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Fosse Master Issuer (82ZI)

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Friday 29 April, 2016

Fosse Master Issuer

Programme update and completion

RNS Number : 9220W
Fosse Master Issuer PLC
29 April 2016
 

Notice to Noteholders
Fosse Master Issuer plc
29 April 2016

FOSSE MASTER ISSUER PLC
(a public company incorporated with limited liability in England and Wales
with registered number 5925693)
(the "Company")

NOTICE

to the holders of:
£525,000,000 Class A3 Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S XS0493854631)

(together, the "Issue 2010-1 Notes")

and to the holders of:
£1,000,000,000 Class A3 Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S XS0525764071)

(together, the "Issue 2010-3 Notes")

and to the holders of:
$275,000,000 Class A5 Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S XS0630101979; Rule 144A US34988WAD65)
£250,000,000 Class A6 Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S XS0630105533; Rule 144A XS0630108800)
€275,000,000 Class A7 Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S XS0630111853; Rule 144A XS0630110707)
£965,000,000 Class Z Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S XS0629519587)

(together, the "Issue 2011-1 Notes")

and to the holders of:
$250,000,000 Class A5 Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S XS0715271663; Rule 144A US34988MAX48)
£233,965,000 Class Z Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S XS0715271747)

(together, the "Issue 2011-2 Notes")

and to the holders of:
$700,000,000 Class 3A1 Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S XS0784928482; Rule 144A US34988WAQ78)
£300,000,000 Class 3A2 Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S XS0784928649; Rule 144A XS0785328237)
£285,000,000 Class Z Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S XS0784929613)

(together, the "Issue 2012-1 Notes")

and to the holders of:
£500,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S: XS1075515061; Rule 144A: XS1075720315)

(together, the "Issue 2014-1 Notes")

and to the holders of:
$300,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S: XS1207302826; Rule 144A: US34988WAZ77)
£500,000,000 Class A3 Asset Backed Floating Rate Notes due October 2054
(ISIN Reg S: XS1207307205; Rule 144A: XS1207303717)

(together, the "Issue 2015-1 Notes" and, together with the Issue 2010-1 Notes, the Issue 2010-3 Notes, the Issue 2011-1 Notes, the Issue 2011-2 Notes, the Issue 2012-1 Notes and the Issue 2014-1 Notes, the "Outstanding Notes"),

each issued by the Company and constituted by a note trust deed dated 28 November 2006, as supplemented and/or amended on 1 August 2007, 20 December 2007, 23 November 2009, 11 March 2010, 21 April 2011, 6 December 2011, 27 April 2012, 19 August 2013, 9 October 2014 and 29 April 2016 between the Company and Law Debenture Trust Company of New York, in its capacity as trustee for the holders of the Outstanding Notes.

1.         PROGRAMME UPDATE - AMENDMENTS TO TRANSACTION DOCUMENTS

NOTICE IS HEREBY GIVEN to the holders of the Outstanding Notes that updates and amendments (the "Amendments") have been made to certain Transaction Documents in connection with the annual update of the Fosse Residential Mortgage-Backed Note Issuance Programme (the "Fosse Programme") of the Company.  The annual update concluded on 29 April 2016 and the Amendments have come into effect on and from such date, save where otherwise specified. 

Set out below is a non-exhaustive summary of the Amendments made to the Transaction Documents.  For further details, please refer to the Transaction Documents which were modified during the annual update (a full list of the modified documents is included in section 2 below).

1.1       Introduction of Variable Funding Feature in Class Z Notes

Amendments have been made to the terms of the Class Z Notes and to certain of the Transaction Documents to allow future Class Z Notes to incorporate a variable funding feature ("Class Z VFN Notes").  The purpose of this feature is to allow the Fosse Programme to have the option to meet the requirements of future credit enhancement by issuing Class Z VFN Notes, the size (and therefore the level of credit enhancement) of which may be increased or reduced in accordance with the needs of the Fosse Programme.

1.2       Amendments to Definition of Authorised Investments

To reflect certain requirements of the Delegated Regulation and Regulation (EU) No 575/2013 (the "CRR"), the definition of "Authorised Investments" in the Transaction Documents has been amended to clarify that such concept does not include assets which consist, in whole or in part of: (i) tranches of other ABS; or (ii) credit-linked notes, swaps or other derivative instruments or synthetic securities.

1.3       Substitution of Mortgages Trustee

To address changes to the Eurosystem monetary policy framework introduced by Guideline (EU) 2015/510 of the European Central Bank of 19 December 2014 on the implementation of the Eurosystem monetary policy framework (ECB/2014/60) regarding the jurisdiction of incorporation of mortgages trustees holding cash-flow generating assets backing asset backed securities, amendments have been made to the Transaction Documents to substitute Fosse Trustee (UK) Limited, a company incorporated in England and Wales, in place of Fosse Trustee Limited, a private company with limited liability incorporated in Jersey (i.e. being an entity incorporated outside the EEA), as the Mortgages Trustee.

1.4       Minimum Seller Share

The Mortgages Trust Deed has been amended to (i) include an obligation for the Seller to maintain at all times a Seller Share equal to at least 5 per cent. of the aggregate Current Balance of the Loans in the Portfolio (calculated in accordance with relevant risk retention requirements), and (ii) make a technical change to the calculation of the Minimum Seller Share to more accurately reflect the risks of set off against which the Minimum Seller Share was designed to protect (by only taking into account the amounts deposited by borrowers in excess of the amount guaranteed by the UK Government's Financial Services Compensation Scheme).

1.5       Extension of Maximum Loan Maturity Dates

Amendments have been made to the Transaction Documents to extend the maximum maturity date of Loans and their Related Security which may be assigned to the Mortgages Trustee from October 2052 to a floating date specified as the later of (i) October 2052 and (ii) the date which is two years prior to the earliest maturity date of any outstanding Notes.

1.6       Amendments to Funding 1 Swap Payment Mechanics

Minor amendments have been made to the terms of the Funding 1 Swaps relating to the calculation of the Funding 1 Amount and the Swap Provider Amount to clarify that such amounts, in each case, shall be determined on the basis of Calculation Periods rather than simply on the basis of Interest Periods.

1.7       Repurchase of Loans

The Mortgage Sale Agreement has been amended to include and/or update the following Loan repurchase mechanics:

·      Repurchase of Large Exposure Loans - a right has been included for the Seller to repurchase any Loan and its Related Security where the principal amount of that Loan increases above £750,000.

·      Repurchase of Non-Compliant LCR Loans - the following amendments have been made to reflect certain requirements of the Commission Delegated Regulation (EU) 2015/61 of 10 October 2014 which supplements Regulation (EU) No 575/2013 of the European Parliament and the Council with regard to liquidity coverage requirements for credit institutions (the "Delegated Regulation"):

(i)         to include a new representation which states that each Loan is of a type described in paragraph 2(g)(i) of Article 13 (Level 2B securitisations) of the Delegated Regulation with respect to the liquidity coverage requirement; and  

(ii)         to provide the Seller with a one-off right to repurchase any Loans and their Related Security which do not comply with the requirements of paragraph 2(g)(i) of Article 13 of the Delegated Regulation, and shall be conditional on the Seller certifying to the Trustee that Loans and Related Security which are to be repurchased will not comprise more than 1 per cent. by value of the Trust Property at the time of such repurchase.

1.8       Substitution of Rating Agencies

Amendments have been made to the Transaction Documents, in respect of future Notes only, to include provisions entitling the Issuer to implement modifications to the Transaction Documents, to the extent that those modifications are required to remove a Rating Agency and/or to reappoint that Rating Agency or substitute it for another Rating Agency (provided that any future Notes are, at all times, rated by at least two of Moody's, Standard & Poor's and Fitch).

2.         TRANSACTION DOCUMENTS IMPLEMENTING THE AMENDMENTS

The following Transaction Documents (the "Amended Transaction Documents") have been amended and/or restated or supplemented for the purpose of implementing the Amendments:

(A)        Cash Management Agreement

(B)        Controlling Beneficiary Deed

(C)        Funding 1 Deed of Charge

(D)        Funding 1 Swap Agreement (specifically, the confirmations in respect of the Funding 1 Swaps in respect of standard variable rates, tracker rates and fixed rates of interest)

(E)        Intercompany Loan Agreement

(F)        Issuer Cash Management Agreement

(G)        Issuer Deed of Charge

(H)        Master Issuer Master Definitions and Construction Schedule

(I)         Master Definitions and Construction Schedule

(J)         Mortgage Sale Agreement

(K)        Mortgages Trust Deed

(L)        Mortgages Trustee Bank Account Agreement

(M)       Paying Agent and Agent Bank Agreement

(N)        Servicing Agreement

(O)        Trust Deed

In addition, an updated base prospectus for the Fosse Programme (the "Base Prospectus") was approved by the United Kingdom Listing Authority on 29 April 2016.  It is envisaged that future Notes issued under the Fosse Programme will be listed on the London Stock Exchange (relocating listing of the Fosse Programme from the Main Securities Market of the Irish Stock Exchange to the Main Market of the London Stock Exchange).  The listing of the Fosse Outstanding Notes is unaffected by this change.

The Amended Transaction Documents, together with the updated Base Prospectus, will be available for viewing electronically by the holders of the Outstanding Notes via the following link:

http://www.santander.co.uk/uk/about-santander-uk/investor-relations/fosse-master-trust

In addition, copies of the Amended Transaction Documents and the updated Base Prospectus will be available for inspection by the holders of the Outstanding Notes at the following office of the Principal Paying Agent:

Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB

Capitalised terms used in this Notice shall, unless defined herein or the context otherwise requires, bear the meanings given to them in the Ninth Amended and Restated Master Definitions and Construction Schedule dated 29 April 2016 and the Seventh Amended and Restated Master Issuer Master Definitions and Construction Schedule dated 29 April 2016, which can also be viewed via the link provided above and/or obtained from the office of the Principal Paying Agent specified above.

For further information, please contact:

Medium Term Funding
Santander UK plc
2 Triton Square
Regent's Place
London NW1 3AN

Tel.:      +44 (0) 20 7756 7100
Email:   [email protected]

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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