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Wednesday 09 January, 2019

Marketplace Origin

Supplement to Consent Solicitation Memorandum

RNS Number : 6698M
Marketplace Origin Con Asset 2016-1
09 January 2019
 

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES OR CONTEMPLATES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES, THE UNITED KINGDOM OR ANY OTHER JURISDICTION.

IMPORTANT: You must read the following before continuing. The following disclaimer applies to the attached Supplement to the Consent Solicitation Memorandum dated 21 December 2018, whether received by e-mail or otherwise received as a result of electronic communication and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached Supplement. In accessing the attached Supplement, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

Confirmation of your representation: By receiving the attached Supplement you are deemed to have confirmed to HSBC Bank PLC (the Principal Paying Agent), being the sender of the attached that (i) you are a Holder or an owner of Book-Entry Interests of the Notes (as defined herein), (ii) you are not a person to or from whom it is unlawful to send the attached Supplement or to solicit consents under the Consent Solicitation described herein under applicable laws, (iii) you consent to delivery of the attached Supplement by electronic transmission and (iv) you have understood and agreed to the terms set forth in this disclaimer. If you have sold or otherwise transferred one or more of your Notes or beneficial interests therein after receiving this Supplement, you should contact the Principal Paying Agent immediately.

The attached Supplement has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of Market Originated Consumer Assets 2016-1 plc, the Principal Paying Agent or any person who controls, or is a director, officer, employee or agent of Market Originated Consumer Assets 2016-1 plc, the Principal Paying Agent nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Supplement distributed to you in electronic format and the hard copy version available to you on request from the Principal Paying Agent. To the extent that you have used any Notes as collateral or security in any third party repurchase or swap transactions (including with the European Central Bank (the ECB) or the Bank of England (the BoE)), it is incumbent upon you as investor to notify such third party, as may be required under such arrangements, of the changes detailed in the attached Supplement.

The attached Supplement may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.

You are reminded that the attached Supplement has been delivered to you on the basis that you are a person into whose possession the attached Supplement may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver the attached Supplement to any other person.

The distribution of the attached Supplement in certain jurisdictions may be restricted by law. Persons into whose possession the attached Supplement comes are requested to inform themselves about, and to observe, any such restrictions.

 

 

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This document contains important information which should be read carefully before any decision is made in respect of these proposals. If you are in any doubt about any aspect of the proposals contained herein and/or 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.

This Supplement to the Consent Solicitation Memorandum dated 21 December 2018 is addressed only to holders of the Notes (as defined below) who are 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 Supplement relates is available only to relevant persons and will be engaged in only with relevant persons. This Supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons.

If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should contact the Principal Paying Agent immediately.

 

Marketplace Originated Consumer Assets 2016-1 plc

Incorporated with limited liability in England and Wales with registered number 10027160

(the Issuer)

 

£7,500,000 Class C Floating Rate Asset-Backed Notes due October 2024

(ISIN: XS1488429066, Common Code: 148842906)

(the Class C Notes, and holders thereof the Class C Noteholders)

 

£9,000,000 Class D Floating Rate Asset-Backed Notes due October 2024

(ISIN: XS1488429736, Common Code: 148842973)

(the Class D Notes, and holders thereof the Class D Noteholders)

 

(the Class C Notes and the Class D Notes each, the Notes, and holders thereof each, the Noteholders)

 

SUPPLEMENT TO CONSENT SOLICITATION MEMORANDUM

in respect of the Noteholders

 

relating to the proposal to dispose of certain non-performing loans in the Loan Portfolio relating to the Notes (the Noteholder Proposal)

 

This document supplements, and should be read in conjunction with, the Consent Solicitation Memorandum dated 21 December 2018 attached as Annex A hereto, the terms of which are incorporated by reference into this Supplement.

The following is included as a new paragraph at the end of Section 2.2 (Noteholder Proposal) of the Consent Solicitation Memorandum:

"Based on the cut-off date of 16 October 2018, the Disposal Loans comprise a total of 739 Loans with a total principal amount outstanding of £3,908,020.12. As of the cut-off date of 16 October 2018, £18,925.09 in total principal amount outstanding of the Disposal Loans were designated as Delinquent Loans but subsequently became Defaulted Loans as of 31 December 2018. The proceeds of sale of the Disposal Loans will be £944,770.28. Any onward sale of the Disposal Loans will be for the same price as such Disposal Loans are purchased from the Issuer."

The date of this Supplement is 8 January 2019.

 

ANNEX 1 Consent Solicitation Memorandum

 

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES OR CONTEMPLATES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES, THE UNITED KINGDOM OR ANY OTHER JURISDICTION.

IMPORTANT: You must read the following before continuing. The following disclaimer applies to the attached Consent Solicitation Memorandum, whether received by e-mail or otherwise received as a result of electronic communication and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached Consent Solicitation Memorandum. In accessing the attached Consent Solicitation Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

Confirmation of your representation: By receiving the attached Consent Solicitation Memorandum you are deemed to have confirmed to HSBC Bank PLC (the Principal Paying Agent), being the sender of the attached that (i) you are a Holder or an owner of Book-Entry Interests of the Notes (as defined herein), (ii) you are not a person to or from whom it is unlawful to send the attached Consent Solicitation Memorandum or to solicit consents under the Consent Solicitation described herein under applicable laws, (iii) you consent to delivery of the attached Consent Solicitation Memorandum by electronic transmission and (iv) you have understood and agreed to the terms set forth in this disclaimer. If you have sold or otherwise transferred one or more of your Notes or beneficial interests therein after receiving this Consent Solicitation Memorandum, you should contact the Principal Paying Agent immediately.

The attached Consent Solicitation Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of Market Originated Consumer Assets 2016-1 plc, the Principal Paying Agent or any person who controls, or is a director, officer, employee or agent of Market Originated Consumer Assets 2016-1 plc, the Principal Paying Agent nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Principal Paying Agent. To the extent that you have used any Notes as collateral or security in any third party repurchase or swap transactions (including with the European Central Bank (the ECB) or the Bank of England (the BoE)), it is incumbent upon you as investor to notify such third party, as may be required under such arrangements, of the changes detailed in the attached Consent Solicitation Memorandum.

The attached Consent Solicitation Memorandum may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.

You are reminded that the attached Consent Solicitation Memorandum has been delivered to you on the basis that you are a person into whose possession the attached Consent Solicitation Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver the attached Consent Solicitation Memorandum to any other person.

The distribution of the attached Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the attached Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.

 

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This document contains important information which should be read carefully before any decision is made in respect of these proposals. If you are in any doubt about any aspect of the proposals contained herein and/or 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.

This Consent Solicitation Memorandum is addressed only to holders of the Notes (as defined below) who are 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 Consent Solicitation Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. This Consent Solicitation Memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons.

If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should contact the Principal Paying Agent immediately.

 

Marketplace Originated Consumer Assets 2016-1 plc

Incorporated with limited liability in England and Wales with registered number 10027160

(the Issuer)

 

£7,500,000 Class C Floating Rate Asset-Backed Notes due October 2024

(ISIN: XS1488429066, Common Code: 148842906)

(the Class C Notes, and holders thereof the Class C Noteholders)

 

£9,000,000 Class D Floating Rate Asset-Backed Notes due October 2024

(ISIN: XS1488429736, Common Code: 148842973)

(the Class D Notes, and holders thereof the Class D Noteholders)

 

(the Class C Notes and the Class D Notes each, the Notes, and holders thereof each, the Noteholders)

 

CONSENT SOLICITATION MEMORANDUM

in respect of the Noteholders

 

relating to the proposal to dispose of certain non-performing loans in the Loan Portfolio relating to the Notes (the Noteholder Proposal)

 

A notice (the Notice of Meeting) convening separate meetings of the Class C Noteholders and the Class D Noteholders (collectively, the Noteholders) to be held at 11:30 a.m., 11:45 a.m. and 12:00 p.m. (or such later time as any immediately preceding meeting ends), respectively (in each case, London time), on Monday, 14 January 2019 (each a Meeting) is set out in Annex 1-Form of Notice of Noteholders' Meeting of this Consent Solicitation Memorandum. The Notice of Meeting is to be delivered to Euroclear and Clearstream, Luxembourg (each as defined in the Notice of Meeting) on Friday, 21 December 2018.

The £7,500,000 Class B Floating Rate Asset-Backed Notes due October 2024 (ISIN: XS1488428506, Common Code: 148842850) will be fully redeemed prior to the Meetings and are not covered by this Consent Solicitation Memorandum.

The Notice of Meeting sets out an ordinary resolution (the Ordinary Resolution) which will be proposed at the Meeting. The Noteholder Proposal, including the Ordinary Resolution in Annex 1, is set out in Section 3-Noteholder Proposal of this Consent Solicitation Memorandum.

P2P Global Investments plc (P2PGI) holds the Class Z Variable Rate Notes due 2024 (the Class Z Notes and holders thereof, the Class Z Noteholders) and will pass a Written Resolution in respect of those notes in favour of the Noteholder Proposal.

A description of the action to be taken by the Noteholders is set out in Annex 1-Form of Notice of Noteholders' Meeting and Section 5- Procedures in Connection with the Consent Solicitation of this Consent Solicitation Memorandum.

THE CONSENT SOLICITATION MEMORANDUM FOLLOWING THIS PAGE HAS NOT BEEN FILED WITH OR REVIEWED BY ANY NATIONAL OR FOREIGN, INCLUDING ANY UNITED STATES FEDERAL OR STATE, SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE CONSENT SOLICITATION MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.

The date of this Consent Solicitation Memorandum is 21 December 2018.

NOTHING IN THIS CONSENT SOLICITATION MEMORANDUM CONSTITUTES OR CONTEMPLATES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES, THE UNITED KINGDOM OR ANY OTHER JURISDICTION.

The Issuer accepts responsibility for the information contained in this Consent Solicitation Memorandum. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Consent Solicitation Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information.

Each Noteholder is solely responsible for making its own independent appraisal of all matters (including those relating to the Consent Solicitation, the Notes and the Issuer) as such Noteholder deems appropriate, and each Noteholder must make its own decision as to whether to consent to the Noteholder Proposal. The Principal Paying Agent is the agent of the Issuer and owes no duty to any Noteholder.

None of the Principal Paying Agent, the Trustee or any of their respective directors, employees or affiliates have independently verified, or assume any responsibility for the accuracy or completeness of the information concerning or statements contained in the Consent Solicitation, the Noteholder Proposal, the Ordinary Resolutions, the Notes or the Issuer in this Consent Solicitation Memorandum or for any failure by the Issuer to disclose events that may have occurred and may affect the significance or accuracy of such information and the terms of any amendment to the Consent Solicitation and/or the Noteholder Proposal.

None of the Principal Paying Agent, the Trustee or any of their respective directors, employees or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Consent Solicitation or the Noteholder Proposal, and accordingly none of the Principal Paying Agent, the Trustee or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Consent Solicitation, the Ordinary Resolutions and/or the Noteholder Proposal, or any recommendation as to whether the Noteholders should participate in the Noteholder Proposal.

The Trustee has not been involved in the formulation or negotiation of the Consent Solicitation or the Noteholder Proposal and, in accordance with normal practice, the Trustee expresses no opinion as to the merits (or otherwise) of the Ordinary Resolution and has no opinion as to whether the Noteholders, whether individually or as a class, would be acting in their best interests in participating in the Consent Solicitation, accepting or rejecting the Noteholder Proposal or voting for or against the Ordinary Resolution and nothing in this Consent Solicitation Memorandum should be construed as a recommendation to Noteholders from the Trustee to vote in favour of, or against, the Noteholder Proposal. The Trustee has authorised it to be stated that, on the basis of the information set out in this Consent Solicitation Memorandum, all of which the Trustee recommends that Noteholders should read carefully, it has no objection to the Consent Solicitation, the Noteholder Proposal or the proposed Ordinary Resolution being submitted to the Noteholders for their consideration. Noteholders should take their own independent legal, financial, tax or other advice on the merits and on the consequences of voting in favour of the Ordinary Resolution, including any tax consequences. The Trustee is not responsible for the accuracy, completeness, validity or correctness of the statements made in this Consent Solicitation Memorandum or omissions therefrom and the Trustee makes no representation that all relevant information has been disclosed to the Noteholders in or pursuant to this Consent Solicitation Memorandum.

The delivery or distribution of this Consent Solicitation Memorandum shall not, under any circumstances, create any implication that the information contained in this Consent Solicitation Memorandum is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth in this Consent Solicitation Memorandum or in the affairs of the Issuer.

This Consent Solicitation Memorandum does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any other entity. The distribution of this Consent Solicitation Memorandum may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this Consent Solicitation Memorandum comes are required by the Issuer, the Principal Paying Agent and the Trustee to inform themselves about, and to observe, any such restrictions. This Consent Solicitation Memorandum does not constitute a solicitation in any circumstances in which such solicitation is unlawful. None of the Issuer, the Principal Paying Agent or the Trustee will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.

No person has been authorised to make any recommendation on behalf of the Issuer, the Principal Paying Agent or the Trustee as to whether or how the Noteholders should vote pursuant to the Noteholder Proposal. No person has been authorised to give any information, or to make any representation in connection therewith, other than those contained herein. If made or given, such recommendation or any such information or representation must not be relied upon as having been authorised by the Issuer, the Principal Paying Agent or the Trustee.

This Consent Solicitation Memorandum is issued and directed only to the Noteholders and no other person shall, or is entitled to, rely or act on, or be able to rely or act on, its contents, and it should not be relied upon by any Noteholder for any purpose other than the Consent Solicitation.

Each person receiving this Consent Solicitation Memorandum is deemed to acknowledge that such person has not relied on the Issuer, the Principal Paying Agent or the Trustee in connection with its decision on how to vote in relation to the Ordinary Resolution. Each such person must make its own analysis and investigation regarding the Noteholder Proposal and make its own voting decision, with particular reference to its own investment objectives and experience, and any other factors which may be relevant to it in connection with such voting decision. If such person is in any doubt about any aspect of the Noteholder Proposal and/or the action it should take, it should consult its professional advisers.

Unless the context otherwise requires, all references in this Consent Solicitation Memorandum to Noteholders or holders of the Notes include:

(a)     the Participants; and

(b)     any Indirect Participants (which term includes persons that hold beneficial interests through such Indirect Participants).

All references in this Consent Solicitation Memorandum to £ and Pounds Sterling refer to the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

 

 

Contents

 

1. Expected Timetable............................................................................................................................................................... 5

1.1    Notes held through Euroclear or Clearstream, Luxembourg                                                                                                  5

1.2    General                                                                                                                                                                                5

2. Rationale and Noteholder Proposal Overview.................................................................................................................. 8

2.1    Background                                                                                                                                                                         8

2.2     Noteholder Proposal                                                                                                                                                           8

2.3     Issuer Certification                                                                                                                                                              8

3. Noteholder Proposal............................................................................................................................................................. 9

3.1    Introduction                                                                                                                                                                        9

3.2     Noteholder Proposal                                                                                                                                                           9

3.3     Submission of Instruction                                                                                                                                                    9

3.4     Conditionality                                                                                                                                                                     9

3.5     Execution                                                                                                                                                                            9

4. Tax Consequences.............................................................................................................................................................. 11

5. Procedures in Connection with the Consent Solicitation........................................................................................... 12

5.1... Procedure for delivering Electronic Voting Instructions.................................................................................................... 12

5.2.... Acknowledgements, Representations, Warranties and Undertakings................................................................................. 13

5.3.... Additional terms of the Consent Solicitation.................................................................................................................... 15

5.4.... Responsibility for Delivery of Electronic Voting Instructions........................................................................................... 15

5.5.... Withdrawal Rights............................................................................................................................................................ 16

5.6.... Irregularities..................................................................................................................................................................... 16

5.7.... Amendments.................................................................................................................................................................... 16

5.8.... Participation by the Principal Paying Agent.................................................................................................................... 16

5.9.... Risk Factors..................................................................................................................................................................... 16

5.10.. Governing Law and Jurisdiction........................................................................................................................................ 17

5.11.. Miscellaneous................................................................................................................................................................... 17

5.12.. Announcements............................................................................................................................................................... 17

6. Principal Paying Agent and Trustee................................................................................................................................. 18

 

 

 

 

1. Expected Timetable

The times and dates below in relation to an adjourned Meeting are indicative only. All times are London time.

In relation to the times and dates indicated below, the Noteholders holding Notes in Euroclear or Clearstream, Luxembourg (each, a Clearing System), should note the particular practices and policies of the relevant Clearing System regarding their communications deadlines, which will determine the latest time at which instructions may be delivered to the relevant Clearing System (which may be earlier than the deadlines set out below) so that they are received by the Principal Paying Agent within the deadline set out below.

The Noteholders who are not Participants should read carefully the provisions set out in the "Voting and Quorum" section of the Notice of Meeting which accompanies this Consent Solicitation Memorandum.

1.1    Notes held through Euroclear or Clearstream, Luxembourg

The owners of Book-Entry Interests that are held in the name of a Participant (which may be a broker, dealer, bank, custodian, trust company or other nominee or custodian) or an Indirect Participant should contact such entity sufficiently in advance of the relevant date if they wish to submit an electronic voting and blocking instruction, which must be submitted or delivered through the relevant Clearing System by the Participant instructing the relevant Clearing System that the vote(s) attributable to the Notes the subject of such electronic voting instruction should be cast in favour of or against the Ordinary Resolution, which instructions shall form part of a block voting instruction to be issued by the Principal Paying Agent appointing the Principal Paying Agent as its proxy in relation to the Meeting (Electronic Voting Instructions) and procure that the Notes are blocked in accordance with the normal procedures of the relevant Clearing System and the deadlines imposed by such Clearing System.

1.2    General

The Noteholders should note that voting certificates obtained and Electronic Voting Instructions given in respect of the Meeting will not remain valid for any adjourned Meeting. Noteholders wishing to vote at any adjourned Meeting will need to obtain new voting certificates or give new Electronic Voting Instructions in relation to any such adjourned Meeting.

In accordance with Condition 10 (Notifications) of the Notes, all notices to Noteholders will be given through delivery to the relevant Clearing Systems and via an RNS announcement.

Friday, 21 December 2018

(At least 21 clear days before the Meeting)

1.

Notice of Meeting to be delivered to Euroclear and Clearstream, Luxembourg for communication to Participants and via an RNS announcement.

The Consent Solicitation Memorandum to be available from the Principal Paying Agent upon request.

By:

11:45 a.m., in respect of the Meeting of Class C Noteholders; and

12:00 p.m., in respect of the Class D Noteholders,

(in each case, London time) on Thursday, 10 January 2019

(At least 48 hours before the relevant Meeting)

2.

Expiration Deadline: Final time by which the relevant Noteholders have arranged for:

(i)    obtaining a voting certificate from the Principal Paying Agent to attend and vote at the Meeting in person; or

(ii)   receipt by the Principal Paying Agent of an Electronic Voting Instruction in accordance with the procedures of Euroclear and Clearstream, Luxembourg, as applicable.

3.

Final time by which the relevant Noteholders have given notice to the Principal Paying Agent (via the Clearing Systems) of any intended revocation of, or amendment to, voting instructions previously given by them.

11:45 a.m. (London time) on Monday, 14 January 2019

5.

£7,500,000 CLASS C NOTEHOLDERS' MEETING HELD (or such later time as any immediately preceding meeting ends)

12:00 p.m. (London time) on Monday, 14 January 2019

6.

£9,000,000 CLASS D NOTEHOLDERS' MEETING HELD (or such later time as any immediately preceding meeting ends)

As soon as reasonably practicable after the Meetings

7.

Announcement and publication of the results of the Meetings in accordance with Paragraph 5.12 ( Announcements) of this Consent Solicitation Memorandum.

If the Ordinary Resolution is passed at each Meeting and all other requisite consents with respect to the Noteholder Proposal have been obtained in order for the Disposal to proceed:

On or about 28 February 2019

8.

Expected completion date of the sale of the Disposal Loans to the Seller (the Completion Date).

If a quorum is not achieved at the Meeting:

Tuesday, 15 January 2019

(At least 10 clear days before the adjourned Meetings)

9.

Notice of the Noteholders' adjourned Meetings to be delivered to Euroclear and Clearstream, Luxembourg and via an RNS announcement.

By:

11:45 a.m., in respect of the Meeting of Class C Noteholders; and

12:00 p.m., in respect of the Class D Noteholders,

(in each case, London time) on Thursday, 24 January 2019

(At least 48 hours before the relevant Meeting)

10.

Expiration Deadline: Final time by which the relevant Noteholders have arranged for:

(i)    obtaining a voting certificate from the Principal Paying Agent to attend and vote at the adjourned Meeting in person; or

(ii)   receipt by the Principal Paying Agent of an Electronic Voting Instruction in accordance with the procedures of Euroclear and Clearstream, Luxembourg.

11.

Final time by which Noteholders have given notice to the Principal Paying Agent (via the Clearing Systems) of any intended revocation of, or amendment to, voting instructions previously given by them.

11:45 a.m. (London time) on Monday, 28 January 2019

(At least 14 days but no more than 42 days after the Meeting)

13.

(IF REQUIRED) £7,500,000 CLASS C NOTEHOLDERS' ADJOURNED MEETING HELD (or such later time as any immediately preceding meeting ends)

12:00 p.m. (London time) on Monday, 28 January 2019

(At least 14 days but no more than 42 days after the Meeting)

14.

(IF REQUIRED) £9,000,000 CLASS D NOTEHOLDERS' ADJOURNED MEETING HELD (or such later time as any immediately preceding meeting ends)

If a quorum is achieved at each adjourned Meeting:

As soon as reasonably practicable after the adjourned Meetings

15.

Announcement and publication of the results of the adjourned Meetings in accordance with Paragraph 5.12 (Announcements) of this Consent Solicitation Memorandum.

If the Ordinary Resolution is passed (at each adjourned Meeting) and all other requisite consents with respect to the Noteholder Proposal have been obtained in order for the Disposal to proceed:

On or about 28 February 2019

16.

Expected Completion Date.

 

2. Rationale and Noteholder Proposal Overview

Set out in this section of the Consent Solicitation Memorandum is the rationale for and the background to the Noteholder Proposal being tabled for your consideration at the Meeting to be held on 14 January 2019.

2.1    Background

Based on portfolio composition as of 16 October 2018 (i) approximately £[___] in principal amount outstanding of Delinquent Loans and (ii) approximately £[___] in principal amount outstanding of Defaulted Loans (together, the Disposal Loans) are proposed for disposal.

2.2    Noteholder Proposal

The full amount of potential shortfalls represented by the Disposal Loans has been provisioned for in the credit structure as follows:

•        any Default Amounts in the immediately preceding Collection Period are recorded in the Principal Deficiency Ledgers;

•        such Default Amounts and the amount of any Available Principal Proceeds applied to fund a Remaining Senior Interest Deficiency are recorded as a debit to the relevant Principal Deficiency Ledger in a reverse sequential order to each Class up that Class's Principal Amount Outstanding;

•        amounts debited to a Principal Deficiency Ledger are reduced to the extent of Available Interest Proceeds available on each Note Payment Date in accordance with the Pre-acceleration Interest Priority of Payments (in sequential order); and

•        to the extent it is available, excess spread which, in the absence of such Default Amounts, would otherwise have been distributed to the Class Z Noteholders is used to cover any Principal Deficiency Ledger balance.

Further, to date, all shortfalls on Delinquent Loans and Defaulted Loans have been fully covered by excess Available Interest Proceeds and accordingly covered by Principal Deficiency Ledgers.

However, in the interests of all Classes of Noteholders, and in order to maximise recoveries, it is proposed that the Issuer enter into a sale and purchase agreement with the Seller in respect of the Disposal Loans (the Disposal) whereby the Seller will agree to pay a consideration equal to the principal amount outstanding of such Disposal Loans which either meets or exceeds the expected rate of recovery modelled by the Rating Agencies in respect of the Defaulted Loans (the Purchase Price). The modelled recovery rates by Rating Agencies range between 5% and 20%.

The Disposal represents a procedure that will allow the Issuer to maximise recoveries and avoid potential costs associated with enforcement of such Disposal Loans (for example, any costs of a Collections Agency appointed by the Platform Servicer under the Servicing Agreement), which, in the opinion of the Seller, is a more economically attractive outcome for the Issuer (and, by extension, the Noteholders) and in keeping with the spirit of the recoveries procedure in respect of Defaulted Loans as set out in the Servicing Agreement. Any such enforcement process could also result in a lower rate of recovery than that represented by the Disposal.

The proceeds of sale of the Disposal Loans will constitute Available Principal Proceeds which are required to be distributed in accordance with the relevant Priority of Payments on the next Note Payment Date following the Completion Date, thereby using such proceeds to pay down the Notes in Sequential Order.

2.3    Issuer Certification

The Issuer certifies that: (i) the only effects of the Disposal are set out in the Noteholder Proposal; (ii) there are no amendments proposed to the Transaction Documents; and (iii) neither the Noteholder Proposal nor the Ordinary Resolution contained herein constitutes or invokes a Basic Terms Modification.

3. Noteholder Proposal

3.1    Introduction

The Noteholder Proposal set out in this Consent Solicitation Memorandum is a proposal by the Issuer to the Noteholders of each Class to approve the Ordinary Resolution set out in Annex 1-Form of Notice of Noteholders' Meeting of this Consent Solicitation Memorandum.

In this Consent Solicitation Memorandum, where the context requires, references to the Notes, the Noteholders and the meeting or Meeting shall be to the Notes, the Noteholders and the meeting or Meeting of the relevant Class of Notes or, as the case may be, Noteholders thereof.

3.2    Noteholder Proposal

The Issuer, under the Noteholder Proposal, is proposing an Ordinary Resolution to the Noteholders of each Class. In order to be passed, the Ordinary Resolution must be passed by the Noteholders of each Class. If passed by the Noteholders of each Class, it will be binding on all holders of the Notes, including those Noteholders who do not approve the Noteholder Proposal or who do not vote on the Ordinary Resolution.

The Ordinary Resolution, if passed, constitutes a direction by the Noteholders of the relevant Class to the Trustee to consent to the Disposal.

3.3    Submission of Instruction

The submission of an Electronic Voting Instruction which is received by the Principal Paying Agent at or prior to the Expiration Deadline, which is not validly revoked, will automatically instruct the Principal Paying Agent to appoint the Principal Paying Agent (or its nominee) as its proxy to attend the Meeting (and any adjourned such Meeting) and to vote in favour of or against the Ordinary Resolution in respect of the Notes which are the subject of the relevant Electronic Voting Instruction.

Noteholders who are not Participants should arrange for the Participant through which they hold their Notes to deliver an Electronic Voting Instruction on their behalf to and through, and in accordance with and by the deadlines specified by, the relevant Clearing System for receipt by the Principal Paying Agent no later than the Expiration Deadline.

By delivering a valid Electronic Voting Instruction to the relevant Clearing System, the Notes the subject of such Electronic Voting Instruction shall then be blocked in the relevant Clearing System to the order of the Principal Paying Agent until (i) valid revocation of such Electronic Voting Instruction or (ii) the conclusion of the Meeting (including any adjourned such Meeting). While blocked, the Notes which are the subject of any such Electronic Voting Instruction may not be transferred. By delivering a valid Electronic Voting Instruction to the relevant Clearing System, each Noteholder and owner of Book-Entry Interests will be deemed to consent to the relevant Clearing System providing details concerning such Noteholder's identity to the Issuer, the Principal Paying Agent and the Trustee and their respective legal advisers.

Noteholders should note that voting certificates obtained and Electronic Voting Instructions given in respect of the Meeting will not remain valid for any adjourned Meeting. Noteholders wishing to vote at any adjourned Meeting will need to obtain new voting certificates or give new Electronic Voting Instructions in relation to any such adjourned Meeting.

The Meetings of Noteholders will, if the Ordinary Resolution is passed at each such Meeting, consent to the Disposal (and authorise, direct, request and empower the Trustee to consent to the same).

3.4    Conditionality

As a condition to the implementation of the Ordinary Resolution and the Noteholder Proposal, the holder of the Class Z Notes will pass the Ordinary Resolution as a Written Resolution.

3.5    Execution

If the Ordinary Resolution is passed by the requisite majority of Noteholders of each Class of Notes, then subject to the conditionality set out in paragraph 3.4 (Conditionality) above, the Noteholder Proposal will be effected (amongst other required steps) by entry by all the required parties into such documents as may be necessary or desirable to give effect to the Ordinary Resolution.

A copy of this Consent Solicitation Memorandum will be available for inspection by Noteholders prior to the Meetings at the specified office of the Principal Paying Agent and at the Meetings.

Nothing in the Noteholder Proposal or in any other section of this Consent Solicitation Memorandum requires the Issuer to implement the Noteholder Proposal, even if the Noteholder Proposal is approved by the Ordinary Resolution.

Nothing in this Consent Solicitation Memorandum prevents any Noteholder from voting against the Ordinary Resolution.

4. Tax Consequences

In view of the number of different jurisdictions where tax laws may apply to a Noteholder, this Consent Solicitation Memorandum does not discuss the tax consequences for Noteholders arising from the Consent Solicitation or the Noteholder Proposal and their implementation. Noteholders are urged to consult their own professional advisers regarding these possible tax consequences under the laws of the jurisdictions that apply to them. Noteholders are liable for their own taxes and have no recourse to the Issuer, the Principal Paying Agent or the Trustee with respect to taxes arising in connection with the Noteholder Proposal.

5. Procedures in Connection with the Consent Solicitation

5.1    Procedure for delivering Electronic Voting Instructions

(a)     In this Consent Solicitation Memorandum, where the context requires, references to the Notes, the Noteholders and the meeting or Meeting shall be to the Notes, the Noteholders and the meeting or Meeting of the relevant Class of Notes or, as the case may be, Noteholders thereof.

(b)     A Noteholder or owner of Book-Entry Interests wishing to participate in the Consent Solicitation must submit, or arrange to have submitted on its behalf, a duly completed Electronic Voting Instruction which is received by the Principal Paying Agent at or before the Expiration Deadline and the deadlines set by the relevant Clearing System in accordance with the requirements of the relevant Clearing System and in the manner specified herein. Noteholders and owners of Book-Entry Interests (who are not Noteholders) should check with the bank, securities broker or any other intermediary through which they hold their Notes whether such intermediary will apply different deadlines for participation to those set out in this Consent Solicitation Memorandum and, if so, should follow those deadlines.

(c)     The submission to the Clearing Systems by a Noteholder or on behalf of an owner of Book-Entry Interests of a duly completed Electronic Voting Instruction in favour of the Ordinary Resolution prior to the Expiration Deadline will be deemed to constitute delivery of consents by such Noteholder or owner of Book-Entry Interests (Consents). Notwithstanding that Consents will be delivered by each Noteholder or on behalf of each owner of Book-Entry Interests by means of an Electronic Voting Instruction, each Noteholder or owner of Book-Entry Interests thereby agrees that such Electronic Voting Instruction in favour of the Ordinary Resolution constitutes its written consent to the Ordinary Resolution and shall constitute an instruction to the Principal Paying Agent to include such votes in favour as part of a block voting instruction to be issued by the Principal Paying Agent, appointing the Principal Paying Agent as its proxy to attend, and to cast the votes corresponding to the Notes which are the subject of the Electronic Voting Instruction in favour of the relevant Ordinary Resolution in accordance therewith, at the Meeting.

(d)     The submission to the Clearing Systems by a Noteholder or on behalf of an owner of Book-Entry Interests of a duly completed Electronic Voting Instruction against the Ordinary Resolution prior to the Expiration Deadline will constitute an instruction to the Principal Paying Agent to include such votes against as part of a block voting instruction to be issued by the Principal Paying Agent, appointing the Principal Paying Agent as its proxy to attend and to cast the votes corresponding to the Notes which are the subject of the Electronic Voting Instruction against the Ordinary Resolution in accordance therewith, at the Meeting.

(e)     The delivery of Consents by a Noteholder or on behalf of each owner of Book-Entry Interests will be deemed to have occurred upon receipt by the Principal Paying Agent of a valid Electronic Voting Instruction in favour of the Ordinary Resolution in accordance with the requirements of such Clearing System.

(f)      The receipt of any Electronic Voting Instruction by the Principal Paying Agent (via the Clearing Systems) will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of Notes in the relevant Clearing System so that no transfers may be effected in relation to such Notes. The Principal Paying Agent will, as soon as practicable following the Expiration Deadline, calculate the Electronic Voting Instructions received and the Principal Paying Agent will issue a block voting instruction appointing the Principal Paying Agent as its proxy in accordance with paragraph (b) above. A Noteholder must request the relevant Clearing System to block the Notes in his own account and to hold the same to the order or under the control of the Principal Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the Meeting. Notes so blocked will not be released until the earlier of:

(1)     the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and
(2)     in respect of:
(A)    voting certificate(s), the surrender to the Principal Paying Agent of such voting certificate(s) and notification by the Principal Paying Agent to the relevant Clearing System of such surrender or the compliance in such other manner with the rules of the relevant Clearing System; or
(B)    voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Principal Paying Agent and the same then being notified in writing by the Principal Paying Agent to the Issuer and the Trustee at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of the relevant Clearing System and with the agreement of the Principal Paying Agent to be held to its order or under its control.

(g)     Noteholders (who hold the Notes either directly or on behalf of owners of Book-Entry Interests) must take the appropriate steps through the relevant Clearing System to ensure that no transfers may be effected in relation to such blocked Notes at any time after such date, in accordance with the requirements of the relevant Clearing System and the deadlines required by such Clearing System. By blocking its Notes in the relevant Clearing System, each Noteholder (who holds the Notes either directly or on behalf of owners of Book-Entry Interests) will be deemed to consent to the relevant Clearing System providing details concerning such Noteholder's or owner of Book-Entry Interests' identity to the Issuer, the Trustee, the Principal Paying Agent and their respective legal advisers.

(h)     There are no guaranteed delivery procedures provided by the Issuer in connection with the Noteholder Proposal.

(i)      Only Noteholders may submit Electronic Voting Instructions. If an owner of Book-Entry Interests is not a Noteholder, it must arrange for the Noteholder through which it holds Notes to submit an Electronic Voting Instruction on its behalf to the relevant Clearing System prior to the deadline specified by the relevant Clearing System and the Expiration Deadline.

(j)      Owners of Book-Entry Interests of the Notes whose Notes are held in the name of a broker, dealer, bank, trust company or other nominee or custodian should contact such entity sufficiently in advance of the Expiration Deadline if they wish to submit an Electronic Voting Instruction and procure that the Notes are blocked in accordance with the normal procedures of the relevant Clearing System and the deadlines imposed by such Clearing System.

(k)     Electronic Voting Instructions may be revoked by a Noteholder acting on its own account or on behalf of an owner of Book-Entry Interests prior to the Expiration Deadline by submitting an electronic withdrawal instruction to the relevant Clearing System.

(l)      By submitting (or, in the case of any owner of Book-Entry Interests, arranging for the submission of) a valid Electronic Voting Instruction to the relevant Clearing System in accordance with the standard procedures of the relevant Clearing System, Noteholders and owners of Book-Entry Interests shall be deemed to make the acknowledgements, representations, warranties and undertakings set forth below to the Issuer, the Trustee and the Principal Paying Agent at the Expiration Deadline and on the Meeting Date (if the Noteholder or owner of Book-Entry Interests is unable to give such representations, warranties and undertakings, such Noteholder acting on its own account or on behalf of such owner of Book-Entry Interests should contact the Principal Paying Agent immediately).

5.2    Acknowledgements, Representations, Warranties and Undertakings

Each Noteholder and any relevant owner of Book-Entry Interests who votes in respect of the Ordinary Resolution is deemed to acknowledge, represent, warrant and undertake that:

(a)     It has received, reviewed and accepts the terms of this Consent Solicitation Memorandum.

(b)     It is assuming all the risks inherent in participating in the Consent Solicitation and has undertaken all the appropriate analyses of the implications of the Consent Solicitation without reliance on the Issuer, the Principal Paying Agent or the Trustee.

(c)     It has observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other required consents, complied with all requisite formalities and paid any issue, transfer or other taxes or requisite payments due from it in each respect in connection with any vote in relation to the Ordinary Resolution, in any jurisdiction and that it has not taken or omitted to take any action in breach of the representations or which will or may result in the Issuer or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with any votes in respect of the Noteholder Proposal.

(d)     It has full power and authority to vote in the Meeting (or any adjourned Meeting).

(e)     Each Electronic Voting Instruction is made on the terms and conditions set out in this Consent Solicitation Memorandum.

(f)      Each Electronic Voting Instruction is being submitted in compliance with the applicable laws or regulations of the jurisdiction in which the Noteholder is located or in which it is resident and no registration, approval or filing with any regulatory authority of such jurisdiction is required in connection with each such instruction.

(g)     By blocking Notes in the relevant Clearing System, it will be deemed to consent to the relevant Clearing System providing details concerning its identity to the Issuer, the Trustee, the Principal Paying Agent and their respective legal advisers.

(h)     Any consents delivered by it in respect of the Ordinary Resolution are made upon the terms and subject to the conditions of the Consent Solicitation and by delivery of an Electronic Voting Instruction in respect of the Ordinary Resolution. It acknowledges that the submission of a valid Electronic Voting Instruction in favour of the Ordinary Resolution to the relevant Clearing System and/or the Principal Paying Agent, as applicable, in accordance with the standard procedures of the relevant Clearing System constitutes its written consent to the Ordinary Resolution implementing the Noteholder Proposal and instruction to the Principal Paying Agent to issue a block voting instruction appointing the Principal Paying Agent as its proxy to attend, and to cast the votes corresponding to the Notes which are the subject of the Electronic Voting Instructions in favour of the Ordinary Resolution implementing the Noteholder Proposal at the Meeting in relation to the Notes.

(i)      It agrees to ratify and confirm each and every act or thing that may be done or effected by the Issuer, any of its respective directors or any person nominated by the Issuer in the proper exercise of his or her powers and/or authority hereunder.

(j)      It agrees to do all such acts and things as shall be necessary and execute any additional documents deemed by the Issuer to be desirable, in each case to perfect any of the authorities expressed to be given hereunder.

(k)     It will, upon request, execute and deliver any additional documents and/or do such other things deemed by the Issuer to be necessary or desirable to effect delivery of the Consents related to such Notes or to evidence such power and authority.

(l)      It holds and will hold, until the conclusion of the Meeting or any adjourned Meeting, as the case may be, the Notes the subject of the Electronic Voting Instruction, blocked in the relevant Clearing System and, in accordance with the requirements of the relevant Clearing System and by the deadline required by the relevant Clearing System, it has submitted, or has caused to be submitted, an Electronic Voting Instruction to the relevant Clearing System, as the case may be, to authorise the blocking of such Notes with effect on and from the date thereof so that no transfers of such Notes may be effected.

(m)    It acknowledges that none of the Issuer, the Principal Paying Agent, the Trustee or any of their respective affiliates, directors or employees has made any recommendation as to whether to vote on the Ordinary Resolution and it represents that it has made its own decision with regard to voting on the Ordinary Resolution based on any legal, tax or financial advice that it has deemed necessary to seek.

(n)     It acknowledges that until the Issuer announces that the Ordinary Resolution has been passed, no assurance can be given that the Noteholder Proposal will be completed.

(o)     It acknowledges that all authority conferred or agreed to be conferred pursuant to these acknowledgements, representations, warranties and undertakings and every obligation of the Noteholder offering to vote on the Ordinary Resolution shall to the extent permitted by applicable law be binding upon the successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives of the Noteholder voting on the Ordinary Resolution and shall not be affected by, and shall survive, the death or incapacity of the Noteholder voting on the Ordinary Resolution, as the case may be.

(p)     It acknowledges that no information has been provided to it by the Issuer, the Principal Paying Agent, the Trustee or any of their respective affiliates, directors or employees with regard to the tax consequences to Noteholders or owners of Book-Entry Interests arising from its participation in the Consent Solicitation and hereby acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its participation in the Consent Solicitation and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, the Principal Paying Agent, the Trustee or any of their affiliates, directors or employees or any other person in respect of such taxes and payments.

(q)     It is not a person from whom it is unlawful to make an invitation pursuant to the Consent Solicitation Memorandum under applicable securities laws or to seek approval of the Noteholder Proposal. Furthermore, it has not distributed or forwarded the Consent Solicitation Memorandum to any person and has complied with all laws and regulations applicable to it for the purposes of its participation.

(r)      The terms and conditions of the Consent Solicitation shall be deemed to be incorporated in, and form a part of, the Electronic Voting Instruction which shall be read and construed accordingly and that the information given by or on behalf of such Noteholder in the Electronic Voting Instruction is true and will be true in all respects at the time of the Meeting.

(s)     It irrevocably and unconditionally agrees for the benefit of the Issuer, the Principal Paying Agent and the Trustee that the courts of England are to have exclusive jurisdiction.

(t)      It gives instructions for the appointment of one or more representatives of the Principal Paying Agent by the Paying Agent as its proxy to vote in favour of the Ordinary Resolution at the Meeting (including any adjourned Meeting) in respect of all of the Notes in its account the subject of such Electronic Voting Instruction blocked in the relevant Clearing System.

5.3    Additional terms of the Consent Solicitation

(a)     Save as otherwise provided herein, any notice or announcement given to a Noteholder in connection with the Consent Solicitation will be deemed to have been duly given if delivered to the Clearing Systems.

(b)     Each Noteholder submitting an Electronic Voting Instruction in accordance with its terms shall be deemed to have agreed to indemnify the Issuer, the Principal Paying Agent, the Trustee and all of their respective affiliates, directors or employees against all and any losses, costs, fees, claims, liabilities, expenses, charges, actions or demands which any of them may incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the representations, warranties and/or undertakings given pursuant to, such vote by such Noteholder.

(c)     If any Electronic Voting Instruction or other communication (whether electronic or otherwise) addressed to the Issuer or the Principal Paying Agent is communicated on behalf of a Noteholder (by an attorney-in-fact, custodian, trustee, administrator, director or officer of a corporation or any other person acting in a fiduciary or representative capacity) that fact must be indicated in the relevant communication, and a power of attorney or other form of authority, in a form satisfactory to the Issuer, must be delivered to the Principal Paying Agent by the Expiration Deadline. Failure to submit such evidence as aforesaid may result in rejection of the acceptance. Neither the Issuer nor the Principal Paying Agent shall have any responsibility to check the genuineness of any such power of attorney or other form of authority so delivered and may conclusively rely on, and shall be protected in acting in reliance upon, any such power of attorney or other form of authority.

5.4    Responsibility for Delivery of Electronic Voting Instructions

(a)     None of the Issuer, the Principal Paying Agent or the Trustee will be responsible for the communication of Electronic Voting Instructions by:

(1)     owners of Book-Entry Interests to the Noteholder through which they hold Notes;
(2)     the Noteholder to the relevant Clearing System; or
(3)     the Clearing Systems.

(b)     If an owner of Book-Entry Interests holds its Notes through another Noteholder, such owner of Book-Entry Interests should contact that Noteholder to discuss the manner in which transmission of the Electronic Voting Instruction may be made on its behalf.

(c)     In the event that the Noteholder through which an owner of Book-Entry Interests holds its Notes is unable to submit an Electronic Voting Instruction on its behalf, such owner of Book-Entry Interests should contact the Principal Paying Agent for assistance.

(d)     Noteholders and owners of Book-Entry Interests are solely responsible for arranging the timely delivery of their Electronic Voting Instructions.

(e)     If an owner of Book-Entry Interests submits instructions in respect of its Notes through another Noteholder, such owner of Book-Entry Interests should consult with that Noteholder as to whether it will charge any service fees in connection with the participation in the Consent Solicitation.

5.5    Withdrawal Rights

(a)     Owners of Book-Entry Interests who are not also Noteholders are advised to check with the bank, securities broker or any other intermediary through which they hold their Notes whether such intermediary would require receiving instructions to participate in, or withdraw their instruction to participate in, the Consent Solicitation prior to the deadlines set out in this Consent Solicitation Memorandum (also refer to Paragraph 5.1 (Procedure for delivering Electronic Voting Instructions) above).

(b)     Electronic Voting Instructions may be revoked by Noteholders prior to the Expiration Deadline by submitting an electronic withdrawal instruction to the relevant Clearing System.

5.6    Irregularities

All questions as to the validity, form and eligibility (including the time of receipt) of any Electronic Voting Instruction or revocation or revision of an Electronic Voting Instruction or delivery of Electronic Voting Instructions will be determined by the Issuer in its sole discretion, which determination will be final and binding. The Issuer reserves the absolute right to reject any and all Electronic Voting Instructions not in a form which is, in the opinion of the Issuer, lawful. The Issuer also reserves the absolute right to waive defects in Electronic Voting Instructions with regard to any Notes. None of the Issuer, the Principal Paying Agent or the Trustee shall be under any duty to give notice to Noteholders or owners of Book-Entry Interests of any irregularities in Electronic Voting Instructions, nor shall any of them incur any liability for failure to give notification of any material amendments to the terms and conditions of the Consent Solicitation.

5.7    Amendments

(a)     Subject to applicable law and as provided herein, the Issuer may, in its sole discretion, amend the terms of or withdraw the Consent Solicitation (save for the terms of the Ordinary Resolution) at any time up to the Expiration Deadline. Notice will be given to Noteholders by the Principal Paying Agent (on behalf of the Issuer) if the terms of the Consent Solicitation are amended. If the Issuer amends the terms of the Consent Solicitation in any way or makes a new invitation to Noteholders to vote on different terms which, in the opinion of the Issuer, are less beneficial for the Noteholders of any Class (considered as a class), then the Issuer will extend the Consent Solicitation for a period deemed by the Issuer to be adequate, acting in accordance with applicable law and subject to the provisions of the Trust Deed on the convening of meetings, for the Noteholders to deliver or revoke their Electronic Voting Instruction in respect of such votes. Such Noteholder shall thereupon be entitled, for the period so determined by the Issuer to be appropriate, acting in accordance with applicable law, to withdraw any Electronic Voting Instruction given by them in accordance with the procedure set out in paragraph 5.5 above. When considering whether a matter is, or is not, less beneficial for the Noteholders of any Class, the Issuer shall not be obliged to have regard to the individual circumstances of particular Noteholder.

(b)     Unless revoked in accordance with the terms of the Consent Solicitation, any Electronic Voting Instruction submitted before the Consent Solicitation is amended or extended will be valid and binding in respect of any such amended or extended Consent Solicitation.

5.8    Participation by the Principal Paying Agent

The Principal Paying Agent may submit Electronic Voting Instructions for its own account and on behalf of other Noteholders.

5.9    Risk Factors

Blocking of Notes held through Euroclear OR Clearstream, Luxembourg

Following the submission of an Electronic Voting Instruction, the Notes which are the subject of such instructions will be blocked from trading by the relevant Clearing System until the earliest of the date on which the Ordinary Resolution is duly passed, the conclusion of the Meeting in relation to the relevant Notes and the date upon which a Noteholder becomes entitled to withdraw, and does withdraw, its vote, in the circumstances set out under the heading Paragraph 5.5 (Withdrawal Rights) above. Following the expiry of the Expiration Deadline, a Noteholder will not be able to withdraw its Electronic Voting Instruction of the Ordinary Resolution.

Responsibility for complying with the procedures of the Consent Solicitation

Noteholders are solely responsible for complying with all of the procedures for submitting Electronic Voting Instructions. None of the Issuer, the Principal Paying Agent or the Trustee assumes any responsibility for informing Noteholders of irregularities with respect to Electronic Voting Instructions.

Notes held through the Clearing Systems

In relation to the delivery or revocation of Electronic Voting Instructions or obtaining voting certificates or otherwise making arrangements for the giving of voting instructions, in each case through the Clearing Systems, Noteholders holding Notes in Euroclear or Clearstream, Luxembourg should note the particular practice and policy of the relevant Clearing System, including any earlier deadlines set by such Clearing System.

Noteholders bound by Ordinary Resolution

The Noteholder Proposal will not be implemented unless, among other things, the Ordinary Resolution relating to the Noteholder Proposal is duly passed by holders of each Class of Notes. Once the Ordinary Resolution is passed and becomes effective in accordance with its terms each present and future Noteholder of the Notes will be bound by the Ordinary Resolution, whether or not such Noteholder delivered an Electronic Voting Instruction, or otherwise voted or abstained from voting in connection with the Ordinary Resolution.

Responsibility for information on the Issuer and the Notes

Noteholders are responsible for independently investigating the position of the Issuer and the nature of the Notes and the amendments proposed thereto. None of the Issuer, the Principal Paying Agent or the Trustee assumes any responsibility for informing Noteholders as to the position of the Issuer, and/or the nature of the Notes and the amendments proposed thereto in connection with this Consent Solicitation Memorandum.

No assurance that the Noteholder Proposal will be implemented

Noteholders are responsible for complying with all of the procedures for delivering Electronic Voting Instructions. None of the Issuer, the Principal Paying Agent or the Trustee assumes any responsibility for informing Noteholders of irregularities with respect to completion of instructions (whether in an Electronic Voting Instruction or otherwise). Prior to the Completion Date, no assurance can be given that the Noteholder Proposal will be implemented.

5.10  Governing Law and Jurisdiction

The terms of the Consent Solicitation, including without limitation each Electronic Voting Instruction, and any non-contractual obligations arising out of or in connection with the Consent Solicitation shall be governed by and construed in accordance with English law. By submitting an Electronic Voting Instruction, a Noteholder (and, if applicable, any owner of Book-Entry Interests of the relevant Notes who holds such Notes through another Noteholder) irrevocably and unconditionally agrees for the benefit of the Issuer, the Principal Paying Agent and the Trustee that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Consent Solicitation or any of the documents referred to above or any non-contractual obligations arising out of or in connection with the Consent Solicitation or such documents and that, accordingly, any suit, action or proceedings arising out of or in connection with the foregoing may be brought in such courts.

5.11  Miscellaneous

Noteholders who need assistance with respect to the procedures for participating in the Consent Solicitation should contact the Principal Paying Agent, the contact details for whom appear on the back cover of this Consent Solicitation Memorandum.

5.12  Announcements

If the Issuer is required to make an announcement relating to the Consent Solicitation, any such announcement will be made in accordance with all applicable rules and regulations via (i) notices to the Clearing Systems for communication to Noteholders and/or (ii) via an RNS announcement. The Issuer will make any such announcements as promptly as practicable.

6. Principal Paying Agent and Trustee

HSBC Bank PLC acts as Principal Paying Agent to the Issuer. The Principal Paying Agent and its affiliates may contact the Noteholders regarding the Consent Solicitation and the Noteholder Proposal and may request brokerage houses, custodians, nominees, fiduciaries and others to forward this Consent Solicitation Memorandum, the Notices and related materials to the Noteholders.

The Issuer accepts responsibility for the information contained in this Consent Solicitation Memorandum. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Consent Solicitation Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information.

Each Noteholder is solely responsible for making its own independent appraisal of all matters (including those relating to the Consent Solicitation, the Notes and the Issuer) as such Noteholder deems appropriate, and each Noteholder must make its own decision as to whether to consent to the Noteholder Proposal. The Principal Paying Agent is the agent of the Issuer and owes no duty to any Noteholder.

None of the Principal Paying Agent, the Trustee or any of their respective directors, employees or affiliates assume any responsibility for the accuracy or completeness of the information concerning the Consent Solicitation, the Noteholder Proposal, the Ordinary Resolutions, the Notes or the Issuer in this Consent Solicitation Memorandum or for any failure by the Issuer to disclose events that may have occurred and may affect the significance or accuracy of such information and the terms of any amendment to the Consent Solicitation and/or the Noteholder Proposal.

None of the Principal Paying Agent, the Trustee or any of their respective directors, employees or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Consent Solicitation or the Noteholder Proposal, and accordingly none of the Principal Paying Agent, the Trustee or any of their respective directors, employees or affiliates make any representation or recommendation whatsoever regarding the Consent Solicitation, the Ordinary Resolutions and/or the Noteholder Proposal, or any recommendation as to whether the Noteholders should participate in the Noteholder Proposal.

The Trustee has not been involved in the formulation or negotiation of the Consent Solicitation or the Noteholder Proposal and, in accordance with normal practice, the Trustee expresses no opinion as to the merits (or otherwise) of the Ordinary Resolution and has no opinion as to whether the Noteholders, whether individually or as a class, would be acting in their best interests in participating in the Consent Solicitation, accepting or rejecting the Noteholder Proposal or voting for or against the Ordinary Resolution and nothing in this Consent Solicitation Memorandum should be construed as a recommendation to Noteholders from the Trustee to vote in favour of, or against, the Noteholder Proposal. The Trustee has authorised it to be stated that, on the basis of the information set out in this Consent Solicitation Memorandum, all of which the Trustee recommends that Noteholders should read carefully, it has no objection to the Consent Solicitation, the Noteholder Proposal or the proposed Ordinary Resolution being submitted to the Noteholders for their consideration. Noteholders should take their own independent advice on the merits and on the consequences of voting in favour of the Ordinary Resolution, including any tax consequences. The Trustee is not responsible for the accuracy, completeness, validity or correctness of the statements made in this Consent Solicitation Memorandum or omissions therefrom and the Trustee makes no representation that all relevant information has been disclosed to the Noteholders in or pursuant to this Consent Solicitation Memorandum.

HSBC Bank PLC (as Principal Paying Agent) may submit Electronic Voting Instructions for its own account (to the extent it is a Noteholder) and on behalf of other Noteholders.

 

 

ANNEX 2 Form of Notice of Noteholders' Meeting

 

Set out below is the Notice communicated through the Clearing Systems by the Issuer in respect of the Meeting:

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS (AS DEFINED BELOW). IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT 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 (IF YOU ARE NOT).

 

Marketplace Originated Consumer Assets 2016-1 plc

Incorporated with limited liability in England and Wales with registered number 10027160

(the Issuer)

 

 

 

£7,500,000 Class C Floating Rate Asset-Backed Notes due October 2024

(ISIN: XS1488429066, Common Code: 148842906)

(the Class C Notes, and holders thereof the Class C Noteholders)

 

£9,000,000 Class D Floating Rate Asset-Backed Notes due October 2024

(ISIN: XS1488429736, Common Code: 148842973)

(the Class D Notes, and holders thereof the Class D Noteholders)

 

(the Class C Notes and the Class D Notes each, the Notes, and holders thereof each, the Noteholders)

 

NOTICE IS HEREBY GIVEN that separate meetings of the Noteholders (each such meeting a Meeting) convened by the Issuer will be held at the offices of Morgan, Lewis & Bockius UK LLP, Condor House, 5-10 St Paul's Churchyard, London EC4M 8AL on Monday, 14 January 2019. The Meetings will be held at 11:45 a.m. (London time), in respect of the Class C Notes, and 12:00 p.m. (London time), in respect of the Class D Notes (or, in each case, such later time as any immediately preceding meeting ends), for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an Ordinary Resolution in accordance with the provisions of the Trust Deed dated 30 September 2016 (as amended or supplemented from time to time, the Trust Deed) made between the Issuer, HSBC Corporate Trustee Company (UK) Limited (the Trustee) and HSBC Bank PLC (the Principal Paying Agent). Capitalised terms used in this notice shall have the meanings given to them in the Consent Solicitation Memorandum dated 21 December 2018, the Conditions of the Notes set out in the Trust Deed or the Master Framework Agreement.

In accordance with normal practice, each of the Principal Paying Agent and the Trustee expresses no opinion and makes no representations as to the merits of the Ordinary Resolution, including the modifications referred to therein, set out below (which they have not been involved in negotiating). Each of the Principal Paying Agent and the Trustee has authorised it to be stated that it has no objection to the Ordinary Resolution being submitted to the Noteholders for their consideration. Accordingly, each of the Principal Paying Agent and the Trustee recommends that Noteholders seek their own legal, financial, tax or other advice as to the impact of the implementation of the Ordinary Resolution.

ORDINARY RESOLUTION OF THE NOTEHOLDERS

"THAT this Meeting of the holders of [£7,500,000 Class C Floating Rate Asset-Backed Notes due October 2024 (the Class C Notes, and holders thereof the Class C Noteholders)] [£9,000,000 Class D Floating Rate Asset-Backed Notes due October 2024 (the Class D Notes, and holders thereof the Class D Noteholders)] issued by Marketplace Originated Consumer Assets 2016-1 plc (the Issuer) constituted by the Trust Deed dated 30 September 2016 (as amended or supplemented from time to time, the Trust Deed) made between the Issuer, HSBC Corporate Trustee Company (UK) Limited (the Trustee) and HSBC Bank PLC (the Principal Paying Agent):

1.         Approves and assents to the Noteholder Proposal and the Disposal set out in the Consent Solicitation Memorandum distributed or otherwise made available to the Noteholders on 21 December 2018.

2.         Assents to and authorises, directs, requests and empowers the Trustee to consent to the Noteholder Proposal to give effect to the Disposal.

3.         Sanctions and assents to every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Trust Deed, involved in or resulting from the Noteholder Proposal and the Disposal and their implementation.

4.   Authorises, directs, requests and empowers the Trustee to concur in and to execute and do, all such deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Ordinary Resolution and the implementation of the Noteholder Proposal and the Disposal, including, for the avoidance of doubt, any waiver or modification to the extent required to give effect to the Disposal including, without limitation, waiver of Clause 7.22 of the Trust Deed and Clause 7.4(a) of the Charge and Assignment.

5.         Waives any and all requirements, restrictions or conditions precedent set forth in the Transaction Documents on any person in respect of implementation of the Noteholder Proposal and the Disposal.

6.         Discharges, exonerates and indemnifies the Trustee from all liability of whatsoever nature for which it may have become or may become responsible under the Trust Deed, the Notes or any of the Transaction Documents in respect of any act or omission in connection with this Ordinary Resolution, the Consent Solicitation Memorandum, the Noteholder Proposal and the Disposal even though it may be subsequently found that there is a defect in the passing of this Ordinary Resolution or that for any reason, this Ordinary Resolution is not valid or binding on the Noteholders.

7.         Agrees that capitalised terms in this document which are not defined herein shall have the meanings given to them in the Consent Solicitation Memorandum dated 21 December 2018 and the Noteholder Proposal or the Trust Deed (including the Conditions) (copies of which are available on display as referred to in the Notice of Meeting).

8.   Agrees and acknowledges that, by voting in favour of this Ordinary Resolution, it has duly received notice of the Meeting, the Consent Solicitation Memorandum referred to in paragraph 7 above and the Noteholder Proposal on 21 December 2018 in accordance with the Terms and Conditions of the Notes."

NOTEHOLDER PROPOSAL

The Issuer has convened Meetings of the Noteholders of each Class by the above notice to request that Noteholders of each Class consider and, if thought fit, pass the Ordinary Resolution to give effect to the Noteholder Proposal and the Disposal.

The Noteholder Proposal is being put to Noteholders for the reasons set out in the Consent Solicitation Memorandum.

Noteholders are referred to the Consent Solicitation Memorandum which provides further background to, the full reasons for, and further implications of, the Noteholder Proposal and the Disposal.

GENERAL INFORMATION

The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph B of Voting and Quorum below.

Copies of the Trust Deed (including the Conditions) and each other Transaction Document (including the Charge and Assignment and the Master Framework Agreement) will be available for inspection during normal business hours by Noteholders at the specified office of the Principal Paying Agent set out below beginning on or about 21 December 2018.

VOTING AND QUORUM

A.   Notes held through Euroclear or Clearstream, Luxembourg:

The provisions governing the convening and holding of the Meeting are set out in Schedule 4 (Provisions for Meetings of the Noteholders of each Class) to the Trust Deed, a copy of which is available for inspection by the Noteholders during normal business hours at the specified office of the Principal Paying Agent set out below.

In this notice, where the context requires, references to the Notes, the Noteholders and the meeting or Meeting shall be to the Notes, the Noteholders and the meeting or Meeting of the relevant Class of Notes or, as the case may be, Noteholders thereof.

A Noteholder wishing to attend the Meeting in person must produce a valid voting certificate issued by the Principal Paying Agent relating to the Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may give an electronic voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear (as applicable)) instructing the Principal Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions. By giving such electronic voting instruction, the Noteholder irrevocably authorises Clearstream, Luxembourg and/or Euroclear (as applicable) to disclose to the Principal Paying Agent the identity of the Participant account holder and all other information relating to or in connection with the holding of the Notes or the account in which the Notes are held.

A Noteholder must request Clearstream, Luxembourg and/or Euroclear (as applicable) to block the Notes in his own account and to hold the same to the order or under the control of the Principal Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the Meeting. Notes so blocked will not be released until the earlier of:

(a)     the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(b)     in respect of:

(1)     voting certificate(s), the surrender to the Principal Paying Agent of such voting certificate(s) and notification by the Principal Paying Agent to the relevant Clearing System of such surrender or the compliance in such other manner with the rules of Clearstream, Luxembourg and/or Euroclear (as applicable); or
(2)     voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Principal Paying Agent and the same then being notified in writing by the Principal Paying Agent to the Issuer at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of Clearstream, Luxembourg and/or Euroclear (as applicable) and with the agreement of the Principal Paying Agent to be held to its order or under its control.]

B.   General provisions relating to the Meeting:

1.          The quorum at the Meeting for passing an Ordinary Resolution shall (subject as provided below) be two or more persons holding or representing not less than 50 per cent. of the aggregage Principal Amount Outstanding of the Notes. If, within fifteen minutes after the time appointed for the Meeting, a quorum is not present at the Meeting, the Meeting shall be adjourned until such date (not less than 14 days and not more than 42 days later) and to such place as the Chairman may decide. The Ordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders by the Issuer). The quorum at such an adjourned Meeting will be two or more persons holding or representing not less than 25 per cent. of the aggregage Principal Amount Outstanding of the Notes.

2.          Each question submitted to a meeting shall be decided by a show of hands unless a poll is demanded (before, or on the declaration of the result of, the show of hands) by the chairman, the Issuer, the Trustee or one or more persons holding or representing 2 per cent., by reference to original principal amount, of the Notes for the time being Outstanding. On a show of hands every person who is present in person and who produces a Note or a voting certificate or is a proxy has one vote. On a poll every such person has one vote for each £1,000, original principal amount of Notes so produced or represented by the voting certificate so produced or for which he is a proxy. The holder of a Global Certificate shall be treated as having one vote for each £1,000 original principal amount of Notes represented by such Global Certificate. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way. In case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to any other votes which he may have.

3.          To be passed, the Ordinary Resolution requires a majority more than 50 per cent. of the votes cast on such Ordinary Resolution, determined by reference to the percentage which the aggregate Principal Amount Outstanding of Notes held by any person or persons who vote in favour of such Resolution represents of the aggregate Principal Amount Outstanding of all applicable Notes which are represented at such meeting and are voted. If passed, the Ordinary Resolution will be binding upon all the Noteholders, whether or not present at the Meeting and whether or not voting.

HSBC BANK PLC

(Principal Paying Agent)

Attention: The Senior Manager, CT Client Services, Corporate Trust & Loans Agency

8 Canada Square

London E14 5HQ

 

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

(Trustee)

8 Canada Square

London E14 5HQ

 

This Notice is given by:

Marketplace Originated Consumer Assets 2016-1 plc

35 Great St. Helen's

London EC3A 6AP

Dated 21 December 2018

 

Noteholders should contact the Principal Paying Agent for further information:

 

HSBC Bank PLC, Attention: The Senior Manager, CT Client Services, Corporate Trust & Loans Agency, 8 Canada Square, London E14 5HQ, Facsimile: +44 345 587 0429, Email: [email protected]

 

 

Issuer and its registered office

Marketplace Originated Consumer Assets 2016-1 plc

35 Great St. Helen's
London EC3A 6AP

Trustee

HSBC Corporate Trustee Company (UK) Limited

8 Canary Wharf
London E14 5HQ

Principal Paying Agent

HSBC Bank PLC

8 Canary Wharf
London E14 5HQ

 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 

 

 

 

 

 


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