Notice to Noteholders

NewDay Funding Master Issuer PLC

05 November 2024

 

Notice to noteholders

RNS Number: 0062L 

NewDay Funding Master Issuer plc

5 November 2024

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW). 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.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisers as you deem necessary.

This Notice is addressed only to current 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.

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 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.

NEWDAY FUNDING MASTER ISSUER PLC

1 Bartholomew Lane

London EC2N 2AX

Registered number 11827115

 (the "Issuer")

RNS ANNOUNCEMENT IN RESPECT OF CERTAIN REDEMPTION AND RESERVE MATTERS

to current holders of the following notes of the Issuer

presently outstanding

£103,400,000 Class A1 Asset Backed Floating Rate Notes due 2024

(Reg S ISIN: XS2399701171 / Rule 144A ISIN: XS2399701254)

$100,000,000 Class A2 Asset Backed Floating Rate Notes due 2024

(Reg S ISIN: XS2399701338 / Rule 144A ISIN: US65120LAD38)

£24,850,000 Class B Asset Backed Floating Rate Notes due 2024

(Reg S ISIN: XS2399700280 / Rule 144A ISIN: XS2399700447)

£39,550,000 Class C Asset Backed Floating Rate Notes due 2024

(Reg S ISIN: XS2399700520 / Rule 144A ISIN: XS2399700793)

£49,700,000 Class D Asset Backed Floating Rate Notes due 2024

(Reg S ISIN: XS2399790927 / Rule 144A ISIN: XS2399791149)

£27,300,000 Class E Asset Backed Floating Rate Notes due 2024

(Reg S ISIN: XS2399805972 / Rule 144A ISIN: XS2399827604)

£13,300,000 Class F Asset Backed Floating Rate Notes due 2024

(Reg S ISIN: XS2399827943 / Rule 144A ISIN: XS2399973176)

(the "Series 2021-3 Notes")

£75,800,000 Class A1 Asset Backed Floating Rate Notes due 2025

(Reg S ISIN: XS2452635118 / Rule 144A ISIN: XS2452635209)

$100,000,000 Class A2 Asset Backed Floating Rate Notes due 2025

(Reg S ISIN: XS2452635381 / Rule 144A ISIN: US65120LAK70)

£21,000,000 Class B Asset Backed Floating Rate Notes due 2025

(Reg S ISIN: XS2452635464 / Rule 144A ISIN: XS2452635621)

£36,300,000 Class C Asset Backed Floating Rate Notes due 2025

(Reg S ISIN: XS2452635548 / Rule 144A ISIN: XS2452635894)

£40,800,000 Class D Asset Backed Floating Rate Notes due 2025

(Reg S ISIN: XS2452635977 / Rule 144A ISIN: XS2452636199)

£23,700,000 Class E Asset Backed Floating Rate Notes due 2025

(Reg S ISIN: XS2452636272 / Rule 144A ISIN: XS2452636355)

£11,100,000 Class F Asset Backed Floating Rate Notes due 2025

(Reg S ISIN: XS2452636439 / Rule 144A ISIN: XS2452636512)

(the "Series 2022-1 Notes", together with the Series 2021-3 Notes, the "Notes")

On 5 November 2024, (i) the Series 2024-3 Notes were issued by NewDay Funding Master Issuer plc and were designated as a Replacement Series in respect of the Notes, and (ii) the Series 2021-3 Supplement and the Series 2022-1 Supplement (each of which relates to a Series of which the Notes form part) were amended to allow certain amounts used to cash collateralise the Notes to be allocated to each Class or Sub-Class of Series 2021-3 and Series 2022-1, respectively, on a pro rata basis (rather than in order of seniority).

Part of the proceeds of the Series 2024-3 Notes in an amount equal to £209,977,060.94 will be paid to the Receivables Trustee and credited to the Series 2021-3 Principal Funding Ledger and (as a result of the amendments referred to above) allocated to each Class or Sub-Class of Series 2021-3 on a pro rata basis. Upon the Receivables Trustee's receipt of those proceeds, Series 2021-3 will be fully pre-funded ahead of its Scheduled Redemption Date (which falls on the Interest Payment Date falling in November 2024) and, in accordance with condition 9(g) (Optional Repurchase of Retained Notes) of the 2021-3 Notes, the Class F Notes, which are Retained Notes, will be fully redeemed, in an amount equal to the amount of the funds in the Series 2021-3 Principal Funding Ledger proportionally allocated to Class F (£8,400,000.00), on 5 November 2024.

As a result of such pre-funding, the Required Liquidity Reserve Amount for Series 2021-3 has been reduced to zero, the Series 2021-3 Originator VFN Subordination has been reduced to zero and the Required Accumulation Reserve Amount for Series 2021-3, which had previously been set at £1,000,000, remains unchanged.

Part of the proceeds of the Series 2024-3 Notes in an amount equal to £75,021,993.02 will be paid to the Receivables Trustee and credited to the Series 2022-1 Principal Funding Ledger and (as a result of the amendments referred to above) allocated to each Class or Sub-Class of Series 2022-1 on a pro rata basis. Upon the Receivables Trustee's receipt of those proceeds, Series 2022-1 will be partially pre-funded ahead of its Scheduled Redemption Date (which falls on the Interest Payment Date falling in April 2025) and, in accordance with condition 9(g) (Optional Repurchase of Retained Notes) of the 2022-1 Notes, the Class F Notes, which are Retained Notes, will be partially redeemed, in an amount equal to the amount of the funds in the Series 2022-1 Principal Funding Ledger proportionally allocated to Class F (£2,921,000.00), on 5 November 2024. The more senior Classes or Sub-Classes of Notes will remain supported by a combination of the outstanding amount of the Class F Notes and the cash in the Series 2022-1 Principal Funding Ledger allocated to such Classes or Sub-Classes and the remaining outstanding amount of the Series 2022-1 Originator VFN Subordination.

As a result of such partial pre-funding, the Required Liquidity Reserve Amount for Series 2022-1 has been proportionally reduced to £3,020,736.24, the Series 2022-1 Originator VFN Subordination has been proportionally reduced to £11,051,474.05 and the Required Accumulation Reserve Amount Series 2022-1 has (until such time as the Servicer determines otherwise, including as a result of further amounts being credited to the Series 2022-1 Principal Funding Ledger) been set at £1,000,000.

A Rating Confirmation has been received in relation to the issuance of the Series 2024-3 Notes (in connection with which, the Rating Agencies have been notified of the above matters).

Capitalised terms used, but not defined, in this Notice have the meanings given to them in the prospectus dated 2 December 2020 as supplemented on 21 January 2021.

Should any Noteholder have any queries in relation to this Notice, such Noteholder should contact the Issuer using the below contact details.

Contact Details:
Issuer:		1 Bartholomew Lane London EC2N 2AX Email: [e-mail] Attention: The Directors

This Notice is given by

NEWDAY FUNDING MASTER ISSUER PLC
as Issuer

Dated 5 November 2024

LEI: 213800GBPRAJHSB5YK19

END

 

END