
unpaid share capital of the Issuer and required the existing
shareholders (the "Shareholders") to make payment and to send the
funds to 152-160 City Road, London, EC1 2NX by 10 November
2021.
c) On 12 November 2021 a purported Forfeiture Notice was
allegedly issued and served by the Issuer on the Shareholders for
not complying with the purported call up of the unpaid share
capital given on 20 October 2021 and purportedly giving the
Shareholders until 3 December 2021 to comply.
d) On 7 December 2021, an alleged Board Meeting was held at
which it is purported that the 49,998 partly paid shares of the
Issuer held by the Shareholders were forfeited and purportedly sold
to FVS Investments Limited ("FVS") with the remaining 2 fully paid
shares still being held by the Shareholders. This purported action
allegedly meant that FVS was now purportedly the majority
shareholder.
2) Contained in the e-mail set out in (1) above were Notices
dated 10 December 2021, apparently signed by FVS as the purported
majority shareholder, alleging to have removed, with immediate
effect:
a) the following as Directors of the Issuer:
i) Mark Howard Filer
ii) L.D.C. Securitisation Director No.3 Limited
iii) L.D.C. Securitisation Director No.4 Limited
b) Law Debenture Corporate Services Limited as the Secretary of the Issuer
c) Law Debenture Corporate Services Limited as the Corporate
Servicer of the Issuer being replaced by Cherry Services Ltd.
The Issuer hereby confirms that:
(a) none of the following is or has ever been a director of the Issuer
i) Usman Ahmad
ii) Corelli Capital AG
iii) Blue Side Services S.A.
iv) Cherry Services Ltd
(b) it follows that no forfeiture, sale or transfer of any
shares has occurred and thus FVS is not a holder or any shares in
the Issuer
3) In view of the above matters, the Issuer has reason to
suspect that Usman Ahmad, Corelli Capital AG, Blue Side Services
S.A., Cherry Services Ltd and/or those acting on their behalf may
attempt to carry out further invalid actions purportedly by or on
behalf of the Issuer. Noteholders and potential Noteholders should
bear the above in mind before engaging in any trading of
Instruments or taking any other investment decision in relation to
the Instruments, when reviewing notices purporting to come from or
on behalf of the Issuer.
4) The email from Annabel Watson also enclosed a Claim Form
issued out of the Commercial Court in London on 13 December 2021.
The Claim was purportedly issued by Great Hall Mortgages No 1 PLC,
and Cherry Services Limited. The Defendants were listed as: (1) Law
Debenture Corporate Services Limited; (2) Mark Filer; (3) LDC
Securitisation Director No. 3 Limited; (4) LDC Securitisation
Director No. 4 Limited. It goes without saying that the Issuer did
not authorise the issuing of the Claim. The Issuer has appointed
lawyers to take the necessary actions in relation to the above
matters. Noteholders may be interested to know that similar invalid
actions against a securitisation vehicle by purported directors
were described in the case of Business Mortgage Finance 4 Plc and
Others v. Rizwan Hussain and Others [2021] EWHC 171 Ch. In that
case, the High Court in London (Miles J) decided that those actions
were invalid and appropriate declarations and injunctions against
the defendants were made.
5) The Issuer will provide such further notices to Noteholders
in relation to the above as it considers necessary.
If you have any questions or require any clarification about
this notice, please contact the Issuer. This notice is given by the
Issuer.
The Issuer
Great Hall Mortgages No. 1 PLC
8(th) Floor
100 Bishopsgate
London
EC2N 4AG
Email: corpservices@lawdeb.com
Phone: + 44 207 696 5965 and +44 7850 088 754
Attention: The Directors
Dated: 16 December 2021
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END
MSCFFIFLMEFSELE
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