Trafford Centre Finance Limited Notice of Consent Solicitation (2905U)

TIDMBC84

RNS Number : 2905U

Trafford Centre Finance Limited

01 December 2021

NOTICE OF NOTEHOLDER MEETING

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.

FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT IS AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM (THE "CONSENT SOLICITATION MEMORANDUM") ISSUED BY THE ISSUER TODAY, AND ELIGIBLE NOTEHOLDERS (AS DEFINED BELOW) ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.

THE TRAFFORD CENTRE FINANCE LIMITED

(incorporated with limited liability in the Cayman Islands with registration number 91678)

(the Issuer)

NOTICE OF NOTEHOLDER MEETINGS

to the holders of the

GBP188,500,000 Class A3 Floating Rate Secured Notes due 2038 (ISIN: XS0222488396)

GBP20,000,000 Class B2 Floating Rate Secured Notes due 2038 (ISIN: XS0222489014)

GBP69,550,000 Class D1(N) Floating Rate Secured Notes due 2035 (ISIN: XS0222489873)

(the Floating Rate Notes, each a Class, and the holders thereof, the Noteholders) of the Issuer presently outstanding.

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 5 of the Note Trust Deed (as defined below), separate meetings (each a Meeting and together the Meetings) of the each of the Noteholders of the Floating Rate Notes, each convened by the Issuer will be held via teleconference using a video-enabled platform on 23 December 2021 for the purpose of considering and, if thought fit, passing the applicable resolution set out below which will be proposed as an Extraordinary Resolution in accordance with the provisions of the original note trust deed dated 28 February 2000 and the supplemental note trust deed dated 31 March 2000, and was subsequently supplemented by the second issue note trust deed dated 27 June 2005 and the third issue note trust deed dated 4 March 2014 as amended, restated, modified and/or supplemented from time to time (the Note Trust Deed) made between the Issuer and Deutsche Trustee Company Limited (the Note Trustee) as note trustee for the Noteholders and constituting the Floating Rate Notes. The first Meeting (in respect of the Class A3 Notes) will commence at 10 a.m. (London time) (11 a.m. (CET)), with subsequent Meetings in respect of each other Class (in the order each Class is listed in the table on page 4 of the Consent Solicitation Memorandum) being held at 5 minute intervals thereafter or after the completion of the preceding Meeting (whichever is later).

Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Consent Instruction or an Ineligible Holder Instruction in respect of the Extraordinary Resolution by 4 p.m. (London time) (5 p.m. (CET)) on 20 December 2021 (the Expiration Deadline), by which they will have given instructions to the Principal Paying Agent for the appointment of two or more representatives of the Tabulation Agent as their proxy to vote in favour of or against (as specified in the relevant Consent Instruction or Ineligible Holder Instruction) the Extraordinary Resolution at the relevant Meeting (or any adjourned such Meeting), need take no further action to be represented at that Meeting (or any such adjourned Meeting). Noteholders who observe the Meeting (via teleconference using a video-enabled platform) will not be able to vote at the Meeting.

The first Meeting (in respect of the Class A3 Notes) will commence at 10.00 a.m. (London time), with subsequent Meetings in respect of each other Class (in the order each Class is listed on the first page of this Notice) being held at 5 minute intervals thereafter or after the completion of the preceding Meeting (whichever is later).

In light of the ongoing developments in relation to coronavirus (COVID-19), and current guidance issued by the UK government, it may be impossible or inadvisable to hold the Meetings at a physical location. Therefore, in accordance with the provisions of the Note Trust Deed, it has been agreed that further regulations regarding the holding of the Meetings via teleconference (using a video-enabled platform) will be prescribed.

Capitalised terms used in this notice and not otherwise defined herein shall have the meanings given to them in the Consent Solicitation Memorandum dated 1 December 2021 (the Consent Solicitation Memorandum), which is available for inspection by Eligible Noteholders (as defined below) during normal business hours at the specified offices of the Tabulation Agent on any weekday (public holidays excepted) up to and including the date of the relevant Meeting (see "Documents Available for Inspection" below). In accordance with normal practice, the Solicitation Agent, the Note Trustee, the Security Trustee, the Tabulation Agent and the Principal Paying Agent have not been involved in the formulation of the Noteholder Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary Resolutions. The Note Trustee, the Security Trustee, the Tabulation Agent, the Solicitation Agent and the Principal Paying Agent, 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 Note Trustee, the Security Trustee, the Tabulation Agent, the Solicitation Agent or the Principal Paying Agent makes any representation that all relevant information has been disclosed to Noteholders in or pursuant to this Notice, the Consent Solicitation Memorandum or otherwise. None of the Note Trustee, the Security Trustee, the Tabulation Agent, the Solicitation Agent or the Principal Paying Agent has approved the draft Amendment Documents referred to in the Extraordinary Resolutions set out below and the Note Trustee recommends that Noteholders arrange to inspect and review such draft Amendment Documents as provided below in this Notice. Accordingly, Noteholders of the Floating Rate Notes should take their own independent legal, financial, tax or other advice on the merits and the consequences of voting in favour of the Extraordinary Resolutions, including any tax consequences, and on the impact of the implementation of the Extraordinary Resolutions.

None of the Note Trustee, the Security Trustee, nor any of the Tabulation Agent, the Solicitation Agent, the Principal Paying Agent 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 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.

Background

The UK Financial Conduct Authority (FCA) has confirmed that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after the end of 2021 and expects that some panel banks will cease contributing to LIBOR panels at such time. In addition, the Bank of England and the FCA announced that it has mandated a working group to promote a broad-based transition to the Sterling Overnight Index Average (SONIA) across sterling bond, loan and derivative markets, so that SONIA is established as the primary sterling interest rate benchmark by the end of 2021. Therefore, the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021, and regulators have urged market participants to take active steps to implement the transition to SONIA and other risk-free rates ahead of this deadline. In this regard we refer to:

(a) the speech of Andrew Bailey, the Chief Executive of the FCA, on 27 July 2017 entitled "The Future of LIBOR";

(b) the statement of the FCA entitled "FCA Statement on LIBOR panels" dated 24 November 2017;

(c) the speech of Andrew Bailey, the Chief Executive of the FCA, on 12 July 2017 entitled "Interest rate benchmark reform - transition to a world without LIBOR";

(d) the "Dear CEO Letter" sent by the FCA and the Prudential Regulation Authority to major banks and insurers and published on the FCA website, dated 19 September 2018, relating to the need to transition from LIBOR to alternative benchmarks;

(e) the speech of Andrew Bailey, the Chief Executive of the FCA, on 15 July 2019 entitled "The Future of LIBOR"; and

   (f)        the statement of the FCA entitled "Transition from LIBOR" dated 4 September 2019. 

Each of the above is available from the website of the FCA at www.fca.org.uk.

On the basis that the Final Maturity Date (the Interest Payment Dates falling in April 2035 and July 2038 respectively) falls after 2021, the Issuer has convened each of the Meetings for the purpose of enabling the Noteholders to consider and resolve, if they think fit, to approve the Noteholder Proposal (as further described in Section 2 - Noteholder Proposal of the Consent Solicitation Memorandum) by way of an Extraordinary Resolution in relation to the Floating Rate Notes implementing a change in reference rate specified in the Conditions from LIBOR to Compounded Daily SONIA, consequential or related amendments to the Transaction Documents, including an amendment to the terms of the note interest rate swap agreements to include a corresponding Compounded Daily SONIA floating rate.

Due to the differences in the nature of LIBOR and SONIA, the replacement of LIBOR as the reference rate for the Floating Rate Notes will also require corresponding adjustments to the existing Margin payable in respect of the Floating Rate Notes in the form of a credit adjustment spread.

Noteholder Proposal

Pursuant to the above, the Issuer has convened separate Meetings by the above notice to request that Noteholders of the Floating Rate Notes consider and agree by Extraordinary Resolution to the matters contained in the Extraordinary Resolutions set out below.

The Issuer, under the Noteholder Proposal, is requesting that the Noteholders of each Class of the Floating Rate Notes consider and if thought fit, approve the relevant Extraordinary Resolution. If approved by the Noteholders of a Class of the Floating Rate Notes, the relevant Extraordinary Resolution will be binding on all holders of such Class of Floating Rate Notes, including those Noteholders of such Class who do not vote in favour of the Extraordinary Resolution or who do not vote in connection with the Extraordinary Resolution.

In order to implement the change in reference rate applicable to the Floating Rate Notes from 'LIBOR' to 'Compounded Daily SONIA', the Rate of Interest for the Floating Rate Notes from and including the Effective Date (with the first Interest Amount based on such new Rate of Interest being paid on the Interest Payment Date occurring after the Effective Date) will continue to be a floating rate and will be Compounded Daily SONIA plus the Adjusted Margin. The detailed provisions relating to the calculation of Compounded Daily SONIA are set out in Annex A to this Notice. For the avoidance of doubt, the Interest Amount being paid on the Interest Payment Date occurring on 28 January 2022 will be linked to LIBOR.

The Adjusted Margin shall be the sum of (i) the Credit Adjustment Spread and (ii) the current Margin in respect of the Class A3 Floating Rate Notes (i.e. in respect of the Class A3 Floating Rate Notes, 0.725 per cent., in respect of the Class B2 Floating Rate Notes, 0.825 per cent. and in respect of the Class D1(N) Floating Rate Notes, 2.00 per cent.). The detailed provisions relating to the adjustment of the Margin are set out in Annex B to this Notice.

For the avoidance of doubt, the reference rate applicable to the Floating Rate Notes up to but excluding the Effective Date will continue to be LIBOR and the interest payment made on the Effective Date will not be affected by the pricing methodology described herein.

Each Extraordinary Resolution, if passed, constitutes (amongst others) a direction by the relevant Noteholders of the applicable Class of Floating Rate Notes to the Note Trustee and the Security Trustee to consent to and to concur in the amendments to the Conditions of the relevant Class of Floating Rate Notes, (in order to reflect the amendments to the Conditions of such Notes and the execution of the Fourth Supplemental Note Trust Deed, the Amended and Restated Master Definitions and Construction Agreement, the corresponding Amended and Restated Note Interest Rate Swap Agreement and the Amended and Restated Agency Agreement, to implement relevant changes to the relevant Class of Floating Rate Notes in order to change the reference rate from 'LIBOR' to 'Compounded Daily SONIA', as more fully set out in the Fourth Supplemental Note Trust Deed, and certain tidy-up and consistency changes to reflect that the A1(N) Notes have now been redeemed in full (together with the consequential or related amendments as more fully set out in the other Amendment Documents, the Noteholder Proposal).

The Noteholder Proposal is being put to Noteholders for the reasons set out in the Consent Solicitation Memorandum.

Noteholders are referred to the Consent Solicitation Memorandum which provides further background to the Noteholder Proposal and the reasons therefor.

Consent Solicitation

Noteholders are further given notice that the Issuer has invited holders of the Floating Rate Notes (each such invitation a Consent Solicitation) to consent to the approval, by Extraordinary Resolution at the Meeting, of the modification of the Conditions relating to the Floating Rate Notes as described in paragraph 1 of the relevant Extraordinary Resolution as set out below, all as further described in the Consent Solicitation Memorandum (as defined in paragraph 14 of the relevant Extraordinary Resolution set out below).

The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to persons who are (i) located and resident outside the United States, its territories and possessions and who are not U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the Securities Act)) or acting for the account or benefit of any U.S. person, (ii) eligible counterparties or professional clients (each as defined in 2014/65/EU (as amended or superseded, MiFID II) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client, in each case in respect of the Floating Rate Notes and (iii) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons Eligible Noteholders).

Subject to the restrictions described in the previous paragraph, Eligible Noteholders may obtain from the date of this Notice a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Noteholder will be required to provide confirmation as to his or her status as an Eligible Noteholder.

Form of EXTRAORDINARY RESOLUTIONs

The Extraordinary Resolution will be proposed in separate single meetings to the holders of (i) the Class A3 Floating Rate Notes, (ii) the Class B2 Floating Rate Notes and (iii) the Class D1(N) Floating Rate Notes mutatis mutandis and is in the following terms (with only such changes as are required to reflect the holding of separate meetings of the holders of the Floating Rate Notes):

"THAT this meeting (the Meeting) of the holders (together, the Class [A3/B2/D1(N)] Floating Rate Noteholders) of the presently outstanding [GBP188,500,000 Class A3 Floating Rate Secured Notes due 2038 (the Class A3 Floating Rate Notes) / GBP20,000,000 Class B2 Floating Rate Secured Notes due 2038 (the Class B2 Floating Rate Notes) / GBP69,550,000 Class D1(N) Floating Rate Secured Notes due 2035 (the Class D1(N) Floating Rate Notes)] of The Trafford Centre Finance Limited (the Issuer), constituted by the second issue note trust deed dated 27 June 2005, which supplements the original note trust deed dated 28 February 2000 and the supplemental note trust deed dated 31 March 2000, and was subsequently supplemented by the third issue note trust deed dated 4 March 2014, as amended, restated, modified and/or supplemented from time to time (the Note Trust Deed) made between the Issuer and Deutsche Trustee Company Limited (the Note Trustee) as note trustee for, inter alios, the Class [A3/B2/D1(N)] Floating Rate Noteholders HEREBY:

1. (subject to paragraph 11 of this Extraordinary Resolution) consents to, sanctions and approves the modification of:

(a) the terms and conditions of the Floating Rate Notes (the Conditions), as set out in the Amended and Restated Conditions appended to the Fourth Supplemental Note Trust Deed (each as defined in paragraph 2 below), in order that the Rate of Interest for the Floating Rate Notes be amended so that LIBOR be replaced with Compounded Daily SONIA as the reference rate for calculating interest plus an adjusted margin, as more fully set out in Annex B to the Notice (Margin Adjustment) and in the Fourth Supplemental Note Trust Deed;

(b) the Master Definitions and Construction Agreement, as set out in the Amended and Restated Master Definitions and Construction Agreement (as defined in paragraph 2 below) in order to facilitate the calculation of Compounded Daily SONIA in relation to the Floating Rate Notes by the Principal Paying Agent;

(c) the confirmation evidencing the interest rate swap transaction (the Class [A3/B3/D1(N)] Interest Rate Swap) under the Class [A3/B3/D1(N)] Swap Agreement, as set out in the Amended and Restated Note Interest Rate Swap Agreement (as defined in paragraph 2 below), in order that the floating rate of interest payable under the Class [A3/ B3/D1(N)] Interest Rate Swap be amended from LIBOR to Compounded Daily SONIA (plus a credit adjustment spread) such that the floating rate of interest payable under the Class A3 Interest Rate Swap matches the Rate of Interest for the Floating Rate Notes; and

(d) the Agency Agreement, as set out in the Amended and Restated Agency Agreement (as defined in paragraph 2 below) in order to facilitate the calculation of Compounded Daily SONIA in relation to the Floating Rate Notes by the Principal Paying Agent.

2. (subject to paragraph 11 of this Extraordinary Resolution) authorises, directs, requests and empowers:

(a) (i) the Issuer, the Cash Manager, the Principal Paying Agent, the Note Trustee and the Security Trustee to execute an amended and restated master definitions and construction agreement (the Amended and Restated Master Definitions and Construction Agreement);

(i) the Issuer, the Class [A3/B2/D1(N)] Swap Provider and the Security Trustee to execute the amended and restated confirmation evidencing the Class [A3/B2/D1(N)] Interest Rate Swap, in order that the floating rate of interest payable under the Class [A3/B2/D1(N)] Interest Rate Swap be amended from LIBOR to Compounded Daily SONIA (plus a credit adjustment spread) such that the floating rate of interest payable under the Class [A3/B2/D1(N)] Interest Rate Swap matches the Rate of Interest for the Class [A3/B2/D1(N)] Floating Rate Notes (the Amended and Restated Note Interest Rate Swap Agreement);

(ii) the Issuer and the Note Trustee to execute a deed supplemental to the Note Trust Deed which annexes the form of the amended and restated conditions and the amendment to Condition 4(d) (Rate of Interest - Floating Rate Notes) to include Compounded Daily SONIA as a reference rate in the Conditions applicable to the Floating Rate Notes (the Fourth Supplemental Note Trust Deed and the Amended and Restated Conditions respectively); and

(iii) the Issuer, the Note Trustee, the Security Trustee and the Principal Paying Agent to execute a supplement to the agency agreement to include a new Clause 7 for the purposes of determining Compounded Daily SONIA (the Amended and Restated Agency Agreement),

in each case to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the drafts produced to this Meeting and for the purpose of identification signed by the chairman thereof; and

(b) the Issuer, the Note Trustee and the Security Trustee to execute and to do all such deeds, instruments, acts and things as may be necessary, desirable or expedient to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;

3. consents to, sanctions and approves the Noteholder Proposal as a Basic Terms Modification of the Class [A3/B2/D1(N)] Floating Rate Notes;

4. holds harmless, discharges and exonerates each of the Note Trustee and the Security Trustee from and against all liability for which they may have become or may become liable under the Note Trust Deed, the [Class A3/B2/D1(N)] Floating Rate Notes or any Transaction Document or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or its implementation, the modifications referred to in this Extraordinary Resolution or the implementation of those modifications (including, for the avoidance of doubt, the directions and/or information contained herein) or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Fourth Supplemental Note Trust Deed, the Amended and Restated Master Definitions and Construction Agreement, the Amended and Restated Note Interest Rate Swap Agreement, and the Amended and Restated Agency Agreement, the Notice or this Extraordinary Resolution;

5. approves that the Note Trustee and the Security Trustee shall have no liability, and irrevocably waives any claim that the Class [A3/B2/D1(N)] Floating Rate Noteholders may have against the Note Trustee and / or the Security Trustee arising as a result of any loss or damage which the Class [A3/B2/D1(N)] Floating Rate Noteholders may suffer or incur as a result of the Note Trustee and/or Security Trustee acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that there is a defect in this Extraordinary Resolution or that for any reason this Extraordinary Resolution is not valid or binding on the Class [A3/B2/D1(N)] Floating Rate Noteholders) and the Class [A3/B2/D1(N)] Floating Rate Noteholders further confirm that the Class [A3/B2/D1(N)] Floating Rate Noteholders will not seek to hold the Note Trustee and/or Security Trustee liable for any such loss or damage;

6. expressly agrees and undertakes to indemnify and hold harmless the Note Trustee and/or Security Trustee and/or any of their respective affiliates, directors or employees from and against all and any losses, claims, liabilities, damages, costs, fees, charges, expenses, actions or demands (together with value added tax or any similar tax charged or chargeable in respect thereof) which may be suffered or incurred by or made against any of them as a result of any claims (whether or not successful, compromised or settled), actions, demands or proceedings brought against the Note Trustee and/or the Security Trustee and against all losses, costs, charges or expenses (including legal fees) which the Note Trustee and/or Security Trustee may suffer or incur which in any case arise as a result of the Note Trustee and/or Security Trustee acting in accordance with the Extraordinary Resolution and the Note Trust Deed or as a result of the exercise or non-exercise of the powers vested in the Note Trustee and/or the Security Trustee by or pursuant to the Note Trust Deed, the Security Trust Deed, the Deed of Charge or the other Transaction Documents;

7. (subject to paragraph 11 of this Extraordinary Resolution) sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Class [A3/B2/D1(N)] Floating Rate Noteholders appertaining to the Class [A3/B2/D1(N)] Floating Rate Notes against the Issuer or against any of their property, whether or not such rights arise under the Conditions, the Note Trust Deed or any other Transaction Documents involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

8. approves that each of the Note Trustee and Security Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to investigate or enquire into the power and capacity of any person to enter into the Fourth Supplemental Note Trust Deed, the Amended and Restated Master Definitions and Construction Agreement, the Amended and Restated Note Interest Rate Swap Agreement and the Amended and Restated Agency Agreement or any other document necessary, desirable or expedient in connection with the modifications referred to paragraph 1 of this Extraordinary Resolution or the due execution and delivery thereof by any party thereto or the validity and enforceability thereof and that the Note Trustee and/or Security Trustee shall not be liable to any holder for the failure to do so or for any consequences thereof;

9. waives any and all requirements, restrictions and conditions precedent set forth in the Transaction Documents on any person, in implementing the Fourth Supplemental Note Trust Deed, the Amended and Restated Master Definitions and Construction Agreement, the Amended and Restated Note Interest Rate Swap Agreement and the Amended and Restated Agency Agreement, this Extraordinary Resolution and the Noteholder Proposal;

10. holds harmless, discharges and exonerates the Issuer from all liability for which it may have become or may become responsible under the Note Trust Deed, the Class [A3/B2/D1(N)] Floating Rate Notes or any Transaction Document or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Fourth Supplemental Note Trust Deed, the Amended and Restated Master Definitions and Construction Agreement, the Amended and Restated Note Interest Rate Swap Agreement and the Amended and Restated Agency Agreement, the Notice or this Extraordinary Resolution;

11. declares that the implementation of this Extraordinary Resolution shall be conditional on:

   (a)        the passing of this Extraordinary Resolution; and 

(b) the quorum required for, and the requisite majority of votes cast at, this Meeting being satisfied by Eligible Noteholders, irrespective of any participation at this Meeting by Ineligible Noteholders and that, in the event that the Extraordinary Resolution is passed at this Meeting but such condition is not satisfied, the chairman of this Meeting and the Note Trustee are hereby authorised, directed, requested and empowered to adjourn this Meeting for such period being not less than 14 days nor more than 42 days, and to such place as may be appointed by the chairman of this Meeting and approved by the Note Trustee, for the purpose of reconsidering resolutions 1 to 10 of this Extraordinary Resolution with the exception of resolution 11(b) of this Extraordinary Resolution. At any such adjournment of this Meeting, two or more persons present holding voting certificates or being proxies and holding or representing in the aggregate not less than one-third of the Principal Amount Outstanding of the Class [A3/B2/D1(N)] Floating Rate Notes for the time being outstanding shall form a quorum and a majority in favour consisting of not less than three-fourths of the votes cast at such adjourned meeting shall have the power to pass such Extraordinary Resolution, and this condition set out in this paragraph 11(b) will be satisfied if the quorum required for, and the requisite majority of votes cast at, such adjourned Meeting are satisfied by Eligible Noteholders irrespective of any participation at the adjourned Meeting by Ineligible Noteholders;

12. agrees that this Extraordinary Resolution shall take effect as an extraordinary resolution pursuant to paragraph 20 of Schedule 5 (Provisions for Meetings of Noteholders) of the Note Trust Deed;

13. agrees that the Noteholder Proposal contemplated by this Extraordinary Resolution will not become effective until the Consent Conditions are satisfied including the Amendment Documents being executed by all the parties thereto; and

14. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

Consent Solicitation means the invitation by the Issuer to all Eligible Noteholders to consent to the modification of the Conditions relating to the Floating Rate Notes as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;

Consent Solicitation Memorandum means the consent solicitation memorandum dated 1 December 2021 prepared by the Issuer in relation to the Consent Solicitation;

Eligible Noteholder means each Floating Rate Noteholder who is (a) located and resident outside the United States, its territories and possessions and not a U.S. person (as defined in Regulation S under the Securities Act), (b) an eligible counterparty or a professional client (each as defined in (i) MiFID II; or (ii) (in the case of eligible counterparties) the FCA Handbook Conduct of Business Sourcebook and (in the case of professional clients) UK MiFIR) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client, in each case in respect of the Floating Rate Notes and (c) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation;

Floating Rate Notes means the GBP188,500,000 Class A3 Floating Rate Secured Notes due 2038 (ISIN: XS0222488396), the GBP20,000,000 Class B2 Floating Rate Secured Notes due 2038 (ISIN: XS0222489014) and the GBP69,550,000 Class D1(N) Floating Rate Secured Notes due 2035 (ISIN: XS0222489873).

Ineligible Noteholder means each Noteholder who is not an Eligible Noteholder; and

Securities Act means the U.S. Securities Act of 1933, as amended; and

15. agrees that capitalised terms in this document where not defined herein shall have the meanings given to them in the Consent Solicitation Memorandum (a copy of which is available for inspection as referred to in the Notice)";

Ineligible Noteholders

Submission of Ineligible Holder Instructions

In respect of any Floating Rate Notes held through Euroclear Bank SA/NV (Euroclear) or Clearstream Banking, S.A. (Clearstream, Luxembourg), the submission of Ineligible Holder Instructions will be deemed to have occurred upon receipt by the Tabulation Agent from Euroclear or Clearstream, Luxembourg, as applicable, of a valid instruction (an Ineligible Holder Instruction) submitted in accordance with the requirements of Euroclear or Clearstream, Luxembourg, as applicable. Each such Ineligible Holder Instruction must specify, among other things, the aggregate principal amount of the Floating Rate Notes to which such Ineligible Holder Instruction relates, the securities account number at Euroclear or Clearstream, Luxembourg, as applicable, in which the Floating Rate Notes are held and whether the Ineligible Noteholder wishes to instruct the Principal Paying Agent to appoint two or more representatives of the Tabulation Agent to attend the relevant Meeting (via teleconference using a video-enabled platform) (and any adjourned such Meeting) and vote in favour of or against the relevant Extraordinary Resolution. The receipt of such Ineligible Holder Instruction by Euroclear or Clearstream, Luxembourg, as applicable, will be acknowledged in accordance with the standard practices of Euroclear or Clearstream, Luxembourg, as applicable, and will result in the blocking of the Floating Rate Notes in the relevant Ineligible Noteholder's account with Euroclear or Clearstream, Luxembourg, as applicable, so that no transfers may be effected in relation to the Floating Rate Notes until the earlier of (i) the date on which the relevant Ineligible Holder Instruction is validly revoked (including their automatic revocation on the termination of the Consent Solicitation) and (ii) the conclusion of the relevant Meeting (or, if applicable, any adjourned Meeting).

Only Direct Participants (as defined under "Voting and Quorum" below) may submit Ineligible Holder Instructions. Each beneficial owner of Floating Rate Notes who is an Ineligible Noteholder and is not a Direct Participant, must arrange for the Direct Participant through which such beneficial owner of Floating Rate Notes who is an Ineligible Noteholder holds its Floating Rate Notes to submit an Ineligible Holder Instruction on its behalf to Euroclear or Clearstream, Luxembourg, as applicable, before the deadlines specified by the relevant clearing system.

By delivering, or arranging for the delivery on its behalf, of an Ineligible Holder Instruction in accordance with the procedures described below, a Noteholder shall be deemed to agree, undertake, acknowledge and represent to the Issuer, the Tabulation Agent and the Solicitation Agent that at (i) the time of submission of such Ineligible Holder Instruction, (ii) the Expiration Date and (iii) the time of the relevant Meeting and at the time of the adjourned Meeting (and if a Noteholder is unable to make any such acknowledgement or give any such representation or warranty, such Noteholder or Direct Participant should contact the Tabulation Agent immediately):

   (a)        It is an Ineligible Noteholder. 

(b) It is not a person or entity (a Person) (A) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions); or (B) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the SSI List), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended from time to time including by Council Regulation No. 960/2014 and Council Regulation (EU) No 1290/2014 and Council Regulation (EU) No 2015/1797 (the EU Annexes), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes. For these purposes Sanctions Authority means each of: (i) the United States government; (ii) the United Nations; (iii) the European Union (or any of its member states or the United Kingdom); (iv) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; and (v) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury.

(c) It is assuming all the risks inherent in participating in the Consent Solicitation and has undertaken all the appropriate analyses of the implications of the Consent Solicitation without reliance on the Issuer, the Note Trustee, the Security Trustee, the Principal Paying Agent, the Solicitation Agent or the Tabulation Agent.

(d) It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent deemed necessary, and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the documentation) based upon its own judgment and upon any advice from such advisers as deemed necessary and not upon any view expressed by the Issuer, the Solicitation Agent, the Tabulation Agent, the Principal Paying Agent, the Security Trustee and the Note Trustee or any of their respective directors, officers, employees, agents or affiliates.

(e) It has observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other required consents, complied with all requisite formalities and paid any issue, transfer or other taxes or requisite payments due from it in each respect in connection with any vote in relation to the relevant Extraordinary Resolution, in any jurisdiction and that it has not taken or omitted to take any action in breach of the representations or which will or may result in the Issuer, the Solicitation Agent, the Tabulation Agent, the Note Trustee, the Security Trustee, the Principal Paying Agent or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with any votes in relation to the relevant Extraordinary Resolution.

(f) It has full power and authority to vote in the relevant Meeting (or any such adjourned Meeting).

(g) Each Ineligible Holder Instruction is made on the terms and conditions set out in this Notice and therein.

(h) Each Ineligible Holder Instruction is being submitted in compliance with the applicable laws or regulations of the jurisdiction in which the Noteholder is located or in which it is resident or located and no registration, approval or filing with any regulatory authority of such jurisdiction is required in connection with each such Ineligible Holder Instruction.

(i) By blocking Floating Rate Notes in the relevant Clearing System, it will be deemed to consent to the relevant Clearing System providing details concerning its identity to the Issuer, the Note Trustee, the Security Trustee, the Principal Paying Agent, the Solicitation Agent, the Tabulation Agent and their respective legal advisers.

(j) It holds and will hold, until the earlier of (i) the date on which its Ineligible Holder Instruction is validly revoked, in the limited circumstances in which such revocation is permitted in accordance with the terms of the Consent Solicitation and (ii) conclusion of the relevant Meeting or (if applicable) any adjourned Meeting, as the case may be, the Floating Rate Notes the subject of the Ineligible Holder Instruction, in the relevant Clearing System and, if it holds its Floating Rate Notes through Euroclear, or Clearstream in accordance with the requirements of the relevant Clearing System and by the deadline required by the relevant Clearing System, it has submitted, or has caused to be submitted, an Ineligible Holder Instruction to the relevant Clearing System, as the case may be, to authorise the blocking of such Floating Rate Notes with effect on and from the date thereof so that no transfers of such Floating Rate Notes may be effected until the occurrence of any of the events listed in (i) or (ii) above.

(k) It acknowledges that none of the Issuer, the Note Trustee, the Security Trustee, the Solicitation Agent, the Tabulation Agent and/or the Principal Paying Agent or any of their respective affiliates, directors, officers, employees or agents has made any recommendation as to whether to vote on the relevant Extraordinary Resolution and it represents that it has made its own decision with regard to voting on the relevant Extraordinary Resolution based on any independent legal, financial, tax or other advice that it has deemed necessary to seek.

(l) It acknowledges that all authority conferred or agreed to be conferred pursuant to these acknowledgements, representations, warranties and undertakings and every obligation of the Noteholder offering to vote on the relevant Extraordinary Resolution shall to the extent permitted by applicable law be binding upon the successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives of the Noteholder voting on the relevant Extraordinary Resolution and shall not be affected by, and shall survive, the death or incapacity of the Noteholder voting on that Extraordinary Resolution, as the case may be.

(m) Each Class of the Floating Rate Notes have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or its territories or possessions or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available (terms used in this and the following paragraph that are, unless otherwise specified, defined in Regulation S are used as defined in Regulation S).

(n) None of the Issuer, the Solicitation Agent, the Tabulation Agent, the Principal Paying Agent, the Security Trustee and the Note Trustee or any of their respective directors, officers, employees, agents or affiliates has given (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) of the Consent Solicitation.

(o) None of the Issuer, the Note Trustee, the Security Trustee, the Principal Paying Agent, the Solicitation Agent or the Tabulation Agent is acting as a fiduciary or financial or investment adviser for it.

(p) The terms and conditions of the Consent Solicitation shall be deemed to be incorporated in, and form a part of, the Ineligible Holder Instruction which shall be read and construed accordingly and that the information given by or on behalf of such Noteholder in the Ineligible Holder Instruction is true and will be true in all respects at the time of the relevant Meeting (or any adjourned Meeting).

(q) It acknowledges that the Solicitation Agent may (but is not obliged to) submit Consent Instructions for its own account as well as on behalf of other Beneficial Owners of the Floating Rate Notes.

(r) No information has been provided to it by the Issuer, the Note Trustee, the Security Trustee, the Solicitation Agent or the Tabulation Agent, or any of their respective directors or employees, with regard to the tax consequences for Noteholders arising from the participation in the Consent Solicitation or the implementation of any Extraordinary Resolution, and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its participation in the Consent Solicitation, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, the Note Trustee, the Security Trustee, the Solicitation Agent or the Tabulation Agent, or any of their respective directors or employees, or any other person in respect of such taxes and payments.

If the relevant Ineligible Noteholder is unable to give any of the representations and warranties described above, such Ineligible Noteholder should contact the Tabulation Agent.

Each Ineligible Noteholder submitting an Ineligible Holder Instruction in accordance with its terms shall be deemed to have agreed to indemnify and hold harmless the Issuer, the Solicitation Agent, the Tabulation Agent, the Principal Paying Agent, the Note Trustee, the Security Trustee and any of their respective affiliates, directors, officers, employees or agents against all and any losses, costs, fees, claims, liabilities, damages, expenses, charges, actions or demands (together with value added tax or any similar tax charged or chargeable in respect thereof) which any of them may suffer or incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the representations, warranties and/or undertakings given pursuant to, such vote by such Noteholder.

ADDITIONAL TERMS OF THE CONSENT SOLICITATION

Each Noteholder submitting a Consent Instruction or Ineligible Holder Instruction in accordance with its terms shall be deemed to have agreed to indemnify and hold harmless the Issuer, the Solicitation Agent, the Tabulation Agent, the Principal Paying Agent, the Note Trustee, the Security Trustee and any of their respective affiliates, directors, officers, employees or agents against all and any losses, costs, fees, claims, liabilities, damages, expenses, charges, actions or demands (together with value added tax or any similar tax charged or chargeable in respect thereof) which any of them may suffer or incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the representations, warranties and/or undertakings given pursuant to, such vote by such Noteholder.

If any Consent Instructions or Ineligible Holder Instructions or other communication (whether electronic or otherwise) addressed to the Issuer, the Solicitation Agent, the Principal Paying Agent or the Tabulation Agent is communicated on behalf of a Noteholder (by an attorney--in--fact, custodian, note trustee, administrator, director or officer of a corporation or any other person acting in a fiduciary or representative capacity) that fact must be indicated in the relevant communication, and a power of attorney or other form of authority, in a form satisfactory to the Issuer, must be delivered to the Issuer, the Solicitation Agent, the Principal Paying Agent or the Tabulation Agent (as applicable) by the Expiration Deadline. Failure to submit such evidence as aforesaid may result in rejection of the acceptance. Neither the Issuer nor any of the Solicitation Agent, the Principal Paying Agent or the Tabulation Agent shall have any responsibility to check the genuineness of any such power of attorney or other form of authority so delivered and may conclusively rely on, and shall be protected in acting in reliance upon, any such power of attorney or other form of authority.

General Information

The attention of Noteholders is particularly drawn to the quorum required for the Noteholders Meeting and for any adjourned Meeting which is set out in paragraphs 1, 2, 3, 4 and 5 of "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged to take steps to be represented at the Meeting, as referred to below, as soon as possible.

Voting and Quorum

1. The provisions governing the convening and holding of each Meeting are set out in Schedule 5 (Provisions for Meetings of Noteholders) to the Note Trust Deed, a copy of which is available for inspection by the Noteholders during normal business hours at the specified offices of the Tabulation Agent on any weekday (public holidays excepted) up to and including the date of the relevant Meeting and at that Meeting.

Each Class of Floating Rate Notes is represented by a global Note and are held by a common depositary or common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg). For the purpose of the Meeting, a Noteholder shall mean each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular Principal Amount Outstanding of the Floating Rate Notes.

Noteholders who indicate to the Tabulation Agent (the contact details for which are set out below) that they wish to observe the Meeting (via teleconference using a video-enabled platform) will be provided with further details about attending the Meetings however such Noteholders will not be able to vote in person at the Meeting.

Any Noteholder who wishes to vote in respect of an Extraordinary Resolution should: (i) in the case of a beneficial owner whose Floating Rate Notes are held in book--entry form by a custodian, request such beneficial owner's custodian to vote on an Extraordinary Resolution in accordance with the procedures set out in Section 4 - Procedures in connection with the Consent Solicitation of the Consent Solicitation Memorandum, or (ii) in the case of a Noteholder whose Floating Rate Notes are held in book--entry form directly in the relevant Clearing System, vote on the Extraordinary Resolution in accordance with the procedures set out in Section 4 - Procedures in connection with the Consent Solicitation of the Consent Solicitation Memorandum.

Noteholders should note that the timings and procedures set out below reflect the requirements for Noteholders' meetings set out in the Note Trust Deed, but that the Clearing Systems and the relevant intermediaries may have their own additional requirements as to timings and procedures for voting on the relevant Extraordinary Resolution. Accordingly, Noteholders wishing to vote in respect of an Extraordinary Resolution are strongly urged either to contact their custodian (in the case of a beneficial owner whose Floating Rate Notes are held in book--entry form by a custodian) or the relevant Clearing System (in the case of a Noteholder whose Floating Rate Notes are held in book--entry form directly in the relevant Clearing System), as soon as possible.

2. The quorum at any Meeting for passing an Extraordinary Resolution which constitutes a Basic Terms Modification shall (subject as provided below) be two or more persons holding or representing voting certificates or being proxies and holding or representing in aggregate not less than three-fourths of the aggregate Principal Amount Outstanding of the relevant Floating Rate Notes for the time being outstanding. If a quorum is not present within 15 minutes after the time fixed for a Meeting, that Meeting will be adjourned for such period being not less than 14 days nor more than 42 days, to be held via teleconference using a video-enabled platform. In addition, in the event that the quorum required for, and the requisite majority of votes cast at, each Meeting is satisfied but the Eligibility Condition in respect of such Meeting is not satisfied, the chairman of the Meeting (with the approval of the Note Trustee) will adjourn that Meeting for such period being not less than 14 days nor more than 42 days, to be held via teleconference using a video-enabled platform. The relevant Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders of the Floating Rate Notes). At any adjourned Meeting, two or more persons holding voting certificates or being proxies and holding or representing in aggregate not less than one--third of the aggregate Principal Amount Outstanding of the relevant Floating Rate Notes for the time being outstanding shall (subject as provided below) form a quorum and a majority in favour consisting of not less than three-fourths of the votes cast at such adjourned meeting shall have the power to pass that Extraordinary Resolution.

3. To be passed at each Meeting, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. As the Tabulation Agent will be the only voter, every question submitted to each Meeting shall be decided in the first instance by a poll demanded by the chairman of that Meeting. A declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

4. The implementation of the Noteholder Proposal and each Extraordinary Resolution will be conditional on:

   (a)        the passing of the relevant Extraordinary Resolution; and 

(b) the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Eligible Noteholders, irrespective of any participation at the relevant Meeting by Ineligible Noteholders (including the satisfaction of such condition at an adjourned Meeting) (the Eligibility Condition),

(together, the Consent Conditions).

5. If passed, the Extraordinary Resolution will be binding upon all the Noteholders of that Class of Floating Rate Notes and upon all Receiptholders and Couponholders of the Notes whether or not present or voting at the Meeting.

Documents Available for Inspection

Copies of items (a) to (b) below (together, the Noteholder Information) will be available from the date of this Notice, for inspection from the Tabulation Agent up to and including the date of the Meetings and at the Meetings.

   (a)        this Notice; and 

(b) the current drafts of the Fourth Supplemental Note Trust Deed, the Amended and Restated Master Definitions and Construction Agreement, the Amended and Restated Agency Agreement and the Amended and Restated Note Interest Rate Swap Agreements, each as referred to in the relevant Extraordinary Resolution set out above (the Amendment Documents).

This Notice should be read in conjunction with the Noteholder Information.

The Noteholder Information may be supplemented from time to time. Existing Noteholders should note that the Amendment Documents may be subject to amendment. Should such amendments be made, blacklined copies (showing the changes from the originally available Amendment Documents) and clean versions will be available for inspection, at the specified office of the Tabulation Agent.

Existing Noteholders will be informed of amendments to the Amendment Documents by announcements released on the regulatory news service of the London Stock Exchange and via the relevant Clearing Systems.

Contact Information

Further information relating to the Noteholder Proposal can be obtained from the Solicitation Agent directly:

 
 City & Continental Ltd, trading as Allia C&C 
  Cheyne House 
  Crown Court, 62-63 Cheapside 
  London, EC2V 6AX 
  Telephone: [phone] 
  Attention: Phil Caroe 
  Email: [e-mail] 
 

The addresses and contact information of the Principal Paying Agent, the Tabulation Agent, the Security Trustee and the Note Trustee are set out below:

 
 Note Trustee                          Tabulation Agent 
 Deutsche Trustee Company Limited      Lucid Issuer Services Limited 
  Winchester House                      The Shard 
  1 Great Winchester Street             32 London Bridge Street 
  London EC2N 2DB                       London SE1 9SG 
  Email: [e-mail]       United Kingdom 
  Attention: Managing Director (ABS)    Telephone number: [phone] 
                                        Email: [e-mail] 
                                        Attn: Owen Morris 
 Security Trustee                      Principal Paying Agent 
 Deutsche Trustee Company Limited      Deutsche Bank AG, London Branch 
  Winchester House                      Winchester House 
  1 Great Winchester Street             1 Great Winchester Street 
  London EC2N 2DB                       London EC2N 2DB 
  Email: [e-mail]       Email: [e-mail] 
  Attention: Managing Director (ABS)    Attention: Managing Director (ABS) 
 

Noteholders whose Floating Rate Notes are held by Euroclear or Clearstream, Luxembourg should contact the Tabulation Agent at the address details above for further information on how to vote at the Meeting.

Announcements

If the Issuer is required to make an announcement relating to matters set out in this Notice, any such announcement will be made in accordance with all applicable rules and regulations via notices to the Clearing Systems for communication to Noteholders and an announcement released on the regulatory news service of the London Stock Exchange.

This Notice is given by:

THE TRAFFORD CENTRE FINANCE LIMITED

Dated 1 December 2021

Annex A

compounded daily SONIA

Defined terms used in this Annex A have the meaning given to them in the draft Amendment Documents

Compounded Daily SONIA means the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) and will be calculated by the Agent Bank (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Conditions) as at the Interest Determination Date, as follows, and the resulting percentage will be rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards:

where:

   (i)         d is the number of calendar days in the relevant Interest Period; 
   (ii)        d(o) is the number of London Banking Days in the relevant Interest Period; 

(iii) i means, in relation to any Interest Period, a series of whole numbers from one to d(o) , each representing the relevant London Banking Day in chronological order from (and including) the first London Banking Day in such Interest Period to (and including) the last London Banking Day in such Interest Period;

   (iv)       LBD means a London Banking Day; 

(v) n(i) , for any day i, means the number of calendar days from and including such day i up to but excluding the following London Banking Day;

   (vi)       p means, for any Interest Period, 5 London Banking Days; and 

(vii) SONIA(i-pLBD) means, in respect of any London Banking Day falling in the relevant Interest Period, the SONIA Reference Rate for the London Banking Day falling p London Banking Days prior to the relevant London Banking Day I;

London Banking Day or LBD means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;

Observation Period means the period from and including the date falling p London Banking Days prior to the first day of the relevant Interest Period and ending on, but excluding, the date falling p London Banking Days prior to the Interest Payment Date for such Interest Period (or the date falling p London Banking Days prior to such earlier date, if any, on which the Floating Rate Notes become due and payable);

Relevant Margin in respect of the Class A3 Notes shall be 0.8443 per cent. per annum, in respect of the Class B2 Notes shall be 0.9443 per cent. per annum and in respect of the Class D1(N) Notes shall be 2.1193 per cent. per annum.

Relevant Screen Page means the Reuters Screen SONIA Page (or any replacement thereof);

SONIA means the Sterling Over Night Index Average administered and published by the Bank of England (or their successor); and

SONIA Reference Rate, in respect of any London Banking Day, is a reference rate equal to the daily SONIA rate for such London Banking Day as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors (on the London Banking Day immediately following such London Banking Day). If, in respect of any London Banking Day in the relevant Observation Period, the Agent Bank (or such other party responsible for the calculation of the Rate of Interest) determines that the SONIA Reference Rate is not available on the Screen Page or has not otherwise been published by the relevant authorised distributors, such SONIA Reference Rate shall be: (i) the Bank of England's Bank Rate (the Bank Rate) prevailing at close of business on the relevant London Banking Day; plus (ii) the mean of the spread of the SONIA Reference Rate to the Bank Rate over the previous five days on which a SONIA Reference Rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads) to the Bank Rate.

There will be no minimum or maximum Rate of Interest.

Annex B

MARGIN ADJUSTMENT

Rationale for the Proposal

Due to the differences in the nature of LIBOR and SONIA, the replacement of LIBOR as the reference rate for the Floating Rate Notes will also require an additional credit adjustment spread to be added to the reference rate payable in respect of the Floating Rate Notes.

The date from which the proposed change in reference rate is to occur will be the Effective Date (which shall be 25 January 2022 in the case of the Consent Conditions being satisfied at the initial Meeting).

For the avoidance of doubt, the reference rate applicable to the Floating Rate Notes up to but excluding the Effective Date will continue to be LIBOR and the interest payment made on the Effective Date will not be affected by the pricing methodology described herein.

The Margin Adjustment

The Rate of Interest for the Floating Rate Notes effective on the Effective Date will be equal to Compounded Daily SONIA plus:

   A.        the sum of: 
   i.          in respect of the Class A3 Floating Rate Notes, 0.725 per cent., 
   ii.         in respect of the Class B2 Floating Rate Notes, 0.825 per cent. and 
   iii.        in respect of the Class D1(N) Floating Rate Notes, 2.00 per cent.; plus 

B. a credit adjustment spread based on the 3 month term LIBOR fixed spread at 5 March 2021 of 11.93bps (the Credit Adjustment Spread),

(the Adjusted Margin).

The detailed provisions relating to the calculation of Compounded Daily SONIA are set out in the Amendment Documents.

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December 01, 2021 12:57 ET (17:57 GMT)