TIDM40XQ
RNS Number : 7980N
Gracechurch Card Programme Fdg PLC
22 May 2020
NOTICE to noteholders OF the EXERCISE OF THE DISCOUNT
PERCENTAGE
GRACECHURCH CARD PROGRAMME FUNDING PLC
(incorporated in England and Wales, Registered No. 6714746 )
1 Churchill Place
London E14 5HP
(the "Issuing Entity")
22 May 2020
Gracechurch Card Programme Funding plc
GBP1,400,000,000 Series 13-3 Class A Asset-Backed Floating Rate
Notes due 2022
(Reg S ISIN: XS0992306141)
GBP247,059,000 Series 13-3 Class D Asset-Backed Floating Rate
Notes due 2022
(Reg S ISIN: XS0992306224)
GBP1,600,000,000 Series 14-2 Class A Asset-Backed Floating Rate
Notes due 2022
(Reg S ISIN: XS1133034923)
GBP286,793,000 Series 14-2 Class D Asset-Backed Floating Rate
Notes due 2022
(Reg S ISIN: XS1133034253)
GBP1,500,000,000 Series 15-1 Class A Asset-Backed Floating Rate
Notes due 2023
(Reg S ISIN: XS1321880418)
GBP264,706,000 Series 15-1 Class D Asset-Backed Floating Rate
Notes due 2023
(Reg S ISIN: XS1321880509)
GBP1,500,000,000 Series 15-2 Class A Asset-Backed Floating Rate
Notes due 2020
(Reg S ISIN: XS1323450822)
GBP264,706,000 Series 15-2 Class D Asset-Backed Floating Rate
Notes due 2020
(Reg S ISIN: XS1323451127)
$650,000,000 Series 18-1 Class A Asset-Backed Floating Rate
Notes due 2020
(Rule 144A ISIN: US38406EAG44; Reg S ISIN: XS1856940892)
GBP87,100,000 Series 18-1 Class D Asset-Backed Floating Rate
Notes due 2020
(Reg S ISIN: XS1856941197)
(each a "Series of Notes" and together the "Notes)
Pursuant to Condition 16 (Notices) of the Conditions, we hereby
give you notice of the exercise by the Transferor of the Discount
Percentage in relation to certain Principal Receivables forming
part of the Gracechurch Receivables Trust, such that a percentage
equal to the Discount Percentage of those Principal Receivables
will be characterised as Finance Charge Receivables.
Capitalised terms used but not otherwise defined herein shall
have the meaning given to them in the Master Definitions Schedule
dated 23 November 1999 as most recently amended and restated on 3
December 2019 and the base prospectus dated 22 June 2018 in respect
of Series 18-1 (the "2018 Base Prospectus").
Exercise of the Discount Percentage in respect of certain
Principal Receivables
Pursuant to the terms of Clause 8 (Discount Percentage, Special
Fees, Annual Fees and Acquired Interchange) of the RSA, upon
certain conditions being met, the Transferor is entitled to
nominate a Discount Percentage to apply to Principal Receivables
from a date, in an amount and for a duration nominated by the
Transferor, as specified in a notice to the Receivables Trustee,
the Servicer and the Rating Agencies. The Transferor has delivered
such a notice to the Receivables Trustee, the Servicer and the
Rating Agencies.
The details of the Discount Percentage specified by the
Transferor are as follows:
-- Discount Commencement Date: 15 June 2020
-- Discount Period: until further notice from the Transferor
-- Discount Percentage: 5 per cent.
The FCA confirmed on 9 April 2020 that credit card customers who
are impacted financially by Covid-19 can apply for a payment
deferral for up to three months. In response to this, the
Transferor has decided to exercise the Discount Percentage to
increase the amount of Finance Charge Recievables assigned to the
Recievables Trustee.
Additionally, the Issuer notes that the Controlled Accumulation
Period for the Notes issued pursuant to Series 18-1 was completed
on 15 May 2020 such that the Series 18-1 Investor Interest is now
zero and the Series 18-1 Notes are fully cash collateralised in the
Principal Funding Account. As a result, Series 18-1 will not be
impacted by the nomination of the Discount Percentage by the
Transferor.
Consequence of the Discount Percentage on Receivables
The Discount Percentage shall apply to Principal Receivables if
the Date of Processing for such Principal Receivables occurs during
the Discount Period (which commences on and from 15 June 2020). The
amount of Receivables assigned to the Receivables Trustee which
reflects the Discount Percentage of such Principal Receivables
shall be Discount Option Receivables and as a result shall be
treated as Finance Charge Receivables rather than Principal
Receivables.
The Discount Percentage shall also apply to Principal
Collections received in relation to Principal Receivables assigned
to the Receivables Trustee during the Discount Period in an amount
up to or equal to the Outstanding Face Amount of the Principal
Receivables assigned at the Discount Percentage. The amount of
Collections which reflects the Discount Percentage of such
Principal Collections will constitute Discount Option Receivables
Collections and shall be treated as Finance Charge Collections
rather than Principal Collections.
Conditions to the nomination of the Discount Percentage
Pursuant to Clause 8 (Discount Percentage, Special Fees, Annual
Fees and Acquired Interchange) of the RSA, no nomination by the
Transferor of the Discount Percentage shall be effective
unless:
-- each Rating Agency has confirmed in writing that such
proposed nomination or increase in length of the relevant period
will not result in a downgrade or withdrawal of its then current
rating of any outstanding Related Debt;
-- the Transferor has provided the Receivables Trustee with a
certificate signed by an authorised officer of the Transferor
confirming that:
(a) the performance of the portfolio of Designated Accounts is
such that in the reasonable opinion of the Transferor the yield of
Finance Charge Collections is not generating adequate cashflows for
the Beneficiaries of the Receivables Trust and the size of the
Discount Percentage is not intended solely to accelerate
distributions to the Excess Interest Beneficiary; and
(b) the Transferor is able to pay its debts within the meaning
of section 123 of the Insolvency Act 1986 and will not become
unable to pay its debts within the meaning of that section in
consequence of such Discount Percentage coming into effect, as at
the date on which the Discount Percentage or additional period is
to take effect.
The Receivables Trustee has confirmed that such conditions have
been met.
For further information, please contact:
Gracechurch Card Programme Funding plc
c/o Intertrust Management Limited
1 Bartholomew Lane
London EC2N 2AX
Tel: +44 (0)207 398 6300
Fax: +44 (0)207 398 6325
Attention: The Directors
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of this information may apply. For further information, please
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END
STRGZGZKDZRGGZM
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