Exercise notice

Atlas Funding 2021-1 PLC

19 January 2024

 

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE BENEFICIAL OWNERS OF THE NOTES. 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.

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER (IF YOU ARE NOT).

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 is addressed only to 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.

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.

THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AND SUCH REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (AS FURTHER AMENDED, VARIED OR SUBSTITUTED FROM TIME TO TIME AS A MATTER OF UK LAW).

For the avoidance of doubt, nothing in this notice constitutes or should be construed as constituting an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction or an offer to modify the terms and conditions of any securities, including the Notes.

This announcement is released by the Issuer and contains information in relation to the Notes that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("EU MAR") and for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the Notes. For the purposes of EU MAR, UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Notice is made by the Directors of Atlas Funding 2021-1 PLC.

NOTICE TO THE NOTEHOLDERS

NOTICE

to the holders of the following outstanding notes

£250,405,000 Class A Mortgage Backed Floating Rate Notes due July 2058
(ISIN: XS2243229684; Common Code: 224322968)
(the "Class A Notes")

£20,929,000 Class B Mortgage Backed Floating Rate Notes due July 2058
(ISIN: XS2243229841; Common Code: 224322984)
(the "Class B Notes")

£11,212,000 Class C Mortgage Backed Floating Rate Notes due July 2058
(ISIN: XS2243229924; Common Code: 224322992)
(the "Class C Notes")

£7,474,000 Class D Mortgage Backed Floating Rate Notes due July 2058
(ISIN: XS2243230187; Common Code: 224323018)
(the "Class D Notes")

£4,484,000 Class E Mortgage Backed Floating Rate Notes due July 2058
(ISIN: XS2243231078; Common Code: 224323107)
(the "Class E Notes")

£7,474,000 Class X Mortgage Backed Floating Rate Notes due July 2058
(ISIN: XS2243231151; Common Code: 224323115)
(the "Class X Notes")

£4,485,000 Class Z1 Mortgage Backed Fixed Rate Notes due July 2058
(ISIN: XS2243232043 ; Common Code: 224323204)
(the "Class Z1 Notes")

£7,475,000 Class Z2 Mortgage Backed Fixed Rate Notes due July 2058
(ISIN: XS2243231664 ; Common Code: 224323166)
(the "Class Z2 Notes")

 (together, the "Notes")

issued by Atlas Funding 2021-1 PLC (the "Issuer")
(a company incorporated in England and Wales with registered number 12830096)

THIS NOTICE is addressed to the holders of the Notes issued by the Issuer pursuant to the terms and conditions of the Notes, and the trust deed constituting the Notes (the "Trust Deed").

Unless the context requires otherwise, words and expressions used in this notice have the meanings and constructions ascribed to them in the master definitions and construction schedule (the "Master Definitions and Construction Schedule") dated 1 February 2021.

In accordance with Clause 3 (Exercise of Call Option) of the deed poll dated 1 February 2021 and executed by the Issuer (the "Deed Poll"), Lendco Limited ("Lendco" and the "Option Holder") has delivered notice to the Issuer (the "Exercise Notice") exercising the Call Option (as defined below) with a proposed Optional Purchase Completion Date of 25 January 2024 (the "Call Option Exercise") as described below.

Background

1.    Pursuant to the Deed Poll, the Issuer granted to the Option Holder a Call Option to require the Issuer to sell to the Option Holder the beneficial title to all the Loans and Related Security in the Portfolio (the "Whole Beneficial Title").

2.    Pursuant to the Deed Poll, the Option Holder is required to exercise the Call Option by the service of an Exercise Notice on the Issuer (copied to the Note Trustee and the Security Trustee) with the Optional Purchase Completion Date falling on the Interest Payment Date immediately following the date of the Exercise Notice and may in the Exercise Notice nominate itself or a Third Party Purchaser (the "Potential Purchaser") to purchase the whole Beneficial Title.

3.    The Issuer must then serve a counter notice (the "Counter Notice") on the Option Holder confirming the amount of the Optional Purchase Price.

4.    To proceed with the purchase of the Whole Beneficial Title pursuant to the Call Option, the Option Holder shall confirm whether it wishes the Issuer to proceed with the sale of the Whole Beneficial Title by serving a notice on the Issuer within two Business Days of receipt of the Counter Notice (the "Acceptance Notice"). If no Acceptance Notice is served within two Business Days, then the Exercise Notice and the Counter Notice shall be of no further effect.

Call Option Exercise

5.    The Issuer received an Exercise Notice (in copy to the Note Trustee and the Security Trustee) from the Option Holder on 17 January 2024, nominating itself as the Potential Purchaser of the Whole Beneficial Title, with an Optional Purchase Completion Date of 25 January 2024.

6.    The Issuer shall deliver a Counter Notice on the Option Holder specifying the amount of the Optional Purchase Price payable by the Potential Purchaser on such date.

7.    The Optional Purchase Price received by the Issuer will be applied in accordance with the Pre-Enforcement Priority of Payments on the Interest Payment Date falling on the same date as the Optional Purchase Completion Date.

Miscellaneous

This notice is issued by Atlas Funding 2021-1 PLC as the Issuer. Atlas Funding 2021-1 PLC operates as a company with limited liability and is registered in England and Wales with registered number 12830096. For further information regarding the matters set out in this notice, Noteholders should contact the Issuer and Lendco (contact details listed below).

ATLAS FUNDING 2021-1 PLC

Attention: The Directors
Address: 10th Floor 5 Churchill Place, London, E14 5HU, United Kingdom
Email: [e-mail]

LENDCO LIMITED

Attention: The Directors
Address: 33 Gracechurch Street, London, EC3V 0BT, United Kingdom
Email: [e-mail] and [e-mail];

19 January 2024

For and on behalf of

Atlas Funding 2021-1 PLC

per pro CSC Directors (No.1) Limited, as Director

 

END