Series 2007-2 consent solicitation

Great Hall Mortgages No1 plc

09 May 2023

 

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.

FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT IS AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM (THE "CONSENT SOLICITATION MEMORANDUM") ISSUED BY THE ISSUER TODAY, AND NOTEHOLDERS ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.

GREAT HALL MORTGAGES No. 1 PLC

Series 2007-02

(incorporated with limited liability in England and Wales under number 5950229) (the "Issuer")

NOTICE OF SEPARATE NOTEHOLDER MEETINGS

to the holders of the

GBP 278,800,000 Class Aa Notes due June 2039 (Common Code: 030835450; ISIN: XS0308354504) (the "Class Aa Notes")

EUR 30,000,000 Class Ab Notes due June 2039 (Common Code: 030835484; ISIN: XS0308354843)

(the "Class Ab Notes")

USD 600,000,000 Class Ac Notes due June 2039 (Common Code Reg S: 030846214; ISIN Reg S: XS0308462141; Common Code 144A: 30854411; ISIN 144A: US39052PAA75; CUSIP Number: 39052PAA7)

(the "Class Ac Notes")

GBP 75,200,000 Class Ba Notes due June 2039 (Common Code 030835697; ISIN: XS0308356970)

(the "Class Ba Notes")

GBP 9,000,000 Class Ca Notes due June 2039 (Common Code: 030835735; ISIN: XS0308357358)

(the "Class Ca Notes")

EUR 42,100,000 Class Cb Notes due June 2039 (Common Code: 030835573; ISIN: XS0308355733) 

(the "Class Cb Notes")

GBP 2,000,000 Class Da Notes due June 2039 (Common Code: 030835778; ISIN: XS0308357788) 

(the "Class Da Notes")

EUR 28,000,000 Class Db Notes due June 2039 (Common Code: 030835611; ISIN: XS0308356111)

(the "Class Db Notes")

GBP 7,500,000 Class Ea Notes due June 2039 (Common Code: 030835786; ISIN: XS0308357861)   

(the "Class Ea Notes")

and

EUR 10,000,000 Class Eb Notes due June 2039 (Common Code: 030835646; ISIN: XS0308356467)

(the "Class Eb Notes")

The Class Aa Notes, the Class Ab Notes, the Class Ac Notes, the Class Ba Notes, the Class Ca Notes, the Class Cb Notes, the Class Da Notes, the Class Db Notes, the Class Ea Notes and the Class Eb Notes together, the "Notes").

NOTICE IS HEREBY GIVEN to the holders of the Notes (the "Noteholders") that separate meetings (each a "Meeting") of the Noteholders of each Class convened by the Issuer will be held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT on 31 May 2023 (the "Meeting Date") at 10:00 a.m. (London time) in respect of the Class Aa Notes (the "Aa Notes Meeting"), at 10:15 a.m. (London time) or after the completion of the Aa Notes Meeting (whichever is later) in respect of the Class Ab Notes (the "Ab Notes Meeting"), at 10:30 a.m. (London time) or after the completion of the Ab Notes Meeting (whichever is later)  in respect of the Class Ac Notes (the "Ac Notes Meeting"),  at 10:45 a.m. (London time) or after the completion of the Ac Notes Meeting (whichever is later) in respect of the Class Ba Notes (the "Ba Notes Meeting"), at 11:00 a.m. (London time) or after the completion of the Ba Notes Meeting (whichever is later) in respect of the Class Ca Notes (the "Ca Notes Meeting"), at 11:15 a.m. (London time) or after the completion of the Ca Notes Meeting (whichever is later) in respect of the Class Cb Notes (the "Cb Notes Meeting"), at 11:30 a.m. (London time) or after the completion of the Cb Notes Meeting (whichever is later) in respect of the Class Da Notes (the "Da Notes Meeting"), at 11:45 a.m. (London time) or after the completion of the Da Notes Meeting (whichever is later) in respect of the Class Db Notes (the "Db Notes Meeting"), at 12:00 p.m. (London time) or after the completion of the Db Notes Meeting (whichever is later) in respect of the Class Ea Notes (the "Ea Notes Meeting") and at 12:15 p.m. (London time) or after the completion of the Ea Notes Meeting (whichever is later) in respect of the Class Eb Notes (the "Eb Notes 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 Meeting in accordance with the provisions of the Series Note Trust Deed dated 28 June 2007 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.

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 10:00 a.m. (London time) in respect of the Class Aa Notes, 10:15 a.m. (London time) in respect of the Class Ab Notes, 10:30 a.m. (London time) in respect of the Class Ac Notes, 10:45 a.m. (London time) in respect of the Class Ba Notes, 11:00 a.m. (London time) in respect of the Class Ca Notes, 11:15 a.m. (London time) in respect of the Class Cb Notes, 11:30 a.m. (London time) in respect of the Class Da Notes, 11:45 a.m. (London time) in respect of the Class Db Notes, 12:00 p.m. (London time) in respect of the Class Ea Notes and 12:15 p.m. (London time) in respect of the Class Eb Notes, on 29 May 2023 (subject to the right of the Issuer to extend, re-open and/or terminate the Consent Solicitation, the "Expiration Deadline"), 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 Meeting (or any such adjourned Meeting), need take no further action to be represented at such Meeting (or any such adjourned Meeting).

Capitalised terms used in this notice and not otherwise defined herein shall have the meanings given to them in the Consent Solicitation Memorandum dated 16 December 2022 (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-2007-2 up to and including the 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, 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. 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 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/8249Y_1-2023-5-9.pdf

This Notice is given by:

GREAT HALL MORTGAGES NO. 1 PLC

Dated 9 May 2023

 

END