Great Hall Mortgages No1 plc Series 2007-2 Notice of adjourned meeting (6103B)

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RNS Number : 6103B

Great Hall Mortgages No1 plc

14 February 2022

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

If Noteholders are in any doubt about any aspect of the proposals in this notice and/or the action they should take, they are recommended to seek their own financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000, as amended, (if they are in the United Kingdom) or from another appropriately authorised independent financial adviser and such other professional advisor from their own professional advisors as they deem necessary.

GREAT HALL MORTGAGES No. 1 PLC

Series 2007-02

(incorporated with limited liability in England and Wales under number 5950229) (the "Issuer")

NOTICE OF SEPARATE ADJOURNED NOTEHOLDER MEETINGS

to the holders of the

USD 600,000,000 Class Ac Notes due June 2039 (Common Code Reg S: 030846214; ISIN Reg S: XS0308462141; Common Code 144A: 30854411; ISIN 144A: US39052PAA75; CUSIP Number: 39052PAA7)

(the "Class Ac Notes")

EUR 28,000,000 Class Db Notes due June 2039 (Common Code: 030835611; ISIN: XS0308356111)

(the "Class Db Notes")

and

GBP 7,500,000 Class Ea Notes due June 2039 (Common Code: 030835786; ISIN: XS0308357861)

(the "Class Ea Notes")

The Class Ac Notes, the Class Db Notes and the Class Ea Notes together, the "Notes").

Reference is made to the notice of meetings of the holders of the Class Aa Notes, the Class Ab Notes, the Class Ac Notes, the Class Ba Notes, the Class Ca Notes, the Class Cb Notes, the Class Da Notes, the Class Db Notes, the Class Ea Notes and the Class Eb Notes, issued on 20 January 2022 (the "Notice of Noteholder Meetings").

The meetings of the holders of the Class Ac Notes, the Class Db Notes and the Class Ea Notes convened by the Issuer were held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT on 11 February 2022 at 10:30 a.m. (London time),11:45 a.m. (London time) and 12:00 p.m. (London time) respectively. Access to the meetings for holders of the Class Ac Notes, the Class Db Notes and the Class Ea Notes that wished to attend in person or appoint a proxy (other than the Tabulation Agent) was granted only via a Microsoft Teams video conference meeting that was available from Fieldfisher LLP upon request. The meetings of the holders of the Class Ac Notes, the Class Db Notes and the Class Ea Notes were adjourned for want of a quorum.

We note that in relation to the meetings of the holders of the Class Aa Notes, the Class Ab Notes, the Class Ba Notes, the Class Ca Notes, the Class Cb Notes, the Class Da Notes and the Class Eb Notes (i) the quorum was reached; and (ii) the related extraordinary resolutions set out in the Notice of Noteholder Meetings previously notified to the holders of the Class Aa Notes, the Class Ab Notes, the Class Ac Notes, the Class Ba Notes, the Class Ca Notes, the Class Cb Notes, the Class Da Notes, the Class Db Notes, the Class Ea Notes and the Class Eb Notes in accordance with the terms of the Series Note Trust Deed were duly passed.

NOTICE IS HEREBY GIVEN to the holders of the Notes (the "Noteholders") that separate adjourned meetings (each an "Adjourned Meeting") of the Noteholders of each Class convened by the Issuer will be held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT on 1 March 2022 (the "Adjourned Meeting Date") at 10:30 a.m. (London time) in respect of the Class Ac Notes (the "Ac Notes Adjourned Meeting"), at 11:45 a.m. (London time) or after the completion of the Ac Notes Meeting (whichever is later) in respect of the Class Db Notes (the "Db Notes Adjourned Meeting") and at 12:00 p.m. (London time) or after the completion of the Db Notes Meeting (whichever is later) in respect of the Class Ea Notes (the "Ea Notes Adjourned Meeting"), access to which for Noteholders that wish to attend virtually or appoint a proxy (other than the Tabulation Agent) will be granted only via a Microsoft Teams video conference meeting ID to be provided by Fieldfisher LLP upon request, for the purpose of considering and, if thought fit, passing the resolutions set out below, which will be proposed as an Extraordinary Resolution at each Adjourned Meeting in accordance with the provisions of the Series Note Trust Deed dated 28 June 2007 as amended, restated, modified and/or supplemented from time to time (the "Series Note Trust Deed") made between the Issuer and The Bank of New York Mellon, London Branch (the "Series Note Trustee") as trustee for the Noteholders and constituting the Notes.

Pursuant to paragraph 10.19 (Quorum required for Series Basic Terms Modification) of the Standard Series Note Trust Provisions, the quorum required for the Adjourned Meetings is two or more persons holding or representing in aggregate over 25% of the aggregate GBP Equivalent Note Principal Amount Outstanding of the Notes then outstanding held by the Relevant Noteholder.

NOTEHOLDERS THAT HAVE NOT ALREADY VOTED ARE URGED TO VOTE BY WAY OF ELECTRONIC VOTING INSTRUCTIONS TO BE SUBMITTED BY DIRECT PARTICIPANTS TO THE TABULATION AGENT THROUGH THE RELEVANT CLEARING SYSTEM AND IN ACCORDANCE WITH THE REQUIREMENTS OF SUCH CLEARING SYSTEM BY THE RELEVANT DEADLINE.

Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Eligible Noteholder Instruction or Ineligible Noteholder Instruction in respect of the relevant Extraordinary Resolution by 10:30 a.m. (London time) in respect of the Class Ac Notes, 11:45 a.m. (London time) in respect of the Class Db Notes and 12:00 p.m. (London time) in respect of the Class Ea Notes, on 25 February 2022 (subject to the right of the Issuer to extend, re-open and/or terminate the Consent Solicitation, the "Expiration Deadline for the Adjourned Meetings"), by which they will have given instructions to the Issuer (in its capacity as Noteholder Meeting Arranger) for the appointment of one or more representatives of the Tabulation Agent as their proxy to vote in favour of or against (as specified in the relevant Eligible Noteholder Instruction or Ineligible Noteholder Instruction) the relevant Extraordinary Resolution at each relevant Adjourned Meeting, need take no further action to be represented at such Adjourned Meeting.

With respect to Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Electronic Voting Instruction in respect of the Extraordinary Resolution by 10:30 a.m. (London time) (in respect of the Class Ac Notes), 11:45 a.m. (London time) (in respect of the Class Db Notes) and 12:00 p.m. (London time) (in respect of the Class Ea Notes), on 9 February 2022 (the "Original Expiration Deadline"), it is clarified that such Electronic Voting Instructions remain valid and the relevant Noteholders need take no further action to be represented at the Adjourned Meetings.

Capitalised terms used in this notice and not otherwise defined herein shall have the meanings given to them in the Consent Solicitation Memorandum dated 20 January 2022 (the "Consent Solicitation Memorandum"), which is available for inspection by Noteholders during normal business hours at the specified offices of the Tabulation Agent on any weekday (public holidays excepted) and on the following website: https://i2capmark.com/event-details/19/Holder/great-hall-mortgages-no.1-plc-series-2007-2 up to and including the Adjourned Meeting Date (see "Documents Available for Inspection" below). In accordance with normal practice, the Series Note Trustee, the Security Trustee, the Tabulation Agent, the Principal Paying Agent, the Series Note Calculation Agent and the Series Note Registrar have not been involved in the formulation of the Noteholder Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary Resolutions. The Series Note Trustee, the Security Trustee, the Tabulation Agent, the Principal Paying Agent, the Series Note Calculation Agent and the Series Note Registrar, express no opinion on, and make no representations as to the merits of, the Noteholder Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary Resolutions.

None of the Series Note Trustee, the Security Trustee, the Tabulation Agent, the Principal Paying Agent, the Series Note Calculation Agent or the Series Note Registrar makes any representation that all relevant information has been disclosed to Noteholders in or pursuant to this Notice of Adjourned Meetings, the Consent Solicitation Memorandum or otherwise. None of the Series Note Trustee, the Security Trustee, the Tabulation Agent, the Principal Paying Agent, the Series Note Calculation Agent or the Series Note Registrar has approved the draft Amendment Deed referred to in the Extraordinary Resolutions set out below and the Series Note Trustee, the Security Trustee, the Tabulation Agent, the Principal Paying Agent, the Series Note Calculation Agent and the Series Note Registrar recommend that Noteholders arrange to inspect and review such draft Amendment Deed as provided below in this Notice of Adjourned Meetings. Accordingly, Noteholders should take their own independent legal, financial, tax or other advice on the merits and the consequences of voting in favour of the relevant Extraordinary Resolution, including any tax consequences, and on the impact of the implementation of the relevant Extraordinary Resolution.

None of the Series Note Trustee, the Security Trustee, the Tabulation Agent, the Principal Paying Agent, the Series Note Calculation Agent or the Series Note Registrar are responsible for the accuracy, completeness, validity or correctness of the statements made in the Consent Solicitation Memorandum or omissions therefrom or for the acts or omissions of the Issuer, or any other person in connection with the Consent Solicitation.

Neither this Notice of Adjourned Meetings nor the Consent Solicitation Memorandum constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity. The distribution of the Consent Solicitation Memorandum may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

To view the background, Noteholder Proposal, Consent Solicitation and Extraordinary Resolutions, Additional Terms of the Consent Solicitation and General Information, please paste the following URL into the address bar of your browser:

http://www.rns-pdf.londonstockexchange.com/rns/6103B_1-2022-2-14.pdf

This Notice of Adjourned Meetings is given by:

GREAT HALL MORTGAGES NO. 1 PLC

Dated 14 February 2022

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END

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February 14, 2022 06:52 ET (11:52 GMT)