TIDM58HD
RNS Number : 8241X
Great Hall Mortgages No1 plc
07 January 2022
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
If Noteholders are in any doubt about any aspect of the
proposals in this notice and/or the action they should take, they
are recommended to seek their own financial advice immediately from
their stockbroker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and
Markets Act 2000, as amended, (if they are in the United Kingdom)
or from another appropriately authorised independent financial
adviser and such other professional advisor from their own
professional advisors as they deem necessary.
GREAT HALL MORTGAGES No. 1 PLC
Series 2006-01
(incorporated with limited liability in England and Wales under
number 5950229) (the "Issuer")
NOTICE OF SEPARATE ADJOURNED NOTEHOLDER MEETINGS
to the holders of the
EUR 175,000,000 Class A2b Notes due June 2038 (Common Code:
027609279; ISIN: XS0276092797) (the "Class A2b Notes")
GBP 25,800,000 Class Ba Notes due June 2038 (Common Code
027608698; ISIN: XS0276086989) (the "Class Ba Notes")
GBP 11,500,000 Class Ca Notes due June 2038 (Common Code:
027608752; ISIN: XS0276087524) (the "Class Ca Notes")
EUR 11,500,000 Class Db Notes due June 2038 (Common Code:
027609503; ISIN: XS0276095030) (the "Class Db Notes")
and
GBP 5,600,000 Class Ea Notes due June 2038 (Common Code:
027608922; ISIN: XS0276089223) (the "Class Ea Notes")
The Class A2b Notes, the Class Ba Notes, the Class Ca Notes, the
Class Db Notes and the Class Ea Notes together, the "Notes").
Reference is made to the notice of meetings of the holders of
the Class A2a Notes, the Class A2b Notes, the Class Ba Notes, the
Class Bb Notes, the Class Ca Notes, the Class Cb Notes, the Class
Da Notes, the Class Db Notes and the Class Ea Notes, issued on 13
December 2021 (the "Notice of Noteholder Meetings").
The meetings of the holders of the Class A2b Notes, the Class Ba
Notes, the Class Ca Notes, the Class Db Notes and the Class Ea
Notes convened by the Issuer were held at the offices of
Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT
on 6 January 2022 at 10:15 a.m. (London time),10:30 a.m. (London
time), 11:00 a.m. (London time), 11:45 a.m. (London time) and 12:00
p.m. (London time) respectively. Access to the meetings for holders
of the Class A2b Notes, the Class Ba Notes, the Class Ca Notes, the
Class Db Notes and the Class Ea Notes that wished to attend in
person or appoint a proxy (other than the Tabulation Agent) was
granted only via a Microsoft Teams video conference meeting that
was available from Fieldfisher LLP upon request. The meetings of
the holders of the Class A2b Notes, the Class Ba Notes, the Class
Ca Notes, the Class Db Notes and the Class Ea Notes were adjourned
for want of a quorum.
We note that in relation to the meetings of the holders of the
Class A2a Notes, the Class Bb Notes, the Class Cb Notes and the
Class Da Notes (i) the quorum was reached; and (ii) the related
extraordinary resolutions set out in the Notice of Noteholder
Meetings previously notified to the holders of the Class A2a Notes,
the Class A2b Notes, the Class Ba Notes, the Class Bb Notes, the
Class Ca Notes, the Class Cb Notes, the Class Da Notes, the Class
Db Notes and the Class Ea Notes in accordance with the terms of the
Series Note Trust Deed were duly passed.
NOTICE IS HEREBY GIVEN to the holders of the Notes (the
"Noteholders") that separate adjourned meetings (each an "Adjourned
Meeting") of the Noteholders of each relevant Class convened by the
Issuer will be held at the offices of Fieldfisher LLP at Riverbank
House, 2 Swan Lane, London, EC4R 3TT on 24 January 2022 (the
"Adjourned Meeting Date") at 10:15 a.m. (London time) in respect of
the Class A2b Notes (the "A2b Notes Adjourned Meeting"), at 10:30
a.m. (London time) or after the completion of the A2b Notes
Adjourned Meeting (whichever is later) in respect of the Class Ba
Notes (the "Ba Notes Adjourned Meeting"), at 11:00 a.m. (London
time) or after the completion of the Ba Notes Adjourned Meeting
(whichever is later) in respect of the Class Ca Notes (the "Ca
Notes Adjourned Meeting"), at 11:45 a.m. (London time) or after the
completion of the Ca Notes Adjourned Meeting (whichever is later)
in respect of the Class Db Notes (the "Db Notes Adjourned Meeting")
and at 12:00 p.m. (London time) or after the completion of the Db
Notes Adjourned Meeting (whichever is later) in respect of the
Class Ea Notes (the "Ea Notes Adjourned Meeting"), access to which
for Noteholders that wish to attend virtually or appoint a proxy
(other than the Tabulation Agent) will be granted only via a
Microsoft Teams video conference meeting ID to be provided by
Fieldfisher LLP upon request, for the purpose of considering and,
if thought fit, passing the resolutions set out below, which will
be proposed as an Extraordinary Resolution at each Adjourned
Meeting in accordance with the provisions of the Series Note Trust
Deed dated 12 December 2006 as amended, restated, modified and/or
supplemented from time to time (the "Series Note Trust Deed") made
between the Issuer and The Bank of New York Mellon, London Branch
(the "Series Note Trustee") as trustee for the Noteholders and
constituting the Notes.
Pursuant to paragraph 10.19 (Quorum required for Series Basic
Terms Modification) of the Standard Series Note Trust Provisions,
the quorum required for the Adjourned Meetings is two or more
persons holding or representing in aggregate over 25% of the
aggregate GBP Equivalent Note Principal Amount Outstanding of the
Notes then outstanding held by the Relevant Noteholder.
NOTEHOLDERS THAT HAVE NOT ALREADY VOTED ARE URGED TO VOTE BY WAY
OF ELECTRONIC VOTING INSTRUCTIONS TO BE SUBMITTED BY DIRECT
PARTICIPANTS TO THE TABULATION AGENT THROUGH THE RELEVANT CLEARING
SYSTEM AND IN ACCORDANCE WITH THE REQUIREMENTS OF SUCH CLEARING
SYSTEM BY THE RELEVANT DEADLINE.
Noteholders who have submitted and not revoked (in the limited
circumstances in which revocation is permitted) a valid Eligible
Noteholder Instruction or Ineligible Noteholder Instruction in
respect of the relevant Extraordinary Resolution by 10:15 a.m.
(London time) in respect of the Class A2b Notes, 10:30 a.m. (London
time) in respect of the Class Ba Notes, 11:00 a.m. (London time) in
respect of the Class Ca Notes, 11:45 a.m. (London time) in respect
of the Class Db Notes and 12:00 p.m. (London time) in respect of
the Class Ea Notes, on 20 January 2022 (subject to the right of the
Issuer to extend, re-open and/or terminate the Consent
Solicitation, the "Expiration Deadline for the Adjourned
Meetings"), by which they will have given instructions to the
Issuer (in its capacity as Noteholder Meeting Arranger) for the
appointment of one or more representatives of the Tabulation Agent
as their proxy to vote in favour of or against (as specified in the
relevant Eligible Noteholder Instruction or Ineligible Noteholder
Instruction) the relevant Extraordinary Resolution at each relevant
Adjourned Meeting, need take no further action to be represented at
such Adjourned Meeting.
With respect to Noteholders who have submitted and not revoked
(in the limited circumstances in which revocation is permitted) a
valid Electronic Voting Instruction in respect of the Extraordinary
Resolution by 10:15 a.m. (London time) (in respect of the Class A2b
Notes), 10:30 a.m. (London time) (in respect of the Class Ba
Notes), 11:00 a.m. (London time) (in respect of the Class Ca
Notes), 11:45 a.m. (London time) (in respect of the Class Db Notes)
and 12:00 p.m. (London time) (in respect of the Class Ea Notes), on
4 January 2022 (the "Original Expiration Deadline"), it is
clarified that such Electronic Voting Instructions remain valid and
the relevant Noteholders need take no further action to be
represented at the Adjourned Meetings.
Capitalised terms used in this notice and not otherwise defined
herein shall have the meanings given to them in the Consent
Solicitation Memorandum dated 13 December 2021 (the "Consent
Solicitation Memorandum"), which is available for inspection by
Noteholders during normal business hours at the specified offices
of the Tabulation Agent on any weekday (public holidays excepted)
and on the following website:
https://i2capmark.com/event-details/19/Holder/great-hall-mortgages-no.1-plc-series-2006-1
up to and including the Adjourned Meeting Date (see "Documents
Available for Inspection" below). In accordance with normal
practice, the Series Note Trustee, the Security Trustee, the
Tabulation Agent, the Principal Paying Agent, the Series Note
Calculation Agent and the Series Note Registrar have not been
involved in the formulation of the Noteholder Proposal outlined in
the Consent Solicitation Memorandum or the Extraordinary
Resolutions. The Series Note Trustee, the Security Trustee, the
Tabulation Agent, the Principal Paying Agent, the Series Note
Calculation Agent and the Series Note Registrar, express no opinion
on, and make no representations as to the merits of, the Noteholder
Proposal outlined in the Consent Solicitation Memorandum or the
Extraordinary Resolutions.
None of the Series Note Trustee, the Security Trustee, the
Tabulation Agent, the Principal Paying Agent, the Series Note
Calculation Agent or the Series Note Registrar makes any
representation that all relevant information has been disclosed to
Noteholders in or pursuant to this Notice of Adjourned Meetings,
the Consent Solicitation Memorandum or otherwise. None of the
Series Note Trustee, the Security Trustee, the Tabulation Agent,
the Principal Paying Agent, the Series Note Calculation Agent or
the Series Note Registrar has approved the draft Amendment Deed
referred to in the Extraordinary Resolutions set out below and the
Series Note Trustee, the Security Trustee, the Tabulation Agent,
the Principal Paying Agent, the Series Note Calculation Agent and
the Series Note Registrar recommend that Noteholders arrange to
inspect and review such draft Amendment Deed as provided below in
this Notice of Adjourned Meetings. Accordingly, Noteholders should
take their own independent legal, financial, tax or other advice on
the merits and the consequences of voting in favour of the relevant
Extraordinary Resolution, including any tax consequences, and on
the impact of the implementation of the relevant Extraordinary
Resolution.
None of the Series Note Trustee, the Security Trustee, the
Tabulation Agent, the Principal Paying Agent, the Series Note
Calculation Agent or the Series Note Registrar are responsible for
the accuracy, completeness, validity or correctness of the
statements made in the Consent Solicitation Memorandum or omissions
therefrom or for the acts or omissions of the Issuer, or any other
person in connection with the Consent Solicitation.
Neither this Notice of Adjourned Meetings nor the Consent
Solicitation Memorandum 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. The distribution of
the Consent Solicitation Memorandum may nonetheless be restricted
by law in certain jurisdictions. Persons into whose possession the
Consent Solicitation Memorandum comes are required to inform
themselves about, and to observe, any such restrictions.
To view the background, Noteholder Proposal, Consent
Solicitation and Extraordinary Resolutions, Additional Terms of the
Consent Solicitation and General Information, please paste the
following URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/8241X_1-2022-1-7.pdf
This Notice of Adjourned Meetings is given by:
GREAT HALL MORTGAGES NO. 1 PLC
Dated 7 January 2022
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END
MSCFLFESLAIDIIF
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