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Kenrick No.3 PLC (15GY)

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Friday 09 April, 2021

Kenrick No.3 PLC

Confirmation of Margin Adjustment

RNS Number : 0458V
Kenrick No.3 PLC
09 April 2021
 

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.

UK RETAIL INVESTORS - Manufacturer target market is eligible counterparties and professional clients only (all distribution channels) pursuant to Regulation (EU) No 2017/565, Regulation (EU) No 600/2014 and Regulation (EU) 2017/1129 as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"). No key information document (KID) pursuant to Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA ("UK PRIIPs Regulation") has been prepared as the Notes referred to in this Notice are not available to retail investors in the UK.

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, 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 advisors as you deem necessary.

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.

If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should notify the Tabulation Agent (as defined below) accordingly.

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. THE NOTICE AND ITS CONTENTS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE LAWS OF APPLICABLE JURISDICTIONS.

In accordance with normal practice, none of the Issuer, the Solicitation Agent (as defined below), the Trustee, the Agents or their affiliates (or their respective directors, employees, officers, consultants or agents) expresses any view or opinion whatsoever as to the Proposed LIBOR Modification, the Proposed Amendments, the Amended Documents (each as defined below) or the information set out in this Notice; and neither the Solicitation Agent nor the Trustee (nor their respective affiliates, directors, employees, officers, consultants or agents) makes any representation or recommendation whatsoever as to any action to be taken or not taken by Noteholders in relation to the Proposed LIBOR Modification, the Proposed Amendments, the Amended Documents or this Notice, or any document prepared in connection with any of them. Accordingly, the Issuer, the Solicitation Agent (and its affiliates) and the Trustee urge Noteholders who are in doubt as to the impact of the implementation of the Proposed LIBOR Modification, the Proposed Amendments, the Amended Documents or this Notice or any document prepared in connection with any of them (including any tax or other consequences), to seek their own independent financial, tax and legal advice. Neither the Issuer, the Trustee nor the Solicitation Agent (nor their respective directors, employees, officers, consultants or agents) has made or will make any assessment of the merits of the Proposed LIBOR Modification, the Proposed Amendments, the Amended Documents or this Notice or of the impact of the Proposed LIBOR Modification, the Proposed Amendments, the Amended Documents or this Notice on the interests of the Noteholders either as a class or as individuals.

 



 

KENRICK NO.3 PLC

11th Floor, 200 Aldersgate Street
EC1A 4HD London
United Kingdom
(the "Issuer")

 

NOTICE IN RESPECT OF BASE RATE AND SWAP RATE MODIFICATION - CONFIRMATION OF MARGIN ADJUSTMENT

to the holders of the following notes of the Issuer presently outstanding

£350,000,000 Class A Mortgage Backed Floating Rate Notes Due 2054

ISIN: XS1725341041

 

£33,100,000 Class B Mortgage Backed Floating Rate Notes Due 2054

ISIN: XS1725342015

 (the "Noteholders" and the "Notes", respectively)

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.

NOTICE IS HEREBY GIVEN by the Issuer to the Noteholders in accordance with Condition 22 (Notices) as follows:

1.  We refer to the Notice of Base Rate and Swap Rate Modification given to Noteholders (RNS Number: 4841R) dated 8 March 2021 (the "First Notice"), which set forth the Issuer's intention to amend and restate the Incorporated Terms Memorandum, the Trust Deed, the Mortgage Administration Agreement, the front swap confirmation relating to the Fixed Rate Swap Agreement and the Account Bank Agreement (the "Amended Documents") to:

(a)  remove references to "LIBOR";

(b)  change the reference rate to refer to a "SONIA" based rate;

(c)  change the interest rate calculation provisions to refer to a "SONIA" based rate;

(d)  reprice the Relevant Margin on the Notes to reflect the move from LIBOR reference rate to a SONIA reference rate;

(e)  align the base rate of the Fixed Rate Swap to the updated reference rate for the Class A Notes; and

(f)  certain other changes necessary or advisable to facilitate the changes in (a) to (e) above,

(the "Proposed LIBOR Modification") in accordance with the procedures set forth in Condition 17.2 (Additional Right of Modification) of the Notes.

The Amended Documents in blackline format can be viewed at the following link https://www.westbrom.co.uk/about-us/financial-information/securitisation-transactions, with the changes set out therein being the "Proposed Amendments".

Capitalised terms used in this notice but not defined herein shall have the meanings given to them in the First Notice.

2.  We also refer to the Notice to Noteholders (RNS Number: 9710U) dated 9 April notifying Noteholders that the Proposed LIBOR Modification has been accepted by way of negative consent of the Class A Noteholders in accordance with Condition 17.2 (Additional Right of Modification).

3.  In accordance with the Pricing Steps Paper, attached as Appendix 1 to the First Notice, (and as more particularly set out therein), the determination of the relevant market observable screen spot rates took place at or around 2 p.m. London time (the "Pricing Time") on 9 April 2021 (the "Pricing Date"). Accordingly:

(a)  The Adjusted Margin for the Class A Notes has been determined as 0.442 per cent. per annum, being the sum of:

(i)  0.37 per cent. (the current Relevant Margin for the Class A Notes); plus

(ii)  the LIBOR vs SONIA Interpolated Basis, which was determined as being 0.072 per cent.

No Forward Adjustment Spread has been applied on the basis that the adjustment observed at the Pricing Time did not warrant a positive adjustment to be made.

(b)  The Adjusted Step-Up Margin for the Class A Notes has been determined as 0.859 per cent. per annum, being the sum of:

(i)  0.74 per cent (the current Step-Up Margin); plus

(ii)  the Class A Step-Up Margin Adjustment, which was determined as being 0.119 per cent.

(c)  The Adjusted Margin for the Class B Notes has been determined as 0.072 per cent. per annum, being the sum of:

(i)  0.00 per cent. (the current Relevant Margin for the Class B Notes); plus

(ii)  the LIBOR vs SONIA Interpolated Basis, which was determined as being 0.072 per cent.

No Forward Adjustment Spread has been applied on the basis that the adjustment observed at the Pricing Time did not warrant a positive adjustment to be made.

4.  Additional notification will be made to Noteholders in accordance with Condition 22 (Notices) as soon as reasonably practicable following the implementation of the Proposed LIBOR Modification. The Proposed LIBOR Modification will be implemented on 12 April 2021, subject to satisfaction of all conditions under Condition 17.2 (Additional Right of Modification) of the Notes.

5.  Noteholders with queries concerning the content of this Notice are kindly requested to contact the Issuer, Lloyds Bank Corporate Markets plc in its capacity as the solicitation agent (the "Solicitation Agent") or Citibank, N.A., London Branch as tabulation agent (the "Tabulation Agent") using the details set out below.

Contact Details:

 

Issuer:

Kenrick No.3 Plc

c/o Maples Fiduciary Services (UK) Limited

11th Floor, 200 Aldersgate Street

London EC1A 4HD

United Kingdom

Tel: +44 (0)20 7466 1600

Attention: The Directors

Email: [email protected]

Solicitation Agent:

Lloyds Bank Corporate Markets plc

10 Gresham Street

London EC2V 7AE

United Kingdom

Tel: +44 (0)20 7158 1726/1719

Attention: Liability Management Team

Email: [email protected]

Tabulation Agent:

Citibank N.A., London Branch

Citigroup Centre Canada Square

London E14 5LB

United Kingdom

 

Tel: +44 (0)20 7508 3867

Attention: Exchange Team

Email: [email protected]

 

This Notice is given by

KENRICK NO.3 PLC

as Issuer

Dated 9 April 2021

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