Residential Mortgage Secs 23 PLC Notice to holders of all outstanding Notes (2900L)

TIDM55RX

RNS Number : 2900L

Residential Mortgage Secs 23 PLC

21 December 2018

IRISH STOCK EXCHANGE (TRADING AS EURONEXT DUBLIN)

COMPANY ANNOUNCEMENT

RESIDENTIAL MORTGAGE SECURITIES 23 PLC

(the Issuer)

GBP158,700,000 Class A Mortgage Backed Floating Rate Notes due December 2034

(ISIN: XS0398239771)

GBP105,800,000 Class B Mortgage Backed Floating Rate Notes due March 2041

(ISIN: XS0398242056)

GBP9,500,000 Class C Mortgage Backed Floating Rate Notes due March 2041

(ISIN: XS0398242304)

(the Notes)

Irish Stock Exchange (trading as Euronext Dublin)

28 Anglesea Street

Dublin 2

21 December 2018

Dear Madams/Sirs,

Capitalised terms used herein and not otherwise defined bear the meanings given to them in the terms and conditions of the Notes (the Conditions).

The Issuer wishes to announce that certain amendments to the Conditions and the Transaction Documents have been made.

Pursuant to the written Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders on 12 December 2018, the Issuer has entered into an amendment agreement (the Amendment Agreement) dated 13 December 2018 (the Effective Date) in relation to the Notes with, amongst others, the Note Trustee pursuant to which, with effect from and including the Effective Date, the following amendments have been made to the Conditions and the Transaction Documents:

   (a)        the Redraw Reserve and the Contingency Reserve have been removed; 

(b) a new call option has been included in addition to the existing right of the Issuer to redeem the Notes. This new call option provided for the loans to be purchased from the Issuer by the entity as legally and beneficially entitled to receive all of the Residual Revenue;

   (c)        the target balance of the Reserve Fund has been amended as follows: 

Reserve Fund Required Amount means from the Determination Date occurring in December 2018, an amount equal to the sum of (i) 1.5 times the amount of interest due on the Class A Notes and the Class B Notes on the immediately following Interest Payment Date and (ii) GBP150,000.

   (d)        the amount of Actual Redemption Funds has been amended to read as follows: 

Actual Redemption Funds means as at any Determination Date an amount calculated as the aggregate of:

(a) the amount standing to the credit of the Principal Ledger as at the end of the Business Day before such Determination Date; and

(b) the amount (if any) calculated on that Determination Date pursuant to the Priority of Payments to be the amount by which the debit balance on any of the Principal Deficiency Ledger is expected to be reduced by the application of Available Revenue Funds on the immediately succeeding Interest Payment Date; and

(c) amounts credited to the Transaction Account on the immediately preceding Interest Payment Date in accordance with item (xii) of the Priority of Payments as set out in Condition 2(c); and

(d) on the Interest Payment Date falling in December 2018, amounts standing to the credit of (i) the Reserve Ledger less GBP1,122,465; and (ii) the Contingency Reserve Ledger,

minus the aggregate of:

   (e)        Revenue Shortfall Amounts; and 
   (f)         the Rounding Balance. 

Revenue Shortfall Amounts means on any Interest Payment Date an amount equal to the lesser of (A) Actual Redemption Funds (excluding limb (e) of the definition of Actual Redemption Funds) and (B) the amount (if any) by which items (b) to (d) (inclusive) and item (e) of the definition of Available Revenue Funds are insufficient to pay items (i) to (v) and (provided the Class A Notes have been redeemed in full) item (vii) of the Priority of Payments as set out in Condition 2(c).

(e) paragraph (a) (Priority of Payments Prior to Enforcement) of Condition 2 (Status, Security and Administration) has been amended to read as follows:

Prior to enforcement of the Security, the Issuer is required to apply moneys available for distribution ("Available Revenue Funds" which for the avoidance of doubt includes interest earned pursuant to the Guaranteed Investment Contract and on the Authorised Investments, amounts standing to the credit of the Transaction Account and (to the extent any amounts then standing to the credit of the GIC Account have not yet been transferred to the Transaction Account) the GIC Account and the Reserve Ledger, and an amount equal to Mortgage Early Redemption Amounts in respect of Mortgages which have been redeemed but does not include any principal received in respect of any Loan) on each Interest Payment Date (unless otherwise stated) in accordance with the following order of priority (after making payments of certain moneys which properly belong to third parties, including:

(i) first, to pay pro rata when due the remuneration payable to the Trustee (plus value added tax, if any) and any costs, charges, liabilities and expenses incurred by it under the provisions of or in connection with the Trust Deed or the Deed of Charge or either or both of them together or any other documents entered into by the Trustee in its capacity as trustee under the Trust Deed or the Deed of Charge or either or both of them with interest as provided in the Trust Deed or the Deed of Charge or either or both of them;

(ii) second, to pay pro rata when due (a) amounts, including audit fees and company secretarial expenses (plus value added tax, if any), which are payable by the Issuer to third parties and incurred without breach by the Issuer pursuant to the Trust Deed or the Deed of Charge and not provided for payment elsewhere and to provide for any such amounts expected to become due and payable by the Issuer after that Interest Payment Date and prior to the next Interest Payment Date and to provide for the Issuer's liability or possible liability for corporation tax and (b) an amount equal to any premia in respect of Insurance Contracts;

   (iii)       third, to pay pro rata: 

(A) (except to the extent already paid to the Mortgage Administrator since the preceding Interest Payment Date or, in the case of the first Interest Payment Date, since the Issue Date) the mortgage administration fee (inclusive of value added tax, if any), payable under Clause 8.1 of the Mortgage Administration Agreement, such fee being up to a maximum of the product of 0.25 per cent. and the average of the aggregate Balances of the Loans on the first day of each calendar month during the Interest Period ending on such Interest Payment Date divided by four together with costs and expenses incurred by the Mortgage Administrator in accordance with the Mortgage Administration Agreement;

(B) the special servicer fee (inclusive of value added tax, if any), payable under Clause 9 of the Special Servicer Agreement to the Special Servicer, such fee being up to a maximum of the product of 0.03 per cent. and the aggregate Principal Amount Outstanding of all the A Notes and B Notes on the first day of each Interest Period immediately preceding the said Interest Payment Date divided by four in respect of each full Interest Period together with costs and expenses incurred by the Special Servicer in accordance with the Special Servicer Agreement;

(C) the cash/bond administration fee (inclusive of value added tax, if any), payable under Clause 10 of the Cash/Bond Administration Agreement to the Cash/Bond Administrator such fee being up to a maximum of the product of 0.02 per cent. and the aggregate Principal Amount Outstanding of all the A Notes and B Notes on the first day of each Interest Period immediately preceding the said Interest Payment Date divided by four in respect of each full Interest Period together with costs and expenses incurred by the Cash/Bond Administrator in accordance with the Cash/Bond Administration Agreement;

(D) annually on the Interest Payment Date falling on 16th June of each year (excluding the first Interest Payment Date) the standby servicer fee of GBP500 per annum or such lesser amount as agreed between the Standby Servicer and the Issuer payable pursuant to the Standby Servicer Agreement to the Standby Servicer together with costs and expenses incurred by the Standby Servicer in accordance with the Standby Servicer Agreement;

(E) annually on the Interest Payment Date falling on 16th June of each year (excluding the first Interest Payment Date) the standby cash/bond administration fee of GBP7,500 (plus value added tax, if any) payable under the Standby Cash/Bond Administration Agreement to the Standby Cash/Bond Administrator;

(F) amounts due to the Paying Agents and Agent Bank under the Paying Agency Agreement, the Account Bank under the Bank Agreement, the Collection Account Bank under the Bank Agreement and (where there is a separate Guaranteed Investment Contract) to the GIC Provider under the Guaranteed Investment Contract; and

(G) amounts due and payable to the Corporate Services Provider under and in accordance with the Corporate Servicer Agreement;

(iv) fourth, on the Interest Payment Date falling in December 2018, amounts (if any) payable to the Liquidity Facility Provider pursuant to, and in accordance with, the Liquidity Facility Agreement;

(v) fifth, to pay amounts (other than in respect of principal) payable in respect of the A Notes (such amounts to be paid pro rata according to the respective interest entitlements of the A Noteholders);

(vi) sixth, amounts to be credited to the A Principal Deficiency Ledger (such amounts to be applied in redemption of the Notes in accordance with Condition 5) until the balance of the A Principal Deficiency Ledger has reached zero;

(vii) seventh, to pay pari passu and pro rata amounts (other than in respect of principal) payable in respect of the B Notes (such amounts to be paid pro rata according to the respective interest entitlements of the B Noteholders);

(viii) eighth, amounts to be credited to the Reserve Ledger, until the balance of the Reserve Fund reaches the Reserve Fund Required Amount

(ix) ninth, amounts to be credited to the B Principal Deficiency Ledger (such amounts to be applied in redemption of the Notes in accordance with Condition 5) until the balance of the B Principal Deficiency Ledger has reached zero;

(x) tenth, to pay the Issuer GBP1, 125 to be retained in the GIG Account and credited to a ledger used to record the retained revenue of the Issuer (the "Issuer Turn Ledger") to be used for the purpose of paying a distribution (if any) to the Parent (the "Issuer Turn");

(xi) eleventh, to pay pari passu and pro rata amounts (other than in respect of principal) payable in respect of the C Notes (such amounts to be paid pro rata according to the respective interest entitlements of the C Noteholders);

(xii) twelfth, on any Interest Payment Date while the Class A Notes or the Class B Notes remain outstanding, all remaining amounts to be credited to the Transaction Account and applied on the next Interest Payment Date as Actual Redemption Funds;

(xiii) thirteenth, in paying interest if any is due on any Subordinated Loan on a pari passu and pro rata basis;

   (xiv)     fourteenth, in redeeming the C Notes; 
   (xv)      fifteenth, in repaying principal and other amounts due under any Subordinated Loan; 

(xvi) sixteenth, to pay to Investec (or the person otherwise entitled thereto) as deferred consideration under the Investec/RMS 23 Mortgage Sale Agreements, the Due Proportion of the Residual Revenue (if any); and

   (xvii)    seventeenth, to pay the surplus (if any) to the Issuer. 
   (f)        paragraph (a)(i) of Condition 9 (Events of Default) has been amended to read as follows: 

(i) default being made for a period of 10 Business Days in the payment of principal of or any interest on any A Notes or default being made in the payment of interest on any B Notes on the due date for the final maturity of the Notes;

On and from the Business Day immediately following the Interest Payment Date falling in December 2018 the Liquidity Facility has been terminated pursuant to the Amendment Agreement.

For further information, please contact:

RESIDENTIAL MORTGAGE SECURITIES 23 PLC

6th Floor

65 Gresham Street

London EC2V 7NQ

United Kingdom

Phone: [phone]

This Notice is given by:

RESIDENTIAL MORTGAGE SECURITIES 23 PLC

Dated: 21 December 2018

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

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END

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(END) Dow Jones Newswires

December 21, 2018 06:46 ET (11:46 GMT)