THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.
If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser, and such other professional advice from your own professional advisors as you deem necessary.
This Notice is addressed only to holders of the Notes (as defined below) to whom it may be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons.
If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.
In accordance with normal practice, none of the Issuer, the Co-arranger, the Note Trustee, the Security Trustee, the Agents or their affiliates (or their respective directors, employees, officers, consultants or agents) expresses any view or opinion whatsoever as to the Proposed Amendments or the Amended Documents (each as defined below) or the information set out in this Notice or makes any representation or recommendation whatsoever as to any action to be taken or not taken by Noteholders in relation to the Proposed Amendments, the Amended Documents or this Notice, or any document prepared in connection with any of them. Accordingly, the Issuer, the Co-arranger, the Note Trustee and the Security Trustee urge Noteholders who are in doubt as to the impact of the implementation of the Proposed Amendments, the Amended Documents or this Notice or any document prepared in connection with any of them (including any tax or other consequences) to seek their own independent financial, tax and legal advice. None of the Issuer, the Co-arranger, the Note Trustee or the Security Trustee has made, or will make, any assessment of the merits of the Proposed Amendments, the Amended Documents or this Notice or the impact of the Proposed Amendments, the Amended Documents or this Notice on the interests of the Noteholders either as a class or as individuals.
NEWDAY PARTNERSHIP FUNDING 2015-1 PLC
1 Bartholomew Lane
London EC2N 2AX
(the "Issuer")
FURTHER NOTICE IN RESPECT OF MEETINGS ON 17 NOVEMBER 2020
(this "Notice")
to the holders of the following notes of the Issuer presently outstanding
Series 2015-1
£185,250,000 Class A Asset-Backed Floating Rate Notes due 2021
ISIN: XS1134518155 9.30 a.m.
£22,500,000 Class B Asset-Backed Floating Rate Notes due 2021
ISIN: XS1134518668 9.35 a.m.
£14,000,000 Class C Asset-Backed Floating Rate Notes due 2021
ISIN: XS1134519393 9.40 a.m.
£10,125,000 Class D Asset-Backed Floating Rate Notes due 2021
ISIN: XS1134523239 9.45 a.m.
£6,875,000 Class E Asset-Backed Floating Rate Notes due 2021
ISIN: XS1134528626 9.50 a.m.
£5,500,000 Class F Asset-Backed Floating Rate Notes due 2021
ISIN: XS1134535597 9.55 a.m.
(the "Notes")
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.
Reference is made to the notice given by the Issuer on 26 October 2020 in relation to the calling of Meetings, as more particularly set out therein (the "Original Notice" with RNS Number 2227D).
The Original Notice contained an incorrect reference to the Meetings (which are scheduled for 17 November 2020, as stated in the title of the Original Notice) being held via videoconference on 13 November 2020. For the avoidance of doubt, the Issuer wishes to reconfirm that, pursuant to the provisions of Schedule 4 (Provisions for Meetings of Noteholders) to the note trust deed entered into on 10 March 2015 between the Issuer and Citicorp Trustee Company Limited (the "Note Trustee") (the "Note Trust Deed"), separate meetings (each a "Meeting" and together the "Meetings") of the holders of each class of Notes (the "Noteholders") convened by the Issuer will be held via videoconference on 17 November 2020 at the Applicable Time (as defined below) in respect of each Class of Notes for the purpose of considering and, if thought fit, passing the applicable resolution in the form set out in the Original Notice, which will be proposed as an Extraordinary Resolution at the relevant Meeting in accordance with the provisions for the meetings of Noteholders set out in Schedule 4 (Provisions for Meetings of Noteholders) to the Note Trust Deed.
"Applicable Time" means, in respect of each Meeting, the time indicated above in respect of the relevant class of Notes or as soon as possible thereafter as the immediately preceding Meeting shall have concluded or been adjourned.
Noteholders with queries concerning the content of this Notice or the Original Notice are kindly requested to contact the Issuer, NewDay Cards Ltd as the Co-arranger of Series 2015-1 or Lucid Issuer Services Limited as tabulation agent (the "Tabulation Agent") using the details set out below.
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Issuer:
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NewDay Partnership Funding 2015-1 plc
1 Bartholomew Lane
London EC2N 2AX
Email:
directors-uk@intertrustgroup.com
Attention: the Directors
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Co-arranger:
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NewDay Cards Ltd
7 Handyside Street
London N1C 4DA
Email: Graham.Stanford@newday.co.uk
Attention: Graham Stanford
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Tabulation Agent:
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Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Email: newday@lucid-is.com
Attention: David Shilson/ Paul Kamminga
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Registrar:
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Citibank, N.A., London Branch
Citigroup Centre
Canary Wharf
London E14 5LB
Email: sf.issuer@citi.com
Attention: Agency & Trust
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This Notice is given by
NEWDAY PARTNERSHIP FUNDING 2015-1 PLC
as Issuer
Dated 27 October 2020