Broadgate Financing PLC Notice of A2 Redemption and A3 Partial Redemption (7789A)

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RNS Number : 7789A

Broadgate Financing PLC

03 June 2021

BROADGATE FINANCING PLC

(the Issuer)

(incorporated as a Public Limited Company in England and Wales with registered number 5316365)

Class A2 4.949 per cent. Bonds due 2031 (ISIN:XS0211897664) (Class A2 Bonds)

Class A3 4.851 per cent Bonds due 2033 (ISIN:XS0211897821) (Class A3 Bonds)

Class A4 4.821 per cent. Bonds due 2036 (ISIN:XS0213092652) (Class A4 Bonds)

Class B 4.999 per cent. Bonds due 2033 (ISIN:XS0211898043) (Class B Bonds)

Class C2 5.098 per cent. Bonds due 2035 (ISIN:XS0211898126) (Class C2 Bonds)

NOTICE OF REDEMPTION OF

CLASS A2 BONDS AND PARTIAL REDEMPTION OF

CLASS A3 BONDS

Terms defined in the Master Definitions and Construction Schedule dated 2 March 2005 (as amended) bear the same meanings when used in this Notice.

Noteholders attention is drawn to Clause 20 of the Intercompany Loan Agreement pursuant to which Holdings is entitled to dispose of its interest in a Property Company, provided that certain conditions are satisfied.

The Issuer gives notice that Holdings intends to exercise that right to dispose of Broadgate (PHC 3), being the Property Company which owns 100 Liverpool Street and 8-12 Broadgate, London EC2. The purchaser of these Property Companies is PHC 3 Parent Limited.

One of the conditions of such disposal is that PHC 3 prepays its Subordinated Loan to the Borrower and the Borrower prepays one or more Term Loans in an amount equal to the Required Prepayment Amount being in this case an aggregate amount of GBP106,929,320.00. Under Condition 6.2 (c) of the Bonds, if the Borrower elects to prepay a Term Loan then the Issuer must redeem in whole or in part the corresponding Class or Classes of Bonds in a pro tanto amount. Holdings, the Borrower and PHC 3 intend to satisfy the other conditions to such disposals.

Accordingly, the Issuer and the Borrower Security Trustee have received notice from the Borrower that it shall irrevocably prepay the Term A2 Loan in full, and to repay the Term A3 Loan in part in an amount equal to GBP31,100,000, in each case on the Interest Payment Date which falls on 5 July 2021 (the "Relevant Interest Payment Date").

Accordingly notice is hereby given that the Issuer will make the following redemptions of Bonds on the Relevant Interest Payment Date, in each case together with the accrued and unpaid interest which falls due in respect of the relevant Class of Bond on the Relevant Interest Payment Date:

(A) the Issuer will redeem the Class A2 Bonds in full at an amount being GBP1,433.46 in respect of each Class A2 bond, being GBP1,203.64 of principal and GBP229.82 of premium in respect of each GBP5,000 denomination of Class A2 Bonds; and

(B) the Issuer will redeem the Class A3 Bonds in part at an amount of GBP1,185.52 in respect of each Class A3 bond, being GBP888.57 of principal and GBP296.95 of premium in respect of each GBP5,000 denomination of Class A3 Bonds.

The redemption of the Class A2 Bonds will be in addition to the Bond Amortisation Amount of GBP30.42 in respect of each GBP5,000 denomination of Class A2 Bonds which falls due on the Relevant Interest Payment Date.

Payments of interest and principal which fall due in respect of the other Classes of Bonds will also be made on the Relevant Interest Payment Date.

Condition 6.3(c) of the Bonds provides that principal amounts prepaid on the Class A3 Bonds shall be applied to reduce the remaining Bond Amortisation Amounts in respect of the Class A3 Bonds pro rata.

The new schedule of Bond Amortisation Amounts for the Class A3 Bonds for Interest Payment Dates falling after the Relevant Interest Payment Date is as follows:

Revised Bond Amortisation Amounts for the Class A3 Bonds

 
 Interest Payment Date    Amount (GBP) 
       falling in 
 October 2021              0.00 
                         ------------- 
 January 2022              0.00 
                         ------------- 
 April 2022                0.00 
                         ------------- 
 July 2022                 0.00 
                         ------------- 
 October 2022              0.00 
                         ------------- 
 January 2023              0.00 
                         ------------- 
 April 2023                0.00 
                         ------------- 
 July 2023                 0.00 
                         ------------- 
 October 2023              0.00 
                         ------------- 
 January 2024              0.00 
                         ------------- 
 April 2024                0.00 
                         ------------- 
 July 2024                 0.00 
                         ------------- 
 October 2024              0.00 
                         ------------- 
 January 2025              0.00 
                         ------------- 
 April 2025                0.00 
                         ------------- 
 July 2025                 0.00 
                         ------------- 
 October 2025              0.00 
                         ------------- 
 January 2026              0.00 
                         ------------- 
 April 2026                0.00 
                         ------------- 
 July 2026                 0.00 
                         ------------- 
 October 2026              0.00 
                         ------------- 
 January 2027              0.00 
                         ------------- 
 April 2027                0.00 
                         ------------- 
 July 2027                 0.00 
                         ------------- 
 October 2027              0.00 
                         ------------- 
 January 2028              0.00 
                         ------------- 
 April 2028                0.00 
                         ------------- 
 July 2028                 0.00 
                         ------------- 
 October 2028              0.00 
                         ------------- 
 January 2029              0.00 
                         ------------- 
 April 2029                0.00 
                         ------------- 
 July 2029                513.93 
                         ------------- 
 October 2029             513.93 
                         ------------- 
 January 2030             513.93 
                         ------------- 
 April 2030               513.93 
                         ------------- 
 July 2030                513.93 
                         ------------- 
 October 2030             513.93 
                         ------------- 
 January 2031             513.93 
                         ------------- 
 April 2031               513.92 
                         ------------- 
 July 2031                - 
                         ------------- 
 

Pursuant to a Deed supplemental to the Borrower Deed of Charge (the "Supplemental Deed") dated on or before the date of this Notice, Holdings has agreed to advance to PHC 3 an amount sufficient to enable PHC 3 to discharge all amounts payable by it in respect of its Subordinated Loan in full and such amount will be paid on or before the Relevant Interest Payment Date. Under the terms of the Supplemental Deed, upon the payment referred to above being made, PHC 3 (and its Nominee Company) will be released from their obligations under the Securitisation Documents and they will cease to be party to the Securitisation Documents and their property and assets (including the relevant Mortgaged Properties) will be released from the security created by the Securitisation Documents.

Should you have any questions regarding this notice you may contact the Principal Paying Agent as follows:

PRINCIPAL PAYING AGENT

The Bank of New York Mellon

One Canada Square

Canary Wharf

London E14 5AL

This notice is given by the Issuer

3 June 2021

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END

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June 03, 2021 10:45 ET (14:45 GMT)