Statement re Mortgage Pool Option and Redemption

Tower Bridge Funding 2021-2 PLC

30 July 2025

 

NOTICE OF EXERCISE OF THE MORTGAGE POOL OPTION AND MANDATORY REDEMPTION IN FULL OF THE NOTES

Tower Bridge Funding 2021-2 PLC

(Registered in England and Wales under number 13381504)

(the "Issuer")

Class Z1 Notes due November 2063 (ISIN XS2360877356)

Class Z2 Notes due November 2063 (ISIN XS2360877430)
(the "Notes")

The Master Definitions Schedule, dated 9 July 2021 and signed for the purpose of identification by Cadwalader, Wickersham & Taft LLP and Allen Overy Shearman Sterling LLP (formerly called Allen & Overy LLP) in connection with the Notes (as the same may have been amended, varied or supplemented from time to time, the "Master Definitions Schedule") is expressly and specifically incorporated into this notice and, accordingly, the expressions defined in the Master Definitions Schedule shall, except where the context otherwise requires and save where otherwise defined in this notice, have the same meanings in this notice and this notice shall be construed in accordance with the interpretation provisions set out in Clause 2 (Interpretation) of the Master Definitions Schedule.

IRREVOCABLE NOTICE IS HEREBY GIVEN by the Issuer to each Noteholder in accordance with Note Condition 13 (Notice to Noteholders) that:

(a) this notice is supplemental to, and does not change, the notice entitled "Optional Redemption Notice to Noteholders" given by the Issuer on 25 July 2025 in relation to the Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class X Notes but, through an oversight did not include the above Notes;

(b) Vida Bank Limited, as the Mortgage Pool Option Holder, has exercised the Mortgage Pool Option pursuant to the Deed Poll and has agreed to acquire the Mortgage Pool Option Loans from the Issuer on the Interest Payment Date falling in August 2025, such date being 20 August 2025 (the "Call Option Date");

(c) all of the outstanding Notes will be redeemed by the Issuer on the Call Option Date pursuant to Note Condition 5(d)(i) (Mandatory Redemption in Full) at an amount equal to the Principal Amount Outstanding of the relevant Note to be redeemed with accrued (and unpaid) interest on the Principal Amount Outstanding of the relevant Note up to but excluding the date of redemption; and

(d) the Issuer has delivered to the Note Trustee a certificate signed by two directors of the Issuer stating that it will on the date for redemption have the necessary funds from a sale of the Charged Property pursuant to the Deed Poll, together with any amounts standing to the credit of the Transaction Account (including the General Reserve Fund and the Liquidity Reserve Fund) and/or any other cash held by or on behalf of the Issuer (other than any Swap Excluded Receivable Amounts and any Issuer Profit Amount) as would be required to (I) redeem all of the Notes then outstanding in full together with accrued and unpaid interest on such Notes, (II) pay amounts required under the Pre-Enforcement Priority of Payments to be paid in priority to or pari passu with the Notes on such Call Option Date; and (III) pay any other costs associated with the exercise of the Mortgage Pool Option.

By:  Tower Bridge Funding 2021-2 PLC

10th Floor, 5 Churchill Place
London E14 5HU

as Issuer

Dated 30 July 2025

 

END