Great Hall Mortgages No1 plc GHM No.1 plc Series 2007-2 Announcement March '23 (7841S)

TIDM58HD

RNS Number : 7841S

Great Hall Mortgages No1 plc

13 March 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")

Reference is made to:

(A) the Issuer's invitation to the holders of its outstanding Notes (the "Noteholders") 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 16 December 2022) 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 16 December 2022 (the " Consent Solicitation Memorandum "); and

(B) the Issuer's notice of results dated 1 February 2023, by means of which the Issuer notified the Noteholders that (i) at the Meetings of the holders of the Class Aa Notes, the Class Ab Notes, the Class Ea Notes and the Class Eb Notes and at the adjourned Meetings of the holders of the Class Ac Notes, the Class Ba Notes, the Class Ca Notes, the Class Cb Notes, the Class Da Notes and the Class Db Notes, the quorum was reached and each Extraordinary Resolution previously notified to Noteholders in accordance with the terms of the Series Note Trust Deed was duly passed; and (ii) the Amendment Deed implementing the Noteholder Proposal, for which each of the Extraordinary Resolutions was passed, would be executed by all relevant parties as soon as practicable and would have effect on and from the Interest Payment Date falling on 20 March 2023 .

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 that JPMorgan Chase Bank, N.A. in its capacity as the Series Currency Hedge Provider has been in discussions with the Issuer regarding the form of the Amendment Deed and the provisions relating to the Series Currency Ac Hedge Agreement. The Series Currency Hedge Provider has requested that prior to their signing of the Amendment Deed, (a) certain further amendments be made to the form of the Amendment Deed to align the drafting to the 2021 ISDA Definitions published by ISDA and (b) that the Effective Date be moved to the Interest Payment Date falling on 18 September 2023.

On the basis that the proposed amendments will change the form of the Amendment Deed and timings of the Effective Date as approved by Noteholders at the Noteholders' Meetings, the Issuer confirms that the Consent Solicitation in respect to the Noteholder Proposal, as launched on 16 December 2022, is withdrawn and the implementation of the Noteholder Proposal in its current agreed form will not be implemented on the Interest Payment Date falling on 20 March 2023.

The Issuer is currently in discussions regarding the updated form of the Amendment Deed and, once agreed, the Issuer will launch a further consent solicitation in respect to a proposal for the transition from BBA LIBOR USD to Compounded Daily SOFR with respect to any Notes denominated in USD imminently.

The Issuer requests that the Noteholders are vigilant for the notice to Noteholders regarding the further consent solicitation and kindly vote in respect to the proposal in accordance with the process set out in the notice.

For the avoidance of doubt, the reference rate applicable to any Notes denominated in USD will continue to be BBA LIBOR USD until further notice.

Further information can be obtained from the Issuer directly:

The Issuer

Great Hall Mortgages No. 1 plc

8(th) Floor 100 Bishopsgate

London

United Kingdom

EC2N 4AG

   Attention:            The Directors 
   Tel:                     +44 20 7606 5451 
   Fax:                    +44 20 7606 0643 
   Email:                 corpservices@lawdeb.com

This Notice is given by:

GREAT HALL MORTGAGES NO. 1 PLC

Dated 13 March 2023

None of the Issuer, 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 this announcement. 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 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.

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END

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