Kensington Mortgage Securities plc Notice to Noteholders

Date : 14/02/2020 @ 14:20
Source : UK Regulatory (RNS & others)

Kensington Mortgage Securities plc Notice to Noteholders

TIDMIRSH

RNS Number : 1021D

Kensington Mortgage Securities plc

14 February 2020

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENT FINANCIAL OR LEGAL ADVISER.

NOTICE TO THE HOLDERS OF THE

GBP25,000,000 Class A1a Mortgage Backed Floating Rate Notes due 2022

with Ordinary A1a Coupons

(ISIN (Reg S): XS0292637872; Common Code (Reg S): 029263787)

(ISIN (Rule 144A): US490123AA45; CUSIP (Rule 144A): 490123AA4;

Common Code (Rule 144A): 029305030)

and Detachable A1a Coupons

(ISIN: XS0292640660; Common Code: 029264066)

(ISIN (Rule 144A): US490123AH97; CUSIP (Rule 144A): 490123AH9;

Common Code (Rule 144A): 029305943)

(the "Class A1a Notes")

EUR109,500,000 Class A1b Mortgage Backed Floating Rate Notes due 2022

with Ordinary A1b Coupons

(ISIN (Reg S): XS0292650545; Common Code (Reg S): 029265054)

(ISIN (Rule 144A): US490123AB28; CUSIP (Rule 144A): 490123AB2;

Common Code (Rule 144A): 029305099)

and Detachable A1b Coupons

(ISIN: XS0292651600; Common Code: 029265160)

(ISIN (Rule 144A): US490123AJ53; CUSIP (Rule 144A): 490123AJ5;

Common Code (Rule 144A): 029305986)

(the "Class A1b Notes")

U.S.$270,000,000 Class A1c Mortgage Backed Floating Rate Notes due 2022

with Ordinary A1c Coupons

(ISIN (Reg S): XS0292652590; Common Code (Reg S): 029265259)

(ISIN (Rule 144A): US490123AC01; CUSIP (Rule 144A): 490123AC0;

Common Code (Rule 144A): 029305234)

and Detachable A1c Coupons

(ISIN: XS0292658913; Common Code: 029265891)

(ISIN (Rule 144A): US490123AK27; CUSIP (Rule 144A): 490123AK2;

Common Code (Rule 144A): 029306079)

(the "Class A1c Notes")

GBP104,000,000 Class A2 Mortgage Backed Floating Rate Notes due 2040

with Ordinary A2 Coupons

(ISIN (Reg S): XS0292638334; Common Code (Reg S): 029263833)

(ISIN (Rule 144A): US490123AD83; CUSIP (Rule 144A): 490123AD8;

Common Code (Rule 144A): 029305315)

and Detachable A2 Coupons

(ISIN: XS0292642369; Common Code: 029264236)

(ISIN (Rule 144A): US490123AL00; CUSIP (Rule 144A): 490123AL0;

Common Code (Rule 144A): 029306168)

(the "Class A2 Notes")

GBP50,000,000 Class A3a Mortgage Backed Floating Rate Notes due 2040

with Ordinary A3a Coupons

(ISIN (Reg S): XS0292638920; Common Code (Reg S): 029263892)

(ISIN (Rule 144A): US490 123AE66; CUSIP (Rule 144A): 490123AE6;

Common Code (Rule 144A): 029305374)

and Detachable A3a Coupons

(ISIN: XS0292644142; Common Code: 029264414)

(ISIN (Rule 144A): US490123AM82; CUSIP (Rule 144A): 490123AM8;

Common Code (Rule 144A): 029306176)

(the "Class A3a Notes")

EUR270,600,000 Class A3b Mortgage Backed Floating Rate Notes due 2040

with Ordinary A3b Coupons

(ISIN (Reg S): XS0292650974; Common Code (Reg S): 029265097)

(ISIN (Rule 144A): US490123AF32; CUSIP (Rule 144A): 490123AF3;

Common Code (Rule 144A): 029305447)

and Detachable A3b Coupons

(ISIN: XS029265 1949; Common Code: 029265 194)

(ISIN (Rule 144A): US490123AN65; CUSIP (Rule 144A): 490123AN6;

Common Code (Rule 144A): 029306281)

(the "Class A3b Notes")

U.S.$195,000,000 Class A3c Mortgage Backed Floating Rate Notes due 2040

with Ordinary A3c Coupons

(ISIN (Reg S): XS0292652756; Common Code (Reg S): 029265275)

(ISIN (Rule 144A): US490123AG15; CUSIP (Rule 144A): 490123AG1;

Common Code (Rule 144A): 029305463)

and Detachable A3c Coupons

(ISIN: XS0292653051; Common Code: 029265305)

(ISIN (Rule 144A): US490123AP14; CUSIP (Rule 144A): 490123AP1;

Common Code (Rule 144A): 029306290)

(the "Class A3c Notes")

GBP20,000,000 Class M1a Mortgage Backed Floating Rate Notes due 2040

(ISIN (Reg S): XS0292639225; Common Code (Reg S): 029263922)

(ISIN (Rule 144A): US490123AQ96; CUSIP (Rule 144A): 4901 23AQ9;

Common Code (Rule 144A): 029305498)

(the "Class M1a Notes")

EUR41,000,000 Class M1b Mortgage Backed Floating Rate Notes due 2040

(ISIN (Reg S): XS0292651196; Common Code (Reg S): 029265119)

(ISIN (Rule 144A): US490123AR79; CUSIP (Rule 144A): 490123AR7;

Common Code (Rule 144A): 029305684)

(the "Class M1b Notes")

EUR47,000,000 Class M2b Mortgage Backed Floating Rate Notes due 2040

(ISIN (Reg S): XS0292639654; Common Code (Reg S): 029263965)

(ISIN (Rule 144A): US490123AS52; CUSIP (Rule 144A): 490123AS5;

Common Code (Rule 144A): 029305757)

(the "Class M2b Notes")

GBP8,500,000 Class B1a Mortgage Backed Floating Rate Notes due 2040

(ISIN (Reg S): XS0292639902; Common Code (Reg S): 029263990)

(ISIN (Rule 144A): US490123AU09; CUSIP (Rule 144A): 490123AU0;

Common Code (Rule 144A): 029305781)

(the "Class B1a Notes")

EUR24,000,000 Class B1b Mortgage Backed Floating Rate Notes due 2040

(ISIN (Reg S): XS0292651436; Common Code (Reg S): 029265143)

(ISIN (Rule 144A): US490123AV81; CUSIP (Rule 144A): 490123AV8;

Common Code (Rule 144A): 029305790)

(the "Class B1b Notes")

GBP15,200,000 Class B2 Mortgage Backed Floating Rate Notes due 2040

(ISIN (Reg S): XS0292640157; Common Code (Reg S): 029264015)

(ISIN (Rule 144A): US490123AW64; CUSIP (Rule 144A): 490123AW6;

Common Code (Rule 144A): 029305811)

(the "Class B2 Notes")

GBP13,600,000 Class C Mortgage Backed Floating Rate Notes due 2040

(ISIN (Reg S): XS0292640405; Common Code (Reg S): 029264040)

(ISIN (Rule 144A): US490123AY21; CUSIP (Rule 144A): 490123AY2;

Common Code (Rule 144A): 029305854)

(the "Class C Notes")

issued by

Kensington Mortgage Securities plc

Series 2007-1 Mortgage Backed Floating Rate Notes

(the "Issuer" or the "Transaction")

on 28 March 2007

The Class A1a Notes, Class A1b Notes, Class A1c Notes, Class A2 Notes, the Class A3a Notes, the Class A3b Notes, the Class A3c Notes, the Class M1a Notes, the Class M1b Notes, the Class M2b Notes, the Class B1a Notes, the Class B1b Notes, the Class B2 Notes and the Class C Notes are together referred to as the "Notes".

Capitalised terms used but not otherwise defined in this notice shall have the meanings set out in the Series 2007-1 master definitions agreement (the "Series 2007-1 Master Definitions Agreement"), the Series 2007-1 bank account agreement (the "Series 2007-1 Bank Account Agreement"), the Series 2007-1 special servicer agreement (the "Series 2007-1 Special Servicer Agreement") and the Series 2007-1 cash/bond administration agreement (the "Series 2007-1 Cash/Bond Administration Agreement"), each dated 28 March 2007, as amended on 27 February 2013 and 10 November 2017, and the Series 2007-1 GIC agreement (the "Series 2007-1 GIC Agreement") dated 28 March 2007 as amended on 27 February 2013.

The Series 2007-1 Note Trustee has not prepared the information contained in this notice and makes no representation as to the accuracy or completeness of the information herein and cannot accept any liability for any loss caused by any inaccuracy therein. The Series 2007-1 Note Trustee makes no recommendations and gives no legal or investment advice herein or as to the Notes generally. Noteholders should take and rely on their own independent legal and financial advice, and may not rely on advice or information provided to the Series 2007-1 Note Trustee.

On 9 June 2015, the short-term unsecured debt rating of Barclays Bank PLC ("Barclays") was downgraded by S&P from "A-1" to "A-2" (the "S&P Downgrade"). Consequently, at the time, Barclays no longer had the relevant requisite ratings set out in the Series 2007-1 Bank Account Agreement, the Series 2007-1 Special Servicer Agreement or the Series 2007-1 Cash/Bond Administration Agreement for the role of Series 2007-1 Account Bank or in the Series 2007-1 GIC Agreement for the role of Series GIC Provider (together, the "Relevant Documents").

The Issuer is required to take certain remedial action (the "Remedial Action") following the S&P Downgrade, as set out in the Relevant Documents.

Further to the market review conducted by Kensington Mortgages Company Limited ("KMC"), now part of the Northview Group, in its capacity as Series 2007-1 Cash/Bond Administrator and Series 2007-1 Special Servicer for the Transaction, and as part of a wider account bank restructuring project undertaken by the Northview Group in respect to all of its securitisations that have been affected by the S&P Downgrade, KMC confirmed to the Issuer that HSBC Bank plc ("HSBC") was able to take on the role of Account Bank for the Series 2007-1 Bank Accounts from Barclays as it is a suitably rated entity and has a short term rating of F1+ from Fitch and a short term rating of A-1+ from S&P and P-1 from Moody's.

In order to implement the Remedial Action and the related transfer of the Series 2007-1 Bank Accounts from Barclays to HSBC, the relevant parties to the Transaction agreed to enter into the following restructuring documents (the "Restructuring Documents"):

1. a deed of amendment, release and termination relating to the Series 2007-1 Bank Account Agreement, the Series 2007-1 Master Definitions Agreement, the Series 2007-1 Conditions, the Series 2007-1 Cash/Bond Administration Agreement, the Series 2007-1 Special Servicing Agreement and the Series 2007-1 GIC Agreement for the purpose of:

(a) terminating the Series 2007-1 GIC Agreement on the basis that the terms of the Series 2007-1 GIC Account will be set out in the Series 2007-1 Bank Account Agreement (as defined below);

(b) establishing a new Series 2007-1 Liquidity Facility Account to receive Standby Drawings in the event that the Issuer is required to draw down the Series 2007-1 Liquidity Facility Agreement in the future;

(c) amending and restating the Series 2007-1 Bank Account Agreement so as to remove the provisions relating to the Series 2007-1 Bank Accounts and references to Barclays as the Series 2007-1 Account Bank for the Series 2007-1 Bank Accounts so that, going forward, the Series 2007-1 Bank Account Agreement shall only relate to the Series 2007-1 Originator Operational Account and Barclays in its continuing role as the Series 2007-1 Originator Operational Account Bank; and

(d) amending certain definitions in the Series 2007-1 Master Definitions Agreement relating to the Series 2007-1 Account Bank, the Series 2007-1 GIC Provider and any related accounts to reflect the appointment of HSBC as the new Series 2007-1 Account Bank for the Series 2007-1 Bank Accounts and to Barclays as Series 2007-1 Originator Operational Account Bank (and certain clarifying confirmations in respect to the Priority of Payments in the Deed); and

(e) amending the rating triggers set out in the Series 2007-1 Bank Account Agreement, the Series 2007-1 Cash/Bond Administration Agreement and the Series 2007-1 Special Servicing Agreement so that they are in line with the current published rating criteria of the Rating Agencies; these amendments are being undertaken so that the documents set out correctly the requisite ratings that the Series 2007-1 Account Bank for the Series 2007-1 Bank Accounts and the Series 2007-1 Originator Operational Account is required to have for the current ratings of the outstanding Notes not to be adversely affected by the rating of such Series 2007-1 Account Bank, in accordance with the S&P Counterparty Criteria, the Moody's Counterparty Criteria and the Fitch Counterparty Criteria;

2. a new account bank agreement (the "Series 2007-1 Bank Agreement") for the purpose of appointing HSBC as the replacement Series 2007-1 Account Bank for the Series 2007-1 Bank Accounts;

3. an accession undertaking for Barclays in its capacity as Series 2007-1 Originator Operational Account Bank and HSBC in its capacity as the Series 2007-1 Account Bank for the purpose of Barclays and HSBC acceding as a party to the Series 2007-1 Intercreditor Deed; and

4. a supplemental security deed between the Issuer in favour of the Security Trustee in relation to the Series 2007-1 Bank Accounts to be opened at HSBC.

S&P provided a rating confirmation to the Issuer confirming that the entry into the Restructuring Documents and Remedial Action would not in and of themselves result in a downgrade or withdrawal or qualification of the ratings assigned by S&P to the Notes.

Moody's published an announcement on its website confirming that the entry into the Restructuring Documents and Remedial Action would not, in and of themselves, result in a reduction or withdrawal of the current Moody's ratings of the Notes.

Fitch confirmed to the Issuer that as the proposed changes described in the Restructuring Documents and the related Remedial Action were in line with their current requirements towards counterparties in structured finance transactions, they would not issue a rating confirmation, as the position that they would not in and of themselves have a negative impact on Fitch's current ratings assigned to the Notes would, in their view, already be clear.

The Issuer confirms that the Restructuring Documents were entered into and the Remedial Action was completed on 31 January 2020.

Issuer

Kensington Mortgage Securities plc

125 Wood Street

London

United Kingdom

EC2V 7AN

   Fax:       +44 (0) 20 33648666 
   Email:    spvservices@apexfs.com 
   Att:        The Directors 

This notice is given by the Issuer.

Dated 14 February 2020

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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

ISEUSASRRBUUAAR

(END) Dow Jones Newswires

February 14, 2020 09:20 ET (14:20 GMT)

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