NewDay Partnership Funding 2015-1 NOTICE IN RESPECT OF PROPOSED AMENDMENTS (6327F)

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RNS Number : 6327F

NewDay Partnership Funding 2015-1

17 November 2020

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser, and such other professional advice from your own professional advisors as you deem necessary.

This Notice is addressed only to holders of the Notes (as defined below) to whom it may be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons.

If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.

NEWDAY PARTNERSHIP FUNDING 2015-1 PLC

1 Bartholomew Lane

London EC2N 2AX

(the "Issuer")

NOTICE IN RESPECT OF PROPOSED AMENDMENTS - VOTING RESULTS

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

Series 2015-1

GBP185,250,000 Class A Asset-Backed Floating Rate Notes due 2021

ISIN: XS1134518155

GBP22,500,000 Class B Asset-Backed Floating Rate Notes due 2021

ISIN: XS1134518668

GBP14,000,000 Class C Asset-Backed Floating Rate Notes due 2021

ISIN: XS1134519393

GBP10,125,000 Class D Asset-Backed Floating Rate Notes due 2021

ISIN: XS1134523239

GBP6,875,000 Class E Asset-Backed Floating Rate Notes due 2021

ISIN: XS1134528626

GBP5,500,000 Class F Asset-Backed Floating Rate Notes due 2021

ISIN: XS1134535597

(the "Notes")

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

NOTICE IS HEREBY GIVEN by the Issuer to the holders of the Notes (the "Noteholders") in accordance with Condition 18 (Notices) of the Notes that, in connection with the Issuer's intention to amend the Series 2015-1 Supplement and the Note Trust Deed (as defined in the First Notice, as defined below), separate meetings (the "Meetings") of the Noteholders were held on 17 November 2020 in order to consider the approval of the Proposed Amendments (as defined below) in accordance with Condition 15(a) (Meetings of Noteholders) of the Notes by way of Extraordinary Resolution, as described in the Previous Notices. However, certain of the Meetings were adjourned for want of quorum (and will not be reconvened as agreed by the Issuer and the Note Trustee pursuant to paragraph 9 (Adjournment for Want of Quorum) of Schedule 4 (Provisions of Meetings of Noteho lders) of the Note Trust Deed) and the Meetings that were quorate did not approve the Proposed Amendments. Accordingly, the Issuer confirms that the Proposed Amendments will not be implemented.

1. We refer to the initial Notice to Noteholders (RNS Number: 2227D) dated 26 October 2020 (the "First Notice" and, together with the subsequent Notice to Noteholders (RNS Number: 3836D) dated 27 October 2020 containing a correction to the First Notice, the "Previous Notices"), which set forth the Issuer's intention to amend the Series 2015-1 Supplement and the Note Trust Deed (the "Amended Documents") to:

(a) change the Series 2015-1 Scheduled Redemption Date to the Amended Scheduled Redemption Date; and

(b) change the calculation of the Interest Amount in respect of each class of the Notes and the LN Rate in respect of each class of the Loan Notes to include the Redemption Premium,

together, the "Proposed Amendments". Capitalised terms used, but not defined, in this Notice have the meaning given to them in the Previous Notices.

2. The quorum requirements set out in Condition 15(a) (Meetings of Noteholders)and which were referred to in the First Notice were not met in respect of the Meetings of the holders of each of the Class B Notes, the Class D Notes and the Class E Notes. As such, the Issuer hereby confirms that the Extraordinary Resolutions which were to be put to the holders of the Class B Notes, the Class D Notes and the Class E Notes, respectively, were not passed.

3. Pursuant to Condition 15(a) (Meetings of Noteholders) of the Note Trust Deed, the majority of votes required to be cast in favour for an Extraordinary Resolution to be approved is 75 per cent. of the Principal Amount Outstanding of the relevant class of Notes in respect of which votes are cast on that Extraordinary Resolution.

4. The results of the votes for the Meetings of the holders of the classes of Notes which were quorate are as follows:

(a) in relation to the Class A Notes, 2.94 per cent. of the Principal Amount Outstanding of the Class A Notes in respect of which a vote was cast voted in favour of the Extraordinary Resolution;

(b) in relation to the Class C Notes, 14.23 per cent. of the Principal Amount Outstanding of the Class C Notes in respect of which a vote was cast voted in favour of the Extraordinary Resolution; and

(c) in relation to the Class F Notes, 0.00 per cent. of the Principal Amount Outstanding of the Class F Notes in respect of which a vote was cast voted in favour of the Extraordinary Resolution.

Accordingly, the Issuer hereby confirms that the Extraordinary Resolutions which were put to the holders of the Class A Notes, the Class C Notes and the Class F Notes, respectively, were not passed on 17 November 2020.

5. As a result of the foregoing, the Proposed Amendments have not been approved in accordance with Condition 15(a) (Meetings of Noteholders) of the Notes and will not be implemented and the Scheduled Redemption Date of the Notes will remain unchanged.

6. Noteholders with queries concerning the content of this Notice are kindly requested to contact the Issuer, NewDay Cards Ltd as the Co-arranger of Series 2015-1 or Lucid Issuer Services Limited as tabulation agent (the "Tabulation Agent") using the details set out below.

 
 Issuer:             NewDay Partnership Funding 2015-1 plc 
                      1 Bartholomew Lane 
                      London EC2N 2AX 
                      Email: [e-mail] 
                      Attention: the Directors 
 Co-arranger:        NewDay Cards Ltd 
                      7 Handyside Street 
                      London N1C 4DA 
                      Email: [e-mail] 
                      Attention: Graham Stanford 
 Tabulation Agent:   Lucid Issuer Services Limited 
                      Tankerton Works 
                      12 Argyle Walk 
                      London WC1H 8HA 
                      Email: [e-mail] 
                      Attention: David Shilson/ Paul Kamminga 
 

This Notice is given by

NEWDAY PARTNERSHIP FUNDING 2015-1 PLC

as Issuer

Dated -- 17 November 2020

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November 17, 2020 11:37 ET (16:37 GMT)