NewDay Partnership Funding 2017-1 Notice to NoteHolders (6214L)

TIDM91RC

RNS Number : 6214L

NewDay Partnership Funding 2017-1

13 September 2021

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

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 advisers as you deem necessary.

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

If you have recently sold or otherwise transferred your entire holding(s) of Notes, 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 FOR, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.

In accordance with normal practice, none of the Issuer, the Negative Consent Coordinator, the Note Trustee, the Security Trustee, the Agents or their affiliates (or their respective directors, employees, officers, consultants or agents) expresses any view or opinion whatsoever as to the Proposed LIBOR Modification, the Proposed Amendments, the Amended Documents (each as defined below) or the information set out in this Notice; and none of the Issuer, the Negative Consent Coordinator, the Note Trustee or the Security Trustee makes any representation or recommendation whatsoever as to any action to be taken or not taken by Noteholders in relation to the Proposed LIBOR Modification, the Proposed Amendments, the Amended Documents or this Notice, or any document prepared in connection with any of them. Accordingly, the Issuer, the Negative Consent Coordinator, the Note Trustee and the Security Trustee urge Noteholders who are in any doubt as to the impact of the implementation of the Proposed LIBOR Modification, the Proposed Amendments, the Amended Documents or this Notice or any document prepared in connection with any of them (including any tax or other consequences) to seek their own independent financial, tax and legal advice. None of the Issuer, the Note Trustee, the Security Trustee or the Negative Consent Coordinator has made, nor will they make, any assessment of the merits of the Proposed LIBOR Modification, the Proposed Amendments, the Amended Documents or this Notice or of the impact of the Proposed LIBOR Modification, the Proposed Amendments, the Amended Documents or this Notice on the interests of the Noteholders either as a class or as individuals.

NEWDAY PARTNERSHIP FUNDING 2017-1 PLC

1 Bartholomew Lane

London EC2N 2AX

United Kingdom

(the "Issuer")

NOTICE IN RESPECT OF PROPOSED LIBOR MODIFICATION - OUTCOME OF NEGATIVE CONSENT PROCESS

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

GBP222,300,000 Series 2017-1 Class A Asset-Backed Floating Rate Notes due 2022

ISIN XS1674677767

GBP29,400,000 Series 2017-1 Class B Asset-Backed Floating Rate Notes due 2022

ISIN XS1674678492

GBP22,200,000 Series 2017-1 Class C Asset-Backed Floating Rate Notes due 2022

ISIN XS1674678575

GBP11,100,000 Series 2017-1 Class D Asset-Backed Floating Rate Notes due 2022

ISIN XS1674678732

GBP8,700,000 Series 2017-1 Class E Asset-Backed Floating Rate Notes due 2022

ISIN XS1674678815

GBP4,800,000 Series 2017-1 Class F Asset-Backed Floating Rate Notes due 2022

ISIN XS1674678906

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

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

1. We refer to the initial notice to Noteholders (RNS Number: 9083H) dated 6 August 2021 (the "First Notice"), which set forth the Issuer's intention to amend the Note Conditions, the Series 2017-1 Loan Note Supplement, the Series 2017-1 Supplement and the Global Note Certificates (the "Amended Documents") to:

   (a)        remove references to "LIBOR"; 

(b) introduce the definitions of "Screen" and "Reference Rate" to refer to a Sterling Overnight Index Average ("SONIA")-based rate;

(c) change the interest rate calculation provisions applicable to the Series 2017-1 Investor Interest, the Rate of Interest (as defined in the Note Conditions), the Series 2017-1 Loan Notes and the Notes to refer to a SONIA-based rate; and

   (d)       make certain consequential amendments, 

(the "Proposed LIBOR Modification"). The Amended Documents in blackline format can be viewed at the following website https://newday.co.uk/investor-relations/securitisation . The changes set out therein are referred to in this Notice as the "Proposed Amendments".

2. T he Issuer hereby gives notice to the Noteholders in accordance with Note Condition 18 (Notices) that, in connection with the Issuer's intention to effect the Proposed Amendments and the Proposed LIBOR Modification, no Noteholders have objected, in accordance with the process set out in the First Notice, to the Proposed Amendments.

3. Accordingly, the Issuer will proceed with implementing the Proposed LIBOR Modification and the Proposed Amendments.

4. An additional notification will be made to Noteholders in accordance with Note Condition 18 (Notices) notifying the Noteholders of the implementation of the Proposed Amendments.

5. Noteholders with queries concerning the content of this Notice are requested to contact the Issuer, with a copy to NewDay Cards Ltd as Co-Arranger, BNP Paribas in its capacity as the negative consent coordinator (the "Negative Consent Coordinator") and Lucid Issuer Services Limited as tabulation agent (the "Tabulation Agent") using the details set out below:

 
 Contact Details: 
 Issuer:                         NEWDAY PARTNERSHIP FUNDING 2017-1 PLC 
                                  1 Bartholomew Lane 
                                  London EC2N 2AX 
                                  Email: [e-mail] 
                                  Attention: the Directors 
 With a copy to: 
 Co-arranger:                    NEWDAY CARDS LTD 
                                  7 Handyside Street 
                                  London N1C 4DA 
                                  Email: [e-mail] 
                                  Attention: Graham Stanford 
 Negative Consent Coordinator:   BNP PARIBAS 
                                  16 boulevard des Italiens 
                                  75009 Paris, France 
                                  with a copy to: 
                                  10 Harewood Avenue 
                                  London, NW1A 6AA 
                                  United Kingdom 
                                  Tel: [phone] 
                                  Attention: Bilal Husain, Sahil Khanna 
                                  Email: [e-mail] 
 Tabulation Agent:               Lucid Issuer Services Limited 
                                  The Shard, 32 London Bridge Street 
                                  London SE1 9SG 
                                  Tel: [phone] 
                                  Attention: David Shilson 
                                  Email: [e-mail] 
 

This Notice is given by

NEWDAY PARTNERSHIP FUNDING 2017-1 PLC

as Issuer

Dated 13 September 2021

LEI: 2138003OW92Y9CL7JF85

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END

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September 13, 2021 12:12 ET (16:12 GMT)