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Gracechurch Cd Prog (40XQ)

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Friday 22 May, 2020

Gracechurch Cd Prog

Statement re the exercise of discount percentage

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

£1,400,000,000 Series 13-3 Class A Asset-Backed Floating Rate Notes due 2022

(Reg S ISIN: XS0992306141)

£247,059,000 Series 13-3 Class D Asset-Backed Floating Rate Notes due 2022

(Reg S ISIN: XS0992306224)

£1,600,000,000 Series 14-2 Class A Asset-Backed Floating Rate Notes due 2022

(Reg S ISIN: XS1133034923)

£286,793,000 Series 14-2 Class D Asset-Backed Floating Rate Notes due 2022

(Reg S ISIN: XS1133034253)

£1,500,000,000 Series 15-1 Class A Asset-Backed Floating Rate Notes due 2023

(Reg S ISIN: XS1321880418)

£264,706,000 Series 15-1 Class D Asset-Backed Floating Rate Notes due 2023

(Reg S ISIN: XS1321880509)

£1,500,000,000 Series 15-2 Class A Asset-Backed Floating Rate Notes due 2020

(Reg S ISIN: XS1323450822)

£264,706,000 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)

£87,100,000 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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