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Fosse Master Issuer (82ZI)

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Friday 30 April, 2010

Fosse Master Issuer

Statement re proposed transfe

RNS Number : 2068L
Fosse Master Issuer PLC
30 April 2010
 



THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  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 independent financial adviser WHO, if you are TAKING ADVICE in the United Kingdom, IS DULY authorised under the Financial Services and Markets Act 2000.

FOSSE MASTER ISSUER PLC

NOTICE

to the holders (together, the Noteholders) of the outstanding

£205,000,000 Class A1 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0493851298 Common Code: 049385129)
€775,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0493852858 Common Code: 049385285)
£525,000,000 Class A3 Asset Backed Fixed Rate Notes due October 2054 (ISIN: XS0493854631 Common Code: 049385463)
£389,000,000 Class Z Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0493858202 Common Code: 049385820)
(the 2010-1 Notes)

€400,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0383827051 Common Code: 038382705)
(the 2008-1 Notes)

US$450,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054 (ISIN: Rule 144A:US34988MAJ53/Reg S: XS0312388209 Common Code: 031238820)
€685,000,000 Class A3 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0312388548 Common Code: 031238854)
£775,000,000 Class A4 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0312388621 Common Code: 031238862)
US$500,000,000 Class A5 Asset Backed Floating Rate Notes due October 2054 (ISIN: Rule 144A US34988MAN65/Reg S: XS0312915340 Common Code: 031291534)
(the 2007-1 Notes)

US$1,250,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054 (ISIN: Rule 144A: US34988MAB28/Reg S: XS0274284792 Common Code: 27428479)
€937,500,000 Class A3 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274289759 Common Code: 27428975)
£542,000,000 Class A4 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274293785 Common Code: 27429378)
US$45,000,000 Class B2 Asset Backed Floating Rate Notes due October 2054 (ISIN: Rule 144A: US34988MAD83/Reg S: XS0274285682 Common Code: 27428568)
€37,000,000 Class B3 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274290252 Common Code: 27429025)
£16,750,000 Class B4 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274294163 Common Code: 27429416)
US$34,500,000 Class M2 Asset Backed Floating Rate Notes due October 2054 (ISIN: Rule 144A: US34988MAF32/ Reg S: XS0274287621 Common Code: 27428762)
€27,500,000 Class M3 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274291060 Common Code: 27429106)
£13,750,000 Class M4 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274294759 Common Code: 27429475)
US$40,500,000 Class C2 Asset Backed Floating Rate Notes due October 2054 (Rule 144A: US34988MAG15/Reg S: XS0274288942 Common Code: 27428894)
€22,500,000 Class C3 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274291656 Common Code: 27429165)
£6,250,000 Class C4 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274294916 Common Code: 27429491)
(the 2006-1 Notes and, together with the 2007-1 Notes, the 2008-1 Notes and the 2010-1 Notes, the Notes)

Proposed transfer to Santander UK plc of the business of Alliance & Leicester plc under Part VII of the Financial Services and Markets Act 2000

NOTICE IS HEREBY GIVEN to the Noteholders of the proposed transfer (the Transfer) of the business of Alliance & Leicester plc (A&L) to Santander UK plc (Santander UK) (formerly Abbey National plc (Abbey)) and the right of any person who believes that they would be adversely affected by the Transfer to appear at the Court (as defined below) hearing and object to it, as further described below.  If the Court approves the Transfer, it is expected to take effect from and including 28 May 2010.  Following the Transfer becoming effective, Santander UK will by operation of law replace A&L as Seller, Servicer, Beneficiary (of the Mortgages Trust), Cash Manager, Funding 1 Swap Provider, Funding 1 Start-up Loan Provider, Issuer Cash Manager, an Issuer Swap Provider (with respect to the €400,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054) and Secretarial Services Provider.

Background to the Transfer

Abbey became part of the Santander Group in 2004 and, in 2008, A&L and the Bradford & Bingley savings business and branches became part of the Santander Group's operations in the UK.  The intention is to bring Abbey, the Bradford & Bingley savings business and A&L together under the Santander name.  The first step of this process was completed in January this year when Abbey and the Bradford & Bingley savings business were re-branded as Santander.  

The next step is to integrate the A&L banking and related business with Santander UK.  The Transfer will facilitate the integration of the three businesses.

The mechanics of the Transfer

The Transfer will be governed by the provisions of Part VII of the Financial Services and Markets Act 2000 (Part VII).  The Transfer requires the approval of the Court. In considering whether to give its approval, the Court will take into account whether the Transfer adversely affects creditors, customers, counterparties to contracts and others. In addition to the Court hearing, the Financial Services Authority will carry out a limited review of the proposed Transfer.

The Court hearing will take place on 13 May 2010 and will be held at The Royal Courts of Justice, Strand, London, WC2A 2LL in the Companies Court of the High Court (Chancery Division) (the Court).  Under Part VII, anyone who believes that they will be adversely affected as a result of the Transfer can appear at the Court hearing to raise their objections.  Any person who intends so to appear, or who objects to the Transfer but does not intend so to appear, is requested to give not less than three clear days' prior notice in writing of such intention or objection, and the reasons therefor, by writing to Joanne Steven at Lovells LLP, Atlantic House, 50 Holborn Viaduct, London EC1A 2FG.  Lovells LLP will ensure that your objections are raised at the Court hearing.

If the date of the Court hearing is changed for any reason, we will notify the new date to any Noteholders who have contacted Lovells LLP to register an objection.  The website of A&L (www.alliance-leicester.co.uk) and the website of Santander UK (www.santander.co.uk), where various materials relating to the Transfer can be obtained, will also be updated.

The effect on the Notes

The effect of the Transfer is to enable the business of A&L to be transferred to Santander UK without the need to take any further action on the part of the Noteholders or any relevant party to the related documentation.

On and from the Transfer being effective, Santander UK will by operation of law replace A&L as Seller, Servicer, Beneficiary (of the Mortgages Trust), Cash Manager, Funding 1 Swap Provider, Funding 1 Start-up Loan Provider, Issuer Cash Manager, an Issuer Swap Provider (with respect to the €400,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054) and Secretarial Services Provider.  Accordingly, Santander UK will assume all of A&L's rights and obligations with respect to those roles and the related documentation, as if Santander UK was the original party thereto rather than A&L and A&L will be discharged from any liabilities in respect thereof.

As described above, under Part VII, anyone who believes that they will be adversely affected as a result of the Transfer can appear at the Court hearing to raise their objections.  We do not believe, however, that the Transfer will adversely affect the interests of the Noteholders or give rise to any grounds for objection.  Substantially all of A&L's business will vest in Santander UK pursuant to the Transfer.  Fitch Ratings Ltd. (Fitch), Moody's Investors Service Limited (Moody's) and Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc. (Standard & Poor's) have been made aware of the Transfer and publicly affirmed the ratings of the Notes in connection with the issuance of the 2010-1 Notes on 12 March 2010.  In addition, Standard & Poor's has previously publicly announced on 26 February 2010 that the ratings of the Notes are not expected to be affected by the Transfer and neither Moody's nor Fitch have given any indication that they intend to take any adverse rating action as a result of the Transfer.

In any event, as part of the Transfer, A&L and Santander will request that the relevant Court order provides that the Transfer shall not, in relation to any liability of any member of the Santander UK Group (including A&L), constitute a breach of or default, event of default, potential event of default, termination event, mandatory prepayment event, enforcement event or other similar event or condition (however described) under, or allow any person to terminate, any agreement, instrument, trust deed, indenture, encumbrance, right, interest, benefit, power, obligation or title.

We have notified Law Debenture Trust Company of New York as trustee for the Noteholders (the Note Trustee) of the Transfer.  In accordance with normal practice, the Note Trustee has had no involvement with the Transfer or its formulation and expresses no opinion as to the merits of the Transfer or its impact on the position of the Noteholders.  Furthermore, the Note Trustee does not accept responsibility for the accuracy or completeness of this notice or any other document prepared in connection with the Transfer.  The Note Trustee has confirmed to us that it does not currently intend to attend the Court hearing or raise any objection in respect of the Transfer but Noteholders are reminded that if they believe that they may be adversely affected by the Transfer they are entitled to attend or raise objections (in accordance with the provisions of the section "The mechanics of the Transfer" above) and be heard at the Court hearing.

Date of the Transfer

As long as the Court gives its approval, A&L expects the Transfer to be effective from and including 28 May 2010 (the Transfer Date).

Amendments to the Transaction Documents

In addition to certain changes that have been made to the Transaction Documents on 11 March 2010 in connection with the issuance of the 2010-1 Notes (including to implement certain changes required by the Rating Agencies and to allow the Issuer to issue unrated Class Z Notes (and make corresponding NR Loan Tranches to Funding 1 under the Intercompany Loan Agreement)), the Transaction Documents to which A&L is party in its roles as Seller, Servicer, Beneficiary (of the Mortgages Trust), Cash Manager, Funding 1 Swap Provider, Funding 1 Start-up Loan Provider, Issuer Cash Manager, an Issuer Swap Provider (with respect to the €400,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054) and Secretarial Services Provider were amended at such time to provide that, subject to satisfaction of certain conditions precedent on and from the Transfer Date, such Transaction Documents shall be construed as if Santander UK had always been a party thereto to instead of A&L and, accordingly, all rights, liabilities, obligations, powers, trusts, authorities, duties and discretions exercised or performed (or exercisable or performable) by A&L in its various capacities under such Transaction Documents prior to the Transfer Date will be deemed to have been exercised or performed (or to have been exercisable or performable) by Santander UK.  However, the foregoing shall not apply to the extent inconsistent with the bank business transfer scheme under Part VII of the Financial Services and Markets Act 2000 or to create or diminish any rights, liabilities, obligations, powers, trusts, authorities, duties or discretions or to create or diminish any other assets or liabilities otherwise than as provided for thereunder.

Further information about the Transfer

Copies of a statement setting out the terms of the Transfer and further information can be obtained free of charge from A&L, from its website at www.alliance-leicester.co.uk, from www.santander.co.uk and by writing to A&L at 2 Triton Square, Regent's Place, London NW1 3AN or by telephone on +44 800 015 0964.

PRINCIPAL PAYING AGENT

Citibank, N.A., London Branch

Canada Square

London E14 5LB

This notice is given by FOSSE MASTER ISSUER PLC on 30 April 2010


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