NewDay Partnership Funding 2017-1 Notice to Noteholders (9083H)

TIDM91RC

RNS Number : 9083H

NewDay Partnership Funding 2017-1

06 August 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 OF LIBOR MODIFICATION

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.

NOTICE IS HEREBY GIVEN by the Issuer to the Noteholders in accordance with Note Condition 18 (Notices) that the Issuer intends to amend the terms and conditions of the Notes and the supporting loan notes and trust interest on 15 September 2021, by amending the documents specified in this notice (the "Notice") in order to effect the Proposed LIBOR Modification (as defined below).

1. We refer to the note trust deed dated 17 October 2017 between the Issuer and Citicorp Trustee Company Limited as note trustee (as amended, supplemented and restated from time to time, the "Note Trust Deed"), including the terms and conditions of the Notes set out at Schedule 1 (Terms and Conditions of the Notes) thereto (the "Note Conditions"), pursuant to which the Notes were constituted on the terms and subject to the conditions contained therein. Capitalised terms used but not otherwise defined herein shall have the meanings given to them in the Note Trust Deed or the Issuer Master Framework Agreement (as defined in the Note Trust Deed), as applicable.

2. Pursuant to Note Condition 15(d) (Additional Right of Modification in Relation to LIBOR Cessation), the Issuer may make any modifications to the Note Trust Deed or the Note Conditions or any other Issuer Documents (other than any Basic Terms Modification) that the Issuer considers necessary for the purpose of changing the Screen Rate (any such rate, a "LIBOR Replacement Rate") and making such other related or consequential amendments as are necessary or advisable in the reasonable judgment of the Issuer to facilitate such change (a "LIBOR Modification"), provided that such modification is undertaken due to the circumstances set out in Note Condition 15(d)(i)(A), the LIBOR Replacement Rate is a rate that satisfies Note Condition 15(d)(i)(B) and the other procedural formalities of Note Condition 15(d) (Additional Right of Modification in Relation to LIBOR Cessation) have been met.

3. The Issuer intends 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".

   4.         The Proposed LIBOR Modification is being undertaken due to: 

(a) a public statement by the UK Financial Conduct Authority (the "FCA"), as supervisor of the administrator of LIBOR, that LIBOR will be permanently or indefinitely discontinued or will be changed in an adverse manner; and

(b) a public statement by the FCA, as supervisor of the administrator of LIBOR, that LIBOR may no longer be used or that its usage is or will be subject to restrictions or adverse consequences.

5. If the Proposed Amendments are to be implemented in accordance with this Notice, the Issuer will execute a Written Resolution authorising the Proposed Amendments which relate to the Series 2017-1 Loan Note Supplement (to which the Security Trustee is a party) and the Security Trustee will enter into such documentation as is required to effect the Proposed Amendments in reliance on such Written Resolution.

6. The SONIA-based rate which will, pursuant to the Proposed LIBOR Modification, replace the LIBOR-based Screen Rate will be a rate based on the compounded daily Sterling Overnight Index Average plus a credit adjustment spread ("CAS") of 0.0326 per cent. per annum. The CAS has been calculated on the 5-year historical median lookback basis using principles outlined in the methodology for such adjustments contained in the ISDA IBOR Fallback Supplement (supplement number 70 to the 2006 ISDA Definitions, which can be found at http://assets.isda.org/media/3062e7b4/23aa1658-pdf/).

7. Pursuant to Note Condition 15(d) (Additional Right of Modification in Relation to LIBOR Cessation), the Note Trustee is required to concur with the Issuer in making the Proposed LIBOR Modification if:

(a) the Issuer (or the Cash Manager on its behalf) has certified in writing to the Note Trustee that the Issuer or the Principal Paying Agent (acting on behalf of the Issuer) have not been notified by Noteholders representing at least 10 per cent. of the aggregate Principal Amount Outstanding of the Most Senior Class of Notes (being the Class A Notes) that they do not consent to the Proposed LIBOR Modification within 30 calendar days of the date of this Notice; and

(b) all other conditions set out in Note Condition 15(d) (Additional Right of Modification in Relation to LIBOR Cessation) have been satisfied.

8. Class A Noteholders who wish to notify the Issuer that they do not consent to the Proposed LIBOR Modification must do so by 4 p.m. (London time) on 13 September 2021 (the "Deadline") in accordance with the terms of this Notice. It is not anticipated that any meetings of Noteholders will be held in respect of the Proposed LIBOR Modifications.

9. NO ACTION IS REQUIRED TO BE TAKEN BY ANY NOTEHOLDER WHO DOES NOT WISH TO OBJECT TO THE PROPOSED LIBOR MODIFICATION.

10. Any Class A Noteholder that wishes to notify the Issuer that it does not consent to the Proposed LIBOR Modification must ensure that:

(a) it gives electronic voting instructions to the relevant clearing system (in accordance with that clearing system's procedures):

   (i)         to reject the Proposed LIBOR Modification; and 

(ii) specifying the full name of the direct participant submitting the voting instruction and the account number(s) for the party making the voting submission(s),

such that the Tabulation Agent will receive that Class A Noteholder's voting instructions on or before the Deadline; and

(b) the relevant clearing system has received irrevocable instructions (with which they have complied) to block the Notes held by such Class A Noteholder in the securities account to which they are credited with effect from and including the day on which the electronic voting instruction is delivered to the relevant clearing system so that no transfers may be effected in relation to the Notes held by such Class A Noteholder at any time after such date until the Deadline. Such instructions will only apply to the Outstanding Principal Amount of Class A Notes blocked in the relevant clearing system.

The Class A Notes should be blocked in accordance with the procedures of the relevant clearing system and the deadlines required by the relevant clearing system. Class A Noteholders should note that clearing system deadlines may be different to the Deadline set out herein, and as such Class A Noteholders who wish to object to the Proposed LIBOR Modification should check the relevant clearing system's procedures and deadlines ahead of the Deadline.

11. Any beneficial owner of Class A Notes who is not a direct participant in the clearing systems must contact its broker, dealer, bank, custodian, trust company or other nominee to arrange for the accountholder in the relevant clearing system through which it holds Class A Notes to deliver an electronic voting instruction in accordance with the requirements of the relevant clearing system and procure that the Class A Notes are blocked in accordance with the normal procedures of the relevant clearing system and the deadlines imposed by such clearing system.

12. Each Class A Noteholder that wishes to object to the Proposed LIBOR Modification should ensure that the relevant blocking instructions to the relevant clearing system can be allocated to the relevant electronic voting instruction. For the avoidance of doubt, each electronic voting instruction must have an individual matching blocking instruction.

13. By providing instructions as described above, each beneficial owner of the Class A Notes authorises the clearing systems at which their account is maintained to disclose to the Tabulation Agent, the Principal Paying Agent, the Note Trustee and the Issuer confirmation that they are the beneficial owner of such Class A Notes and the Principal Amount Outstanding of such Class A Notes.

14. If votes objecting to the Proposed LIBOR Modification are received from holders of at least 10 per cent. of the aggregate Principal Amount Outstanding of the Most Senior Class of Notes (being the Class A Notes) by the Deadline, the Issuer will not be entitled to enter into the Proposed Amendments unless an Extraordinary Resolution of the holders of the Most Senior Class of Notes (being the Class A Notes) in is subsequently passed approving the Proposed Amendments. Following expiry of the Deadline, the Tabulation Agent will calculate the number of objection instructions received and notify each of the Issuer, the Note Trustee and the Security Trustee. If the 10 per cent. threshold is not reached and the other conditions of Note Condition 15(d) are satisfied, the Issuer and the Note Trustee will enter into such documentation as is required to effect the Proposed Amendments on the Interest Payment Date falling in September 2021 (such date being 15 September 2021) and Noteholders will be bound by such Proposed Amendments. Votes delivered in favour of the Proposed Amendments will not be counted.

15. Additional notifications will be made to Noteholders in accordance with Note Condition 18 (Notices):

(a) as soon as reasonably practicable following the Deadline, notifying Noteholders of the voting results; and

(b) if the Proposed LIBOR Modification is to be implemented, as soon as reasonably practicable following the Interest Payment Date falling in September 2021 (such date being 15 September 2021), notifying Noteholders of the implementation of the Proposed Amendments.

16. 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 
                                  Tankerton Works, 12 Argyle Walk 
                                  London WC1H 8HA 
                                  Tel: [phone] 
                                  Attention: David Shilson 
                                  Email: [e-mail] 
 

This Notice is given by

NEWDAY PARTNERSHIP FUNDING 2017-1 PLC

as Issuer

Dated 6 August 2021

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August 06, 2021 11:15 ET (15:15 GMT)