Results of Noteholder Meeting

Great Hall Mortgages No1 plc

01 June 2023

 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.

GREAT HALL MORTGAGES No. 1 PLC

Series 2007-02

(incorporated with limited liability in England and Wales under number 5950229) (the "Issuer")

NOTICE

to the holders of the

GBP 278,800,000 Class Aa Notes due June 2039 (Common Code: 030835450; ISIN: XS0308354504)

(the "Class Aa Notes")

EUR 30,000,000 Class Ab Notes due June 2039 (Common Code: 030835484; ISIN: XS0308354843)

(the "Class Ab Notes")

USD 600,000,000 Class Ac Notes due June 2039 (Common Code Reg S: 030846214; ISIN Reg S: XS0308462141; Common Code 144A: 30854411; ISIN 144A: US39052PAA75; CUSIP Number: 39052PAA7)

(the "Class Ac Notes")

GBP 75,200,000 Class Ba Notes due June 2039 (Common Code 030835697; ISIN: XS0308356970)

(the "Class Ba Notes")

GBP 9,000,000 Class Ca Notes due June 2039 (Common Code: 030835735; ISIN: XS0308357358)

(the "Class Ca Notes")

EUR 42,100,000 Class Cb Notes due June 2039 (Common Code: 030835573; ISIN: XS0308355733)

(the "Class Cb Notes")

GBP 2,000,000 Class Da Notes due June 2039 (Common Code: 030835778; ISIN: XS0308357788)

(the "Class Da Notes")

EUR 28,000,000 Class Db Notes due June 2039 (Common Code: 030835611; ISIN: XS0308356111)

(the "Class Db Notes")

GBP 7,500,000 Class Ea Notes due June 2039 (Common Code: 030835786; ISIN: XS0308357861)

(the "Class Ea Notes")

and

EUR 10,000,000 Class Eb Notes due June 2039 (Common Code: 030835646; ISIN: XS0308356467)

(the "Class Eb Notes", the Class Aa Notes, the Class Ab Notes, the Class Ac Notes, the Class Ba Notes, the Class Ca Notes, the Class Cb Notes, the Class Da Notes, the Class Db Notes, the Class Ea Notes and the Class Eb Notes together, the "Notes")

On 9 May 2023, the Issuer announced an invitation to the holders of its outstanding Notes to consider and, if thought fit, approve the Noteholder Proposal, being (i) the modification of certain Note Specific Conditions, in order that the Note Interest Rate Benchmark Rate be amended (as more fully set out in Annex A to the Notice to the Noteholders dated 9 May 2023) so that (x) BBA LIBOR USD be replaced with Compounded Daily SOFR as the reference rate for calculating interest with respect to any Notes denominated in USD and (y) the Spread Adjustment be implemented; and (ii) any consequential or related amendments to certain terms of the Series Currency Ac Hedge Agreement (as defined in the Note Issue Supplement), to effect the transition from BBA LIBOR USD to Compounded Daily SOFR as more fully described in the Amendment Deed, by adopting each Extraordinary Resolution, all as further described in the consent solicitation memorandum dated 9 May 2023 (the "Consent Solicitation Memorandum"). Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.

NOTICE IS HEREBY GIVEN to the holders of the Notes (the "Noteholders") that at the Meetings of the holders of the Class Aa Notes, the Class Ab Notes, the Class Ac Notes, the Class Ba Notes, the Class Ca Notes, the Class Cb Notes, the Class Da Notes, the Class Db Notes, the Class Ea Notes and the Class Eb Notes, held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT on 31 May 2023 at 10:00 a.m. (London time), 10:15 a.m. (London time), 10:30 a.m. (London time), 10:45 a.m. (London time), 11:00 a.m. (London time), 11:15 a.m. (London time), 11:30 a.m. (London time), 11:45 a.m. (London time), 12:00 p.m. (London time) and 12:15 p.m. (London time) respectively, access to which for Noteholders that wished to attend virtually or appoint a proxy (other than the Tabulation Agent) was granted only via a Microsoft Teams video conference meeting ID provided by Fieldfisher LLP upon request, (i) the quorum was reached and (ii) each Extraordinary Resolution previously notified to Noteholders in accordance with the terms of the Series Note Trust Deed was duly passed.

The number of votes cast in favour of the Extraordinary Resolution was (i) £276,330,000 (representing 100% of the total number of votes cast at the Meeting) in respect of the Class Aa Notes, (ii) €27,300,000 (representing 100% of the total number of votes cast at the Meeting) in respect of the Class Ab Notes; (iii) $588,790,000 (representing 100% of the total number of votes cast at the adjourned Meeting) in respect of the Class Ac Notes); (iv) £61,640,000 (representing 100% of the total number of votes cast at the Meeting) in respect of the Class Ba Notes; (v) £9,000,000 (representing 100% of the total number of votes cast at the Meeting) in respect of the Class Ca Notes; (vi) € 34,030,000 (representing 100% of the total number of votes cast at the Meeting) in respect of the Class Cb Notes; (vii) £2,000,000 (representing 100% of the total number of votes cast at the Meeting) in respect of the Class Da Notes; (viii) €22,000,000 (representing 100% of the total number of votes cast at the adjourned Meeting) in respect of the Class Db Notes; (ix) £7,500,000 (representing 100% of the total number of votes cast at the adjourned Meeting) in respect of the Class Ea Notes; and €8,000,000 (representing 100% of the total number of votes cast at the Meeting) in respect of the Class Eb Notes.

Effective Date

The Amendment Deed implementing the Noteholder Proposal, for which each of the Extraordinary Resolutions was passed, will be executed by all relevant parties as soon as practicable and will have effect on and from the Interest Payment Date falling on 18 September 2023 (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 BBA LIBOR USD and the interest payment to be made on the Effective Date will not be affected by the pricing methodology described in the Consent Solicitation Memorandum.

Further information can be obtained from the Issuer or the Tabulation Agent directly:

The Issuer

Great Hall Mortgages No. 1 plc
8^th Floor 100 Bishopsgate
London
United Kingdom
EC2N 4AG

Attention:            The Directors

Tel:                     [phone]

Fax:                    [phone]

Email:                 [e-mail]

The Tabulation Agent

i2 Capital Markets
128 City Rd
London
EC1V 2NX
United Kingdom

Attention: The Directors re Great Hall Mortgages 2007-2 plc

Tel:           [phone]

Website:                https://i2capmark.com/event-details/21/Holder/great-hall-mortgages-no.1-plc-series-2007-2

Email:       [e-mail]

This Notice is given by:

GREAT HALL MORTGAGES NO. 1 PLC

Dated 1 June 2023

None of the Issuer, the Tabulation Agent, the Series Note Trustee, the Security Trustee, the Principal Paying Agent, the Series Note Calculation Agent and the Series Note Registrar or any director, officer, employee, agent or affiliate of any such person is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Consent Solicitation or the Extraordinary Resolutions. This announcement must be read in conjunction with the Consent Solicitation Memorandum. No offer to acquire any Notes is being made pursuant to this announcement. If any holder of Notes is in any doubt as to any action it should take in relation to the contents of this announcement, it is recommended to seek its own advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent adviser.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Issuer, the Tabulation Agent, the Series Note Trustee, the Security Trustee, the Principal Paying Agent, the Series Note Calculation Agent and the Series Note Registrar to inform themselves about, and to observe, any such restrictions.

 

END