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Ludgate Funding Plc - Notice of Noteholder Meeting

·32-min read

NOTICE OF MEETING

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS (AS DEFINED BELOW).

If Noteholders are in any doubt about any aspect of the proposals in this notice and/or the action they should take, they are recommended to seek their own financial advice immediately from their stockbroker, bank manager, solicitor, accountant or appropriately authorised independent financial adviser and such other professional advisor from their own professional advisors as they deem necessary.

LUDGATE FUNDING PLC

(incorporated with limited liability in England and Wales with registered number 5950192)

(the Issuer)

NOTICE OF NOTEHOLDER MEETING

to the holders of the

€29,100,000 Class Bb Mortgage Backed Floating Rate Notes due January 2061 (ISIN: XS0353591505)

(the Notes, and the holders thereof, the Noteholders)

of the Issuer currently outstanding.

NOTICE IS HEREBY GIVEN that a meeting (the Meeting) of the Noteholders of the Notes convened by the Issuer will be held via teleconference on 5 May 2021.Meetings of each Class of Series Noteholder (comprising the Class A1 Noteholders, the Class A2b Noteholders, the Noteholders, the Class Cb Noteholders, the Class D Noteholders and the Class E Noteholders) and the Series Residual Holders will be held, commencing with the initial meeting of the Class A1 Noteholders at 10.00 a.m. (London time) and at 30 minute intervals thereafter for each other Class of Series Noteholder (or if earlier at the conclusion of the previous Meeting of a Class of Series Noteholders), for the purpose of considering and, if thought fit, passing the resolution set out below which will be proposed as an Extraordinary Resolution in accordance with the provisions of the series trust deed dated 27 March 2008 (the Series Trust Deed) made between the Issuer and U.S. Bank Trustees Limited as the series note trustee (the Series Note Trustee) and the trust deed terms dated 22 June 2007 (the Trust Deed Terms) as incorporated by reference into the Series Trust Deed and constituting the Notes.

Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings given to them in the Master Definitions and Construction Deed dated 23 November 2006 (as amended, varied or supplemented from time to time) and signed for identification purposes by the Issuer and the Security Trustee.

In accordance with normal practice, each of the Series , the Security Trustee, the Series Principal Paying Agent and each Series Paying Agent (each a Relevant Party) have not been involved in the formulation of, express no opinion on, and make no representations as to the merits (or otherwise) of, the Noteholder Proposal, the Extraordinary Resolution and the proposed amendments referred to in the Extraordinary Resolution. Nothing in this Extraordinary Resolution should be construed as a recommendation to the Noteholder from a Relevant Party to either approve or reject the Noteholder Proposal. The Noteholder agrees that no Relevant Party is responsible for the accuracy, completeness, validity or correctness of the statements made and documents referred to in this Extraordinary Resolution or any omissions from the Extraordinary Resolution.

The Series MERC Holders and the Series Interest Rate Cap Certificate Holders are not being approached in connection with the Noteholder Proposal, the Extraordinary Resolution and the proposed amendments referred to in the Extraordinary Resolution as no amounts are due and payable (or may become due and payable) to either the Series MERC Holders and the Series Interest Rate Cap Certificate Holders under the terms of the Series MERCs and the Series Interest Rate Cap Certificates respectively.

Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Eligible Holder Instruction or Ineligible Holder Instruction in respect of the Extraordinary Resolution by 5.00 p.m. (London time) on 30 April 2021 (the Expiration Deadline), by which they will have given instructions for the appointment of one or more representatives of the Series Principal Paying Agent as their proxy to vote in favour of or against (as specified in the Eligible Holder Instruction or Ineligible Holder Instruction) the Extraordinary Resolution at the Meeting (or any adjourned such Meeting), need take no further action to be represented at the Meeting (or any such adjourned Meeting).

In light of the ongoing developments in relation to coronavirus (COVID-19), it may become impossible or inadvisable to hold the meeting at a physical location. Accordingly, in accordance with the provisions of the Series Trust Deed further regulations regarding the holding of the meeting have been prescribed to facilitate the meeting (and any adjourned meeting) being held via teleconference. The meeting will not be convened at a physical location. Voting "on a show of hands" will be done by way of oral confirmations during the teleconference meeting. Each voter one by one will say how they wish to vote. The teller appointed in respect of the teleconference meeting shall repeat their instructions so that the voters can confirm that their votes have been recorded correctly.

EXTRAORDINARY RESOLUTION OF THE NOTEHOLDERS IN RESPECT OF THE NOTEHOLDER PROPOSAL

"THAT this Meeting of the holders of €29,100,000 Class Bb Mortgage Backed Floating Rate Notes due January 2061 (ISIN: XS0353591505) (the Notes and holders thereof, the Noteholders), issued by Ludgate Funding plc ) and constituted by the series trust deed dated 27 March 2008 (the Series Trust Deed) made between the Issuer and U.S. Bank Trustees Limited as the series note trustee (the Series Note Trustee) and the trust deed terms dated 22 June 2007 (the Trust Deed Terms) as incorporated by reference into the Series Trust Deed and constituting the Notes, HEREBY RESOLVES as an Extraordinary Resolution:

  1. (subject to paragraph 10 of this Extraordinary Resolution) to assent to the modification of the terms and conditions of the Notes (the Conditions), as set out in Part 1 (Term and Conditions of the Notes) of Schedule 3 (Terms and Conditions) of the Trust Deed Terms as supplemented by the Supplement and the Series Trust Deed applicable to the Notes, as any of the same may be from time to time be modified or amended and restated in accordance with the Series Trust Deed, in order that:

    1. item 21. (Optional Redemption (Minimum Amount Outstanding)) with respect to each Class of the 2008-W1 Series, Part A (Contractual Terms) of Annex 2 (Note Terms) of the Supplement relating to the 2008-W1 Series, be amended:

      1. to modify the threshold for exercising the clean up call pursuant to Condition 9(e) to 45%; and

      2. to amend the definition of Optional Redemption Date, such that Optional Redemption may occur on any date (which need not be a Distribution Date) notified to the Series Trustee and the Noteholders by the Series Servicer, following the Distribution Date on which the aggregate Principal Amount Outstanding of the Notes is equal to or less than the specified threshold of the aggregate Principal Amount Outstanding of the Notes on the Issue Date (such notified date being the Optional Redemption Date);

  2. Condition 9(e)(i) be amended to modify the applicable period for notice of an Optional Redemption given by the Series Servicer to the Series Trustee and the Noteholders, in accordance with Condition 19 (Notices), to be not less than 5 days nor more than 30 days’ notice;

  3. (subject to paragraph 10 of this Extraordinary Resolution) to authorise, direct, request and empower:

    1. the Issuer and the Trustee to enter into any arrangement, deeds, agreements, terminations, releases (including releases of security) and agreements for sale as may be necessary, desirable or expedient in connection with any Optional Redemption, including to accommodate the sale of the Series Portfolio and the applications of the proceeds to pay outstanding obligations of the Issuer pertaining to the Series and/or the termination of any obligations in relation to the Series; and

    2. the Issuer on the Optional Redemption Date to (i) repay and redeem the Notes in full together with accrued (and unpaid) interest thereon and (ii) satisfy the payment of outstanding amounts owing by the Issuer to all Instrument holders, in each case calculated as at the Optional Redemption Date;

  4. (subject to paragraph 10 of this Extraordinary Resolution) to authorise, direct, request and empower:

    1. the Issuer and the Series Note Trustee to execute the series 2008-W1 supplemental trust deed (the Series 2008-W1 Supplemental Trust Deed) to make the amendments as described in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the draft produced to this Meeting; and

    2. the Issuer and the Series Note Trustee to execute and to do all such deeds, instruments, acts and things as may be necessary, desirable or expedient in their sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;

  5. to discharge, hold harmless, indemnify and exonerate each of the Series Note Trustee and the Security Trustee from any and all liabilities for which it may have become or may become responsible under the Trust Deed Terms or the Notes in respect of any act or omission, including without limitation, in connection with this Extraordinary Resolution or its implementation, the modifications referred to in paragraph 1 of this Extraordinary Resolution or the implementation of those modifications;

  6. to waive any claim Noteholders may have against either of the Series Note Trustee and the Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

  7. to approve that neither the Series Note Trustee nor the Security Trustee be and is hereby authorised not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Series 2008-W1 Supplemental Trust Deed or any other amendments, or the due execution and delivery thereof by any party thereto or the validity and enforceability thereof;

  8. (subject to paragraph 10 of this Extraordinary Resolution) to sanction and assent to every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation and the implementation of the Noteholder Proposal or this Extraordinary Resolution;

  9. to waive any and all requirements, restrictions and conditions precedent set forth in the Transaction Documents on any person in relation to the Series 2008-W1 Supplemental Trust Deed, as well as the implementation of the Noteholder Proposal or this Extraordinary Resolution;

  10. to discharge and exonerate the Issuer from all liability for which it may have become or may become responsible under the Series Trust Deed, the Trust Deed Terms, the Notes or any Transaction Document or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Series 2008-W1 Supplemental Trust Deed, the Notice or this Extraordinary Resolution;

  11. to declare that the implementation of this Extraordinary Resolution shall be conditional on:

    1. the passing of this Extraordinary Resolution;

    2. the passing of extraordinary resolutions to approve the Noteholder Proposal by each other Class of Series Noteholder and the Series Residual Holders; and

    3. the quorum required for, and the requisite majority of votes cast at, this Meeting being satisfied by Eligible Noteholders, irrespective of any participation at this Meeting by Ineligible Noteholders and that, if the Extraordinary Resolution is passed at this Meeting but such condition is not satisfied, the chairman of this Meeting and the Series Note Trustee are hereby authorised, directed, requested and empowered to adjourn this Meeting for such period being not less than 14 days nor more than 42 days, and to such place as may be appointed by the chairman of this Meeting and approved by the Series Note Trustee, for the purpose of reconsidering Resolution 1 to 11 of this Extraordinary Resolution with the exception of this resolution 10(c) of this Extraordinary Resolution. At any such adjournment of this Meeting, two or more persons present holding or representing over 50 per cent. of the aggregate Principal Amount Outstanding of the Notes of the relevant Class for the time being then outstanding shall form a quorum and shall have the power to pass such Extraordinary Resolution, and this condition set out in this paragraph 10(c) will be satisfied if the quorum required for, and the requisite majority of votes cast at, such adjourned Meeting are satisfied by Eligible Noteholders irrespective of any participation at the adjourned Meeting by Ineligible Noteholders; and

  12. to agree that capitalised terms used but not defined herein shall have the meanings given to them in the Master Definitions and Construction Deed dated 23 November 2006 (as amended, varied or supplemented from time to time) and signed for identification purposes by the Issuer and the Security Trustee (a copy of which is available electronically for inspection as referred to in the Notice)."

GENERAL INFORMATION

The attention of Noteholders is particularly drawn to the quorum required for the Noteholders Meetings and for any adjourned Meeting which is set out in "NOTEHOLDER PROPOSAL – VOTING AND QUORUM" below.Having regard to such requirements, Noteholders are strongly urged either to attend (via teleconference) the Meeting or to take steps to be represented (via teleconference) at the Meeting, as referred to below, as soon as possible.


TIMETABLE

Date/Time (London time)

Action

13 April 2021
(at least 21 days before the Meeting)

Release of Notice of Meeting through the regulatory news service of Euronext Dublin.
Notice of the Meeting delivered to the Clearing Systems.
From this date, Noteholders may arrange for Notes held by a Clearing System in their accounts to be blocked in such accounts and held to the order and under the control of the Series Principal Paying Agent in order to obtain voting certificates or give valid Instructions to the Series Principal Paying Agent.

By 5.00 p.m. on 30 April 2021
(at least 48 hours before the Meeting)

Expiration Deadline.
Final time by which Noteholders must arrange:

Final time by which Noteholders must have given notice to (in the limited circumstances in which such revocation is permitted) the Series Principal Paying Agent (via the relevant Clearing Systems) of any intended revocation of, or amendment to, Instructions previously given by them.

10.00 a.m. on
5 May 2021

NOTEHOLDERS' MEETING HELD
The initial Meeting in respect of the Class A1 Notes will commence at 10.00 a.m. (London time) and at 30 minute intervals thereafter for each other Class of Series Noteholder (or if earlier at the conclusion of the previous Meeting of a Class of Series Noteholders).

If the Extraordinary Resolution is passed at the Meeting:

As soon as reasonably practicable after and, in any event within 14 days of, the Meeting

Release of an announcement of the results of the Meeting and satisfaction (or not, as the case may be) of the Eligibility and Implementation Condition on the regulatory news service of Euronext Dublin.
Delivery of notice of such results to Clearing Systems for communication to their account holders.

On the Effective Date

If the Extraordinary Resolution is passed at the initial Meeting (or at a subsequent adjourned Meeting) and the Eligibility and Implementation Condition is satisfied, the Series 2008-W1 Supplemental Trust Deed will be executed with effect on the Effective Date.

Instructions delivered by both Eligible Noteholders and Ineligible Noteholders will be taken into consideration for the purposes of determining whether the quorum has been satisfied at the Meeting (or any adjournment thereof) and/or whether the requisite number of votes have been cast in favour of the Extraordinary Resolution.If a quorum is not achieved at the initial Meeting or the quorum is achieved and the Extraordinary Resolution is passed but the Eligibility and Implementation Condition is not satisfied, the initial Meeting shall be adjourned for not less than 14 days nor more than 42 days and the adjourned Meeting of Noteholders will be held (via teleconference) at such time as will be notified to the Noteholders in the notice of adjourned Meeting. The adjourned Meeting will be held (via teleconference) in accordance with the terms of the Trust Deed Terms.An Instruction which does not include a confirmation as to whether the relevant Noteholder is an Eligible Noteholder or an Ineligible Noteholder will be treated as not having been validly submitted and will be rejected.
If the Extraordinary Resolution is passed at the adjourned Meeting and the Eligibility and Implementation Condition is satisfied, the Series 2008-W1 Supplemental Trust Deed will be executed with effect on the Effective Date.

NOTEHOLDER PROPOSAL

The Issuer has convened the Meeting by this Notice to request that the Noteholders consider and agree to the matters contained in the Extraordinary Resolution set out above, which shall, pursuant to Condition 14 of the Terms and Conditions of the Notes, be binding on the holders of all other Classes of Notes ranking junior to, in the Series Post-Acceleration Priorities of Payments set out in the Series Supplement, such Class of Notes and on the holders of all other Instruments of the Series, subject to the sanction by Extraordinary Resolutions of the holders of the junior ranking Classes of Notes and Series Residuals.

BACKGROUND

It is proposed that certain amendments are made to the Optional Redemption procedure, including (but not limited to) the modification of the threshold for exercising the early redemption option pursuant to Condition 9(e) is increased, and the amendment of the definition of Optional Redemption Date such that an Optional Redemption may take place on a specified date and not merely a Distribution Date, such that Mortgages plc can exercise the early redemption option immediately following the date that the Extraordinary Resolution is passed.As at the last Distribution Date, the Principal Amount Outstanding of the Notes was 45 per cent. of the aggregate Principal Amount Outstanding of the Notes on the Issue Date.The amendment proposed pursuant to the Extraordinary Resolution constitutes a Basic Terms Modification.Should the Noteholders approve the terms of the Extraordinary Resolution, no assurance can be made that Mortgages plc will exercise the early redemption option pursuant to Condition 9(e).

Voting and Quorum

  1. The provisions governing the convening and holding of the Meeting are set out in Schedule 4 (Provisions for Meetings of Instrumentholders) to the Trust Deed Terms, copies of which are available electronically for inspection by the Noteholders from the Issuer, on request.

All of the Notes are represented by a global Note held by a common safekeeper for Euroclear and Clearstream, Luxembourg.For the purpose of the Meeting, a Noteholder shall mean each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular Principal Amount Outstanding of the Notes.

A Noteholder wishing to attend (via teleconference) the Meeting must be issued with a valid voting certificate by the Series Principal Paying Agent relating to the Notes in respect of which it wishes to vote.The Meeting will be held via teleconference.Noteholders wishing to attend the teleconference may obtain dial-in details from the Series Principal Paying Agent using the notice details set out in the Noteholder Proposal, upon the Series Principal Paying Agent being satisfied that any Noteholder requesting the same has provided (a) evidence of their holding of the Notes and (b) confirmation as to his or her status as an Eligible Noteholder.

Any Noteholder who wishes to vote in respect of the Extraordinary Resolution but does not wish to attend (via teleconference) the Meeting should submit Instructions, specifying, among other things, the aggregate nominal amount of the Notes to which such Instruction relates, the securities account number at Euroclear or Clearstream, Luxembourg and whether the Noteholder wishes to instruct the Series Principal Paying Agent as its proxy to attend the initial Meeting (and any adjourned Meeting) via teleconference and vote at such Meeting in accordance with its Instructions.The submission of Instructions by Eligible Noteholders and Ineligible Noteholders will be deemed to have occurred upon receipt by the Series Principal Paying Agent from Euroclear or Clearstream, Luxembourg, as applicable, of valid Instructions.

Only Direct Participants may submit Instructions.Each Beneficial Owner of Notes who is a Noteholder and is not a Direct Participant must arrange for the Direct Participant through which such Beneficial Owner of Notes who is a Noteholder holds its Notes to submit an Instruction on its behalf to Euroclear or Clearstream, Luxembourg, as applicable, before the deadlines specified by the relevant Clearing System.

A Noteholder must request Euroclear or Clearstream, Luxembourg, as applicable, to block the Notes in its own account and to hold the same to the order or under the control of the Series Principal Paying Agent not later than 48 hours before the time appointed for holding the Meeting and within the relevant time limit specified by the relevant Clearing System in order to obtain a voting certificate or submit Instructions in respect of the Meeting.As part of such Instructions, each Noteholder must also confirm whether it is an Eligible Noteholder or an Ineligible Noteholder.By delivering, or arranging for the delivery on its behalf, of an Instruction, a Noteholder shall agree, undertake, acknowledge and represent to the Issuer and each Relevant Party at (i) the time of submission of such Instructions, (ii) the Expiration Deadline and (iii) the time of the initial Meeting and at the time of any adjourned Meeting, that it is an Eligible Noteholder or an Ineligible Noteholder, as appropriate.

The receipt of Instructions will be acknowledged in accordance with the standard practices of the relevant Clearing System.Receipt of Instructions will result in the blocking of the Notes in the relevant Noteholder's account with the Relevant Clearing System.

Notes so blocked will not be released until the earlier of:

  1. the conclusion of the Meeting (or any adjourned Meeting); and

  2. in respect of (a) voting certificate(s), the surrender to the Series Principal Paying Agent of such voting certificate(s); or

  3. in respect of Instructions, not less than 48 hours before the time for which the Meeting is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Series Principal Paying Agent (including their automatic revocation on the termination of the consent solicitation).

Each Noteholder submitting Instructions in accordance with its terms shall agree to indemnify the Issuer, the Series Note Trustee, the Security Trustee, the Series Principal Paying Agent and the Paying Agent and their respective affiliates, directors, officers, employees or agents against all and any losses, costs, fees, claims, liabilities, expenses, charges, actions or demands which any of them may incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the representations, warranties and/or undertakings given pursuant to, such vote by such Eligible Noteholder or Ineligible Noteholder.

  1. The quorum at the Meeting to pass the Extraordinary Resolution and thereby sanction the Basic Terms Modification, shall (subject as provided below) be two or more persons present holding or representing Notes or voting certificates or being proxies or representatives and holding or representing in aggregate not less than 75 per cent. of the aggregate Principal Amount Outstanding of the Notes of such Class for the time being then outstanding. If a quorum is not present within 15 minutes after the time fixed for a Meeting, the Meeting will be adjourned for such period being not less than 14 days nor more than 42 days, and to such place as may be appointed by the chairman of the meeting and approved by the Series Note Trustee. The Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders of the Notes). At any adjourned Meeting, two or more persons present holding voting certificates or being proxies or representatives and holding or representing in aggregate more than 50 per cent. of the aggregate Principal Amount Outstanding of such Notes of the relevant Class shall (subject as provided below) form a quorum and shall have the power to pass the Extraordinary Resolution. Noteholders should note that voting certificates obtained and proxies appointed in respect of the Meeting shall remain valid for the adjourned Meeting unless validly revoked. The Issuer will give at least 10 days' notice (exclusive of the day on which the notice is given and of the day on which the Meeting is to be resumed) in accordance with the Conditions and Meeting Provisions that such adjourned Meeting is to be held.

  2. To be passed at the Meeting, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. The question submitted to the Meeting shall be decided in the first instance by a show of hands unless a poll is demanded by a majority consisting of not less than three-fourths of the votes given on such poll. Any resolutions passed at a meeting of the relevant Class of Instrumentholders duly convened and held in accordance with the Series Trust Deed shall be binding on all Instrumentholders whether present or not present and whether or not voting, irrespective of its effect upon such holders.

  3. On a show of hands, every person who is present in person and who is a holder of a Note or representative shall have one vote.

  4. The implementation of the Extraordinary Resolution will be conditional on:

    1. the passing of the Extraordinary Resolution; and

    2. the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible Noteholders, irrespective of any participation at the Meeting by Ineligible Noteholders (including the satisfaction of such condition at an adjourned Meeting) (the Eligibility and Implementation Condition).

  5. If passed, the Extraordinary Resolution will be binding upon all the Noteholders whether or not present or voting at the Meeting.

NOTEHOLDER REPRESENTATIONS

By delivering, or arranging for the delivery on its behalf, of Instructions, each Noteholder shall be deemed to have agreed, acknowledged and represented to the Issuer and each Relevant Party as follows:

(1) it: (a) has conducted its own investigation of the Noteholder Proposal and following such investigation and the other due diligence that it deemed necessary and subsequently conducted in connection with the Noteholder Proposal, it has made its own investment decision to submit an Eligible Holder Instruction or an Ineligible Holder Instruction, as applicable; (b) acknowledges that it has had the opportunity to ask and has asked queries regarding the Noteholder Proposal, and has received satisfactory answers from representatives of the Issuer (who, in turn, may liaise with Mortgages plc regarding such queries); (c) has reviewed all information that it believes is necessary or appropriate in connection with its submission of an Eligible Holder Instruction or an Ineligible Holder Instruction, as applicable; (d) has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to the Noteholder Proposal (and has sought such accounting, legal, tax and other advice as it has considered necessary to make an informed decision); (e) possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the Noteholder Proposal; (f) understands that in the future, the Notes may significantly increase or decrease in value; and (g) would be able to afford a complete loss of the value of the Notes and would be able to bear the economic risk of holding such securities for an indefinite period and has no need for liquidity with respect to the Notes;

(2) it acknowledges that neither the Issuer nor each Relevant Party nor any of the Issuer’s nor each Relevant Party’s affiliates, directors, officers, employees, agents, representatives or advisors has made any representation, warranty or undertaking (express or implied) to it with respect to the Noteholder Proposal or the accuracy, completeness or adequacy of any information concerning the Notes or the Noteholder Proposal, or as to the future performance of the Notes;

(3) it satisfies any and all standards for investors making an investment decision with respect to the Noteholder Proposal imposed by the jurisdiction of its residence or otherwise;

(4) it is empowered, authorised and qualified to submit an Eligible Holder Instruction or Ineligible Holder Instruction, as applicable;

(5) it understands that the foregoing representations, warranties and agreements are required in connection with United States securities laws and that the Issuer and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements;

(6) if any of the acknowledgements, representations and warranties made in connection with its submission of an Eligible Holder Instruction or an Ineligible Holder Instruction, as applicable, are no longer accurate, it will promptly, and in any event prior to the Noteholder Meeting, notify the Issuer and the Series Principal Paying Agent in writing;

(7) if it is submitting an Eligible Holder Instruction or an Ineligible Holder Instruction, as applicable, for the account of another person, it has full power and authorisation to make the foregoing acknowledgements, representations and agreements on behalf of each such account; and

(8) the Issuer and/or its agents may request from it and/or any account for which it is acting (if any) such additional information as the Issuer and/or its agents may deem necessary to evaluate whether it and each account for which it is acting (if any) is an Eligible Noteholder or to enable the Issuer to comply with applicable regulatory requirements, and it and each account for which it is acting (if any) shall use reasonable efforts to provide such information as may reasonably be requested, provided that in no event shall it be obligated to disclose the name (or any other identifying information) of its limited partners, members or shareholders.

By delivering, or arranging for the delivery on its behalf, of an Eligible Holder Instruction, each Eligible Noteholder shall be deemed to have agreed, acknowledged and represented to the Issuer and each Relevant Party that it is (a) either (i) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, or (ii) located and resident outside the United States and not a "U.S. person" (as defined in Rule 902(k) of Regulation S under the Securities Act), (b) an eligible counterparty or a professional client (each as defined in (a) (i) COBS and (ii) UK MiFIR or (b) MiFID II) and, if applicable, who is acting on behalf of a Beneficial Owner that is also an eligible counterparty or a professional client, in each case in respect of the Notes, and (c) otherwise a person to whom the consent solicitation can be lawfully made and that may lawfully participate in the consent solicitation.

Documents Available for Inspection

Copies of the following documents will be available from the date of this Notice electronically for inspection from the Issuer on request.

  1. this Notice;

  2. the Series Trust Deed;

  3. the current draft of the Series 2008-W1 Supplemental Trust Deed (the Amendment Document); and

  4. such other ancillary documents as may be approved by the Series Note Trustee and/or such other relevant party as are necessary or desirable to give effect to the Noteholder Proposal in full.

This Notice should be read in conjunction with the Amendment Document.

This Notice and the Amendment Document are together, the Noteholder Information.

The Noteholder Information may be supplemented from time to time. Existing Noteholders should note that the Amendment Document may be subject to amendment.Should such amendments be made, revised versions will be available electronically for inspection from the Issuer on request.

Existing Noteholders will be informed of amendments to the Amendment Document by notices delivered through the Clearing Systems and announcements released on the regulatory news service of Euronext Dublin.

REVOCATION RIGHTS

If the Issuer amends the Noteholder Information (other than (i) the terms of the Extraordinary Resolution, or (ii) bringing forward the Expiration Deadline, which may not be amended) in any way that, in the opinion of the Issuer, is materially prejudicial to the interest of the Noteholders that have already submitted Instructions in respect of the Noteholder Proposal before the announcement of such amendment (which announcement shall include a statement that, in the opinion of the Issuer, such amendment is materially prejudicial to the Noteholders), (subject to no such materially prejudicial amendment being permissible at any time after 5.00 p.m. (London time) on the fourth Business Day immediately preceding the Expiration Deadline) then such Instructions may be revoked at any time from the date and time of such announcement (subject to the earlier deadlines required by the Clearing Systems and any intermediary through which Noteholders hold their Notes).

Noteholders wishing to exercise any such right of revocation should do so in accordance with the procedures set out in Voting and Quorum above.Beneficial owners of Notes that are held through an intermediary are advised to check with such entity when it would require to receive instructions to revoke an Instruction in order to meet the above deadlines.For the avoidance of doubt, any Noteholder who does not exercise any such right of revocation in the circumstances and in the manner specified above shall be deemed to have waived such right of revocation and its original Instruction will remain effective.

The exercise of any such right of revocation in respect of an Instruction will be effective for the purposes of revoking the instruction given by the Noteholder for the appointment of the Series Principal Paying Agent as the relevant Noteholder's proxy to vote at the Meeting on the Noteholder's behalf only if a valid revocation instruction is received by the Series Principal Paying Agent no later than the Expiration Deadline or (if applicable) 48 hours before any adjourned Meeting.

CONTACT INFORMATION

Further information relating to the Noteholder Proposal can be obtained from:

Ludgate Funding plc

6th Floor

125 Wood Street

London

EC2V 7AN

Telephone number:

Attention: The Directors

Email: spvservices@apexfs.com

The address of the Series Principal Paying Agent, the Note Trustee and the Security Trustee are set out below:

Series Note Trustee and Security Trustee

Series Principal Paying Agent

U.S. Bank Trustees Limited
125 Old Broad Street
Fifth Floor
London EC2N 1AR
United Kingdom

Elavon Financial Services DAC, UK Branch
125 Old Broad Street
Fifth Floor
London EC2N 1AR
United Kingdom

Noteholders whose Notes are held through Euroclear or Clearstream, Luxembourg should contact the Series Principal Paying Agent for further information on how to vote at the Meeting.

Defined Terms

Beneficial Owner

A person who is the owner of a particular nominal amount of and who holds such , either as shown in the records of the relevant Clearing System or in the records of any Noteholder or in the records of any broker, dealer, commercial bank, trust company or other nominee or custodian who holds on such person's behalf and whose holding is shown in the records of a Noteholder, as applicable.

Business Day

(i) a day on which commercial banks and foreign exchange markets settle payments in London and (ii) a day on which the TARGET system is operating.

Clearing Systems

Euroclear and Clearstream, Luxembourg.

Clearstream, Luxembourg

Clearstream Banking, SA

COBS

The FCA Handbook Conduct of Business Sourcebook

Direct Participant

Each person who is shown in the records of the Clearing Systems as a holder of .

Effective Date

12 May 2021, except if the Meeting is adjourned, in which case the Effective Date shall be the date falling five Business Days following the satisfaction of the Eligibility and Implementation Condition.

Eligible Holder Instructions

An instruction by an Eligible Noteholder submitted to the Series Principal Paying Agent via the relevant Clearing System, either in favour or against the Extraordinary Resolution.

Eligibility and Implementation Condition

Has the meaning given to it on page .

Eligible Noteholder

Each Noteholder who is (a) either (i) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, or (ii) located and resident outside the United States and not a "U.S. person" (as defined in Rule 902(k) of Regulation S under the Securities Act), (b) an eligible counterparty or a professional client (each as defined in (a) (i) COBS, and (ii) UK MiFIR or (b) MiFID II) and, if applicable, who is acting on behalf of a Beneficial Owner that is also an eligible counterparty or a professional client, in each case in respect of the and (c) otherwise a person to whom the consent solicitation can be lawfully made and that may lawfully participate in the consent solicitation.

Euroclear

Euroclear Bank SA/NV.

Extraordinary Resolution

The Extraordinary Resolution to approve, among other things, the Noteholder Proposal, to be proposed and considered at the Meeting.

Ineligible Holder Instruction

An instruction by an Ineligible Noteholder submitted to the Series Principal Paying Agent via the relevant Clearing System, either in favour or against the Extraordinary Resolution.

Ineligible Noteholder

A Noteholder who is not an Eligible Noteholder.

Instructions

An instruction by a Noteholder which is either an Eligible Holder Instruction or an Ineligible Holder Instruction.

Master Definitions and Construction Deed

The master definitions and construction deed dated 23 November 2006 (as amended, varied or supplemented from time to time) and signed for identification purposes by the Issuer and the Security Trustee.

Meeting

The meeting of Noteholders convened by the Notice, to be held (via teleconference) on 5 May 2021 at the time specified in the Notice, and to consider and, if thought fit, pass the Extraordinary Resolution.

Meeting Provisions

The provisions for meetings of Instrumentholders set out in Schedule 4 to the Trust Deed Terms.

MiFID II

Directive 2014/65/EU (as amended or superseded).

Noteholder Proposal

The Noteholder Proposal described in the Notice.

Noteholders

Each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of .

Notes

€29,100,000 Class Bb Mortgage Backed Floating Rate Notes due January 2061 (ISIN: XS0353591505) of the Issuer.

Notice

The notice dated 13 April 2021 convening the initial Meeting.

Securities Act

U.S. Securities Act of 1933, as amended.

Series Principal Paying Agent

Elavon Financial Services DAC, UK Branch

Series Note Trustee

U.S. Bank Trustees Limited.

Series Trust Deed

The series trust deed dated 27 March 2008 between the Issuer and the Series Note Trustee.

UK MiFIR

Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018

This Notice is given by:

LUDGATE FUNDING PLC

Dated 13 April 2021