TIDM60FV
THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU)
596/2014
Income Contingent Student Loans 2 (2007-2009) PLC
(Registered Number: 11493196)
10(th) Floor, 5 Churchill Place
London, United Kingdom, E14 5HU
(the "Issuer")
NOTICE OF BASE RATE MODIFICATION
to the holders of the following notes of the Issuer presently
outstanding
GBP545,916,307.67 Class A1 Asset-Backed Floating Rate Notes due
2058 (ISIN: XS1915118910), GBP677,576,900.00 Class A2 Asset-Backed
Fixed Rate Notes due 2058 (ISIN: XS1915119132), GBP184,304,000.00
Class B Notes due 2058 (ISIN: XS1915119215), GBP1,791,439,000 Class
X Notes due 2058 and GBP168,382,873.51 Retention Note due 2058
(the "Noteholders" and the "Notes", respectively)
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.
NOTICE IS HEREBY GIVEN by the Issuer to the Noteholders in
accordance with Condition 16 (Notices to Noteholders) that the
Issuer intends to amend the base rate component of the Interest
Rate applicable to the Class A1 Notes and the portion of the
Retention Note comprising the Retention Tranche A1 on or around 6
May 2021, by amending the documents specified in this notice in
order to effect the Proposed Amendments (as defined below).
1. We refer to the note trust deed dated 11 December 2018 between the Issuer
and Citicorp Trustee Company Limited as note trustee (as amended,
supplemented and restated from time to time, the "Note Trust Deed"),
including the terms and conditions of the Notes set out at Schedule 6
thereto (the "Conditions"), pursuant to which the Notes were constituted
on the terms and subject to the conditions contained therein.
2. Subject as otherwise provided in this notice and unless there is anything
in the subject or context inconsistent therewith, all words and
expressions defined in the Note Trust Deed shall have the same meanings
in this notice.
3. Pursuant to Clause 9.2(g) of the Note Trust Deed and Condition 14.3(g)
(Additional modification rights), the Note Trustee is obliged, without
the consent or sanction of the Noteholders or any other Secured Creditor,
to concur with the Issuer in making any modifications to the Notes, the
Deed of Charge, the Note Trust Deed or any other Transaction Documents as
are necessary or advisable in the reasonable judgement of the Issuer in
order to enable the Issuer to amend the Applicable Base Rate to an
Alternative Base Rate provided that (i) such modification is undertaken
due to the circumstances set out in Clause 9.3(a) of the Note Trust Deed
and Condition 14.4(a), (ii) the Alternative Base Rate is a rate that
satisfies the requirements of Clause 9.3(b) of the Note Trust Deed and
Condition 14.4(b) and (iii) the other procedural formalities of Clauses
9.3 and 9.4 of the Note Trust Deed and Condition 14.4 (Base Rate
Modification Certificate) and 14.5 (Modification Conditions) have been
met.
4. The Issuer proposes to amend the Conditions (by supplementing the Note
Trust Deed) and the Master Definitions and Construction Agreement (the
Note Trust Deed and the Master Definitions and Construction Agreement
being the "Amended Documents") as described below to:
1. remove references to "LIBOR";
2. change the Applicable Base Rate to refer to a "SONIA" based rate;
and
3. change the interest rate calculation provisions in relation to the
Applicable Base Rate to refer to a "SONIA" based rate; and
4. change the margin payable on the Class A1 Notes and the portion of
the Retention Note comprising the Retention Tranche A1 in order to,
so far as reasonably and commercially practicable, preserve what
would have been the expected Interest Rate applicable to the Class
A1 Notes and the portion of the Retention Note comprising the
Retention Tranche A1 had no Base Rate Modification been effected,
(such amendments together the "Proposed Base Rate
Modification").
The Amended Documents can be viewed at the following link
https://www.sf.citidirect.com, and the changes set out therein
being the "Proposed Amendments".
1. The Proposed Base Rate Modification is being undertaken due to:
1. a public statement by the Financial Conduct Authority of the UK
(the "FCA") as supervisor of the administrator of LIBOR (which is
the Applicable Base Rate) that LIBOR will be permanently or
indefinitely discontinued with effect from a date no later than
six months after the proposed effective date of such Base Rate
Modification;
2. a public statement by the FCA as supervisor of the administrator
of LIBOR (which is the Applicable Base Rate) that means LIBOR will
be prohibited from being used and that its usage is subject to
restrictions or adverse consequences with effect from a date no
later than six months after the proposed effective date of such
Base Rate Modification; and
3. a Base Rate Modification is being proposed pursuant to Clause
9.2(g) of the Note Trust Deed and Condition 14.3(g),
where the proposed effective date is 25 July 2022 (being the
first Distribution Date falling after the occurrence of the events
set out in paragraph (a), (b) and/or (c) above).
1. In connection with the Proposed Base Rate Modification, an adjustment to
the margin payable on the Class A1 Notes and the portion of the Retention
Note comprising the Retention Tranche A1 will be made. The proposed
method of calculation and intended date of calculation is set out in
Appendix 1 (Note Rate Maintenance Adjustment) hereto. This adjustment is
necessary, in the opinion of the Issuer, in order to, so far as
reasonably and commercially practicable, preserve what would have been
the expected Interest Rate applicable to the Class A1 Notes and the
portion of the Retention Note comprising Tranche A1 had no Base Rate
Modification been effected.
2. Pursuant to Clause 9.4(f)(iii) of the Note Trust Deed and Condition
14.5(f)(iii) (Modification Conditions) the Note Trustee is required to
concur with the Issuer in making the Proposed Base Rate Modification if:
1. the Issuer has certified in writing to the Note Trustee that it
has not been notified that Noteholders representing at least 10
per cent. of the aggregate Note Principal Amount of either the
Class A1 Notes or the Class A2 Notes then Outstanding do not
consent to the Proposed Base Rate Modification within 40 calendar
days of the date of this notice; and
2. all other conditions set out in Condition 14.4 (Base Rate
Modification Certificate) and 14.5 (Modification Conditions) have
been satisfied.
3. Copies of the Note Trust Deed, drafts of the Amended Documents and
related documents may be inspected in electronic or physical form during
usual business hours at the registered office of the Issuer or the
Principal Paying Agent. Capitalised terms used but not otherwise defined
herein shall have the meanings given to them in the documents specified
in this notice, as applicable.
4. Pursuant to Clause 9.4(e) of the Note Trust Deed and Condition 14.5(e),
the Issuer has provided each of the Rating Agencies with at least 10
Business Days prior notice of the Proposed Base Rate Modification in
writing.
5. Noteholders holding Class A1 Notes or Class A2 Notes as at 6 April 2021
(the "Base Rate Modification Record Date") who wish to notify the Issuer
that they object to the Proposed Amendments must do so by 4 p.m. (London
time) on 26 April 2021 (the "Deadline"). No physical meetings of
Noteholders will be held.
6. NO ACTION IS REQUIRED TO BE TAKEN BY ANY NOTEHOLDER WHO DOES NOT WISH TO
OBJECT TO THE PROPOSED BASE RATE MODIFICATION.
7. Each Noteholder holding Class A1 Notes or Class A2 Notes that wishes to
vote to object to the Proposed Amendments must ensure that it gives
electronic voting instructions to the relevant clearing system (in
accordance with that clearing system's procedures):
1. TO REJECT the Proposed Amendments; and
2. specifying the full name of the direct participant submitting the
voting instruction and the account number(s) for the party making
the voting submission(s),
such that the Tabulation Agent will receive that Noteholder's
voting instructions on or before the Deadline.
1. Any beneficial owner of Class A1 Notes or Class A2 Notes who is not a
direct participant in the clearing systems must contact its broker,
dealer, bank, custodian, trust company or other nominee to arrange for
the accountholder in Euroclear or Clearstream as the case may be, through
which it holds Class A1 Notes or Class A2 Notes to deliver an electronic
voting instruction in accordance with the requirements of the relevant
clearing system.
2. By providing instructions as described above, each beneficial owner of
the Notes authorises the clearing systems at which their account is
maintained to disclose to the Tabulation Agent, the Principal Paying
Agent, the Note Trustee and the Issuer, confirmation that they are the
beneficial owner of such Class A1 Notes or Class A2 Notes and the Note
Principal Amount of such Class A1 Notes or Class A2 Notes.
3. If "No" votes are received from Noteholders equal to at least 10 per
cent. of the aggregate Note Principal Amount of either the Class A1 Notes
or the Class A2 Notes then Outstanding by the Deadline, the Issuer will
not be entitled to enter into the Proposed Amendments unless an
Extraordinary Resolution of the Noteholders of the Senior Class then
Outstanding is subsequently passed approving the Proposed Amendments.
Following expiry of the Deadline, the Tabulation Agent will calculate the
number of objection instructions received and notify each of the Issuer,
the Note Trustee and the Security Trustee. If the 10 per cent. threshold
is not reached, the Issuer, the Note Trustee, the Security Trustee and
the other parties to the Amended Documents will, provided all other
necessary conditions have been satisfied in accordance with the
Transaction Documents and the Conditions, enter into the Amended
Documents on or around 6 May 2021 and Noteholders will be bound by such
Proposed Amendments. Votes delivered in favour of the Proposed
Amendments. Votes submitted by Noteholders holding Notes other than the
Class A1 Notes and Class A2 Notes and votes submitted by Noteholders who
were not Noteholders as at the Base Rate Modification Record Date will
not be counted.
4. Additional notifications will be made to Noteholders in accordance with
Condition 16 (Notices to Noteholders) as soon as reasonably practicable
following the Deadline, notifying Noteholders of the voting results.
5. Noteholders with queries concerning the content of this Notice are kindly
requested to contact the Issuer, the Secretary of State for Education in
its capacity as the Master Servicer, HSBC Bank plc in its capacity as the
solicitation agent (the "Solicitation Agent") or Lucid Issuer Services
Limited as tabulation agent (the "Tabulation Agent") using the details
set out below.
Contact Details:
Issuer: Income Contingent Student Loans 2 (2007-2009) PLC
10th Floor, 5 Churchill Place
London, United Kingdom
E14 5HU
Facsimile: +44 (0)207 513 2388
Email: ICSL2-UK@cscgfm.com
Attention: the Directors
Master Servicer: The Secretary of State for Education Sanctuary
Buildings 20 Great Smith Street London SW1P 3BT Email:
Master.Servicer@education.gov.uk Attention: Sinead
O'Sullivan, Susan Acland-Hood, Ailsa Harris
Solicitation Agent: HSBC Bank plc
8 Canada Square
London
E14 5HQ
Tel: +44 (0)20 79926237
Email: LM_EMEA@hsbc.com
Attention: Liability Management Group
Tabulation Agent: Lucid Issuer Services Limited
Tankerton Works
12 Argyle Street
London
WC1H 8HA
Tel: +44 (0) 20 7704 0880
Email: icsl@lucid-is.com
Attention: Owen Morris / David Shilson
This Notice is given by
Income Contingent Student Loans 2 (2007-2009) PLC
as Issuer
Dated 26 March 2021
Appendix 1
Note Rate Maintenance Adjustment
The Proposal
Conversion of the base rate component of the Interest Rate
applicable to the Class A1 Asset-Backed Floating Rate Notes due
2058 (XS1915118910) and the portion of the Retention Note
comprising the Retention Tranche A1 issued by Income Contingent
Student Loans 2 (2007-2009) PLC (together, the "Notes") from LIBOR
to SONIA, with a consequential adjustment to the current margin
applicable to the Interest Rate payable on the Class A1 Notes and
the portion of the Retention Note comprising Retention Tranche
1.
Rationale for the Proposal
The margin applicable to the Interest Rate in relation to the
Class A1 Notes and the portion of the Retention Note comprising
Retention Tranche 1 on conversion of the base rate component of the
Interest Rate applicable to the Class A1 Notes and the portion of
the Retention Note comprising Retention Tranche A1 from LIBOR to
SONIA be amended to a margin which is equal to (a) the margin
originally applicable to the Class A1 Notes and the portion of the
Retention Note comprising Retention Tranche A1 plus (b) the Rate
Adjustment (as such term is defined below).
The Issuer, the Note Trustee, the Security Trustee and the other
parties to the Amended Documents will enter into the Amended
Documents on or around 6 May 2021 and Noteholders will be bound by
such Proposed Amendments. The Distribution Date on which the change
in reference rate from LIBOR to SONIA is proposed to occur will be
the Distribution Date falling in July 2022, being 25 July 2022 (the
"Effective Date").
For the avoidance of doubt, the reference rate applicable to the
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 Interest Rate applicable to the Class A1 Notes and the
portion of the Retention Note comprising Retention Tranche A1 will,
with effect from the Effective Date, be an amount equal to the
Compounded Daily SONIA plus:
A. 1.00 per cent.; plus
B. the Rate Adjustment,
(the "Adjusted Class A1 Margin").
Where "Rate Adjustment" means 0.4644%, being the Spread
Adjustment (as defined in Supplement number 70 to the 2006 ISDA
Definitions (the "ISDA IBORs Fallback Supplement")) for 12 month
Sterling LIBOR, as specified on Bloomberg screen "SBP0012M Index",
or any successor page, as calculated by Bloomberg Index Services
Limited (or a successor provider as approved and/or appointed by
ISDA from time to time) in relation to 12 month Sterling LIBOR.
The method of calculation specified for the purposes of
calculating the Adjusted Class A1 Margin above accords with the
methodology for such adjustments contained in the ISDA IBORs
Fallback Supplement found at
http://assets.isda.org/media/3062e7b4/23aa1658-pdf/.
The detailed provisions relating to the calculation of
Compounded Daily SONIA are set out in the Amended Documents.
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE
REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW).
IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS
NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.
If you are in any doubt as to the action you should take, you
are recommended to seek your own financial advice immediately from
your stockbroker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and
Markets Act 2000 (if you are in the United Kingdom), or from
another appropriately authorised independent financial adviser and
such other professional advice from your own professional advisors
as you deem necessary.
This Notice is addressed only to holders of the Notes (as
defined below) and persons to whom it may otherwise be lawful to
distribute it ("relevant persons"). It is directed only at relevant
persons and must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which this Notice relates is available only to relevant persons and
will be engaged in only with relevant persons.
If you have recently sold or otherwise transferred your entire
holding(s) of Notes referred to below, you should immediately
forward this document to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer
was effected for transmission to the purchaser or transferee.
THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT
BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR
A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY
SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY
JURISDICTION.
In accordance with normal practice, none of the Issuer, the
Solicitation Agent, the Note Trustee, the Security Trustee, the
Agents or their affiliates (or their respective directors,
employees, officers, consultants or agents) expresses any view or
opinion whatsoever as to the Proposed Base Rate Modification, the
Proposed Amendments, the Amended Documents (each as defined below)
or the information set out in this Notice; and none of the
Solicitation Agent, the Note Trustee nor the Security Trustee makes
any representation or recommendation whatsoever as to any action to
be taken or not taken by Noteholders in relation to the Proposed
Base Rate Modification, the Proposed Amendments, the Amended
Documents or this Notice, or any document prepared in connection
with any of them. Accordingly, the Issuer, the Solicitation Agent,
the Note Trustee and the Security Trustee urge Noteholders who are
in doubt as to the impact of the implementation of the Proposed
Base Rate Modification, the Proposed Amendments, the Amended
Documents or this Notice or any document prepared in connection
with any of them (including any tax or other consequences), to seek
their own independent financial, tax and legal advice. Each of the
Issuer, the Note Trustee, the Security Trustee and the Solicitation
Agent has not made, nor will they make, any assessment of the
merits of the Proposed Base Rate Modification, the Proposed
Amendments, the Amended Documents or this Notice or of the impact
of the Proposed Base Rate Modification, the Proposed Amendments,
the Amended Documents or this Notice on the interests of the
Noteholders either as a class or as individuals.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20210326005317/en/
CONTACT:
Income Contingent Student Loans 2 (2007-2009) PLC
SOURCE: Income Contingent Student Loans 2 (2007-2009) PLC
Copyright Business Wire 2021
(END) Dow Jones Newswires
March 26, 2021 10:40 ET (14:40 GMT)
Inc.contin.a1 (LSE:60FV)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
Inc.contin.a1 (LSE:60FV)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025
