40XQ Gracech.crd 29

TIDM40XQ

RNS Number : 1149W

Gracechurch Card Programme Fdg PLC

06 December 2019

NOTICE to noteholders OF the bringing ONSHORe of the receivables trustee, account bank replacements and Servicing audit AMENDMENTS

GRACECHURCH CARD PROGRAMME FUNDING PLC

(incorporated in England and Wales, Registered No. 6714746)

1 Churchill Place

London E14 5HP

(the "Issuing Entity")

6 December 2019

Gracechurch Card Programme Funding plc

GBP1,400,000,000 Series 13-3 Class A Asset-Backed Floating Rate Notes due 2024

(Reg S ISIN: XS0992306141)

GBP247,059,000 Series 13-3 Class D Asset-Backed Floating Rate Notes due 2024

(Reg S ISIN: XS0992306224)

GBP1,600,000,000 Series 14-2 Class A Asset-Backed Floating Rate Notes due 2024

(Reg S ISIN: XS1133034923)

GBP286,793,000 Series 14-2 Class D Asset-Backed Floating Rate Notes due 2024

(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 amendment and restatement of the following documents on 3 December 2019:

   1.   the Master Definitions Schedule originally dated 24 October 2002; 

Trust Level Documents

2. the deed of amendment and restatement originally dated 23 November 1999 attaching the restated declaration of trust and a trust cash management agreement;

   3.   the Beneficiaries Servicing Agreement originally dated 23 November 1999; 
   4.   a deed of assignment of receivables originally dated 7 July 2000; 
   5.   the receivables securitisation agreement originally dated 23 November 1999; 
   6.   the sale and call option agreement originally dated 2 November 2010; 
   7.   the indemnity agreement originally dated 23 November 1999; 

MTN Issuing Entity Documents

   8.   the security trust deed and MTN cash management agreement originally dated 23 November 1999; 
   9.   the programme dealer agreement originally dated 24 October 2002; 

10. the MTN Issuing Entity account bank agreement originally dated 3 December 2019;

11. Issuing Entity Level Documents

12. the issuing entity master framework agreement originally dated 12 December 2008;

13. the programme dealer agreement originally dated as of 3 December 2008;

14. the paying agency and agent bank agreement originally dated 12 December 2008;

15. the note trust deed originally dated 12 December 2008;

Series Level Amended Documents

16. the supplement to the Declaration of Trust and Trust Cash Management Agreement relating to Series 13-3 originally dated 20 November 2013;

17. the supplement to the Declaration of Trust and Trust Cash Management Agreement relating to Series 14-2 originally dated 11 November 2014;

18. the supplement to the Declaration of Trust and Trust Cash Management Agreement relating to Series 15-1 originally dated 20 November 2015;

19. the supplement to the Declaration of Trust and Trust Cash Management Agreement relating to Series 15-2 originally dated 20 November 2015;

20. the supplement to the Declaration of Trust and Trust Cash Management Agreement relating to Series 18-1 originally dated 20 July 2018;

21. the agreement between beneficiaries relating to Series 13-3 originally dated 20 November 2013;

22. the agreement between beneficiaries relating to Series 14-2 originally dated 11 November 2014;

23. the agreement between beneficiaries relating to Series 15-1 originally dated 20 November 2015;

24. the agreement between beneficiaries relating to Series 15-2 originally dated 20 November 2015;

25. the agreement between beneficiaries relating to Series 18-1 originally dated 20 July 2018;

26. the agreement between parties relating to Series 13-3 originally dated 20 November 2013;

27. the agreement between parties relating to Series 14-2 originally dated 11 November 2014;

28. the agreement between parties relating to Series 15-1 originally dated 20 November 2015;

29. the agreement between parties relating to Series 15-2 originally dated 20 November 2015;

30. the agreement between parties relating to Series 18-1 originally dated 20 July 2018;

31. the Series 13-3 MTN supplement originally dated 20 November 2013;

32. the Series 14-2 MTN supplement originally dated 11 November 2014;

33. the Series 15-1 MTN supplement originally dated 20 November 2015;

34. the Series 15-2 MTN supplement originally dated 20 November 2015;

35. the Series 18-1 MTN supplement originally dated 20 July 2018;

36. the Series 13-3 MTN final terms originally dated 20 November 2013;

37. the Series 14-1 MTN final terms originally dated 11 November 2014;

38. the Series 15-1 MTN final terms originally dated 20 November 2015;

39. the Series 15-2 MTN final terms originally dated 20 November 2015;

40. the Series 18-1 MTN final terms originally dated 20 July 2018; and

41. the Series Receivables Trust Certificate in respect of each Series of Notes,

(the "Amendment Documents"), in order to substitute the Receivables Trustee for a company incorporated in England and Wales and certain other amendments as set out below.

Capitalised terms used but not otherwise defined herein shall have the meaning given to them in the Master Definitions Schedule dated 23 November 1999 and the base prospectus dated 22 June 2018 in respect of Series 18-1 (the "2018 Base Prospectus").

Bringing Onshore of the Receivables Trustee

The Amendment Documents have been entered into by the relevant parties to effect a novation of the role (including rights and obligations) of the Receivables Trustee (as more particularly described in the 2018 Base Prospectus) from Gracechurch Receivables Trustee Limited, a company incorporated under in Jersey with registered number 75210, having its registered office at 26 New Street, St. Helier, Jersey, JE2 3RA, Channel Islands, (the "Original Receivables Trustee") to Gracechurch Card Receivables Trustee Limited, a company incorporated in England and Wales, with registered number 12093946 and having its registered office at 35 Great St. Helen's, London EC3A 6AP (the "New Receivables Trustee") and certain related ancillary amendments as a result thereof;

Account Bank replacements

We hereby give you notice that Wells Fargo Bank, N.A., London Branch (the "Outgoing Account Bank") has resigned from its role as Standby Issuing Entity Account Bank, Standby MTN Issuing Entity Account Bank, Standby Receivables Trustee Account Bank and Swap Collateral Cash Account Bank.

Barclays Bank UK Plc is a Qualified Institution and has been selected by the Receivables Trustee, the MTN Issuing Entity and the Issuing Entity to replace the Outgoing Account Bank with effect from 3 December 2019.

HSBC Bank plc has also been appointed as Standby Issuing Entity Account Bank, Standby MTN Issuing Entity Account Bank and Standby Receivables Trustee Account Bank.

Beneficiaries Servicing Agreement audit requirement removal

We hereby further give you notice that pursuant to a transferor direction letter from Barclays Bank UK Plc as Initial Transferor, the Beneficiaries Servicing Agreement originally dated 23 November 1999 has been amended and restated to remove the requirement for an annual independent auditors' servicing report as a result of removing clause 2.5 (Annual Independent Auditors' Servicing Report) in accordance with clause 5.1 (Amendment) thereto .

Copies of the relevant Amendment Documents will be available for viewing electronically by Noteholders on the Barclays Investor Relations website via the following link:

https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/secured-funding-securitisation/gracechurch-card-funding/

Noteholders should consult the Amendment Documents available to see the amendments in full.

Gracechurch Card Programme Funding plc

c/o Intertrust Management Limited

35 Great St Helen's

London EC3A 6AP

Tel: +44 (0)207 398 6300

Fax: +44 (0)207 398 6325

Attention: The Directors

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December 06, 2019 12:38 ET (17:38 GMT)