10th Jul 2025 17:10
EXECUTION VERSION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THIS NOTICE OR THE ELECTRONIC TRANSMISSION THEREOF 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.
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 have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this Notice 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 is addressed only to holders of the Notes (as defined below) and persons to whom it may otherwise 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 are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other financial, tax or legal adviser authorised under the Financial Service and Markets Act 2000, as amended (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisers as you deem necessary.
WILMINGTON CARDS 2021-1 PLC
(incorporated in England and Wales, Registered No. 12844650) 5 Churchill Place, 10th Floor
London, E14 5HU (the "Issuer")
NOTICE
to the holders of the following notes of the Issuer outstanding
£3,350,000,000 Class A Asset Backed Notes due 2026
(ISIN: XS2293684192)
(the "Class A Notes")
£1,000,000,000 Class D Asset Backed Notes due 2027
(the "Class D Notes" and together with the Class A Notes, the "Notes")
1. Pursuant to Condition 15 (Notices) of the terms and conditions of the Notes issued by the Issuer, the Issuer hereby gives notice that certain amendments will be made to:
(a) the note trust deed in respect of the Notes dated 12 March 2021 entered into by, among others, the Issuer and the Security Trustee (as amended, restated and/or novated from time to time prior to the Interest Payment Date in respect of the Notes falling in July 2025 (the "Issuer Effective Date"), the "Note Trust Deed") including the terms and conditions of the Notes set out in schedule 1 (Terms and Conditions of the Notes) of such Note Trust Deed (the "Note Conditions");
(b) the issuer master framework agreement in respect of the Notes dated 12 March 2021 entered into by, among others, the Issuer and the Security Trustee (as amended, restated and/or novated from time to time prior to the Issuer Effective Date, the "Issuer Master Framework Agreement");
(c) a Regulation S Global Note Certificate in respect of the Class A Notes dated 12 March 2021 (as amended, restated and/or novated from time to time prior to the Issuer Effective Date, the "Class A Regulation S Global Note Certificate");
(d) a Regulation S Individual Note Certificate in respect of the Class D Notes dated 12 March 2021 (as amended, restated and/or novated from time to time prior to the Issuer Effective Date, the "Class D Regulation S Individual Note Certificate");
(e) the security trust deed and cash management agreement dated 12 March 2021 entered into by, among others, the Security Trustee and the Issuer (as amended, restated and/or novated from time to time prior to the Effective Date, the "STDCMA"); and
(f) a Series 2021-1 Supplement to the RTDSA dated 12 March 2021 (as amended, restated and/or novated from time to time prior to the Issuer Effective Date, the "Series 2021-1 Supplement"),
(the "Relevant Documents").
Capitalised terms used but not otherwise defined in this Notice shall have the meaning given to them in the Note Conditions, schedule 1 (Master Definitions Schedule) to the Issuer Master Framework Agreement, the Series 2021-1 Supplement and schedule 1 (Master Definitions Schedule) to the master framework agreement dated 11 March 2021 (as amended, restated and/or novated from time to time) between, among others, the Issuer and the Security Trustee (the "Master Framework Agreement") and, in the case of any inconsistency between the defined terms in each of the aforementioned documents, the order of precedence of those defined terms shall be: (a) the definitions in this Notice, (b) those in the Note Conditions, (c) those in the Issuer Master Framework Agreement, (d) those in the Series 2021-Supplement, followed by (e) those in the Master Framework Agreement.
2. The Relevant Documents will be amended effective from the Interest Payment Date in respect of the Notes falling in July 2025, which is expected to occur on 18 July 2025. The purpose of the amendments is primarily such that:
(a) in respect of the Class A Notes, (i) the Margin will be amended from 0.55% to 0.90% and (ii) the Rate of Interest as set out in clause 5(b)(i) of the Note Conditions will be amended from Compounded Daily SONIA on the RelatedInterest Determination Date plus 0.55 per cent. per annum to Compounded Daily SONIA on the Related Interest Determination Date plus 0.90 per cent. per annum;
(b) the year stated in the definition of Final Redemption Date and limb (b) of the definition of Series 2021-1 Termination Date will be amended from 2030 to 2037;
(c) the Scheduled Redemption Date (i) in respect of the Class A Notes will be amended from the Interest Payment Date falling in March 2026 to the Interest Payment Date falling in March 2033, and (ii) in respect of the Class D Notes will be amended from the Interest Payment Date falling in March 2027 to the Interest Payment Date falling in March 2034;
(d) the Series 2021-1 Scheduled Accumulation Commencement Date will be amended (i) in respect of the Class A Notes from 1 March 2025 to the 1 March 2032 and (ii) in respect of the Class D Notes, from 1 March 2026 to 1 March 2033;
(e) with respect to the definition of "Controlled Deposit Amount", the date in limb
(a) will be amended from 1 March 2025 to 1 March 2032, and the date in limb
(b) will be amended from 1 March 2026 to 1 March 2033; and
(f) with respect to the commencement of the Controlled Accumulation Period, the date in clause 5.5(e)(ii) of the 2021-1 Supplement will be changed from 1 March 2025 to 1 March 2032.
3. Certain other consequential and conforming amendments and updates will be made to the Relevant Documents. In particular and without limitation, the address of the Issuer in the Relevant Documents will be amended from "1 Bartholomew Lane, London EC2N 2AX " to "5 Churchill Place, 10th Floor, London E14 5HU".
4. For further information and copies of the Relevant Documents as amended and restated, please contact:
Wilmington Cards 2021-1 plc
c/o CSC Management Services (UK) Limited
5 Churchill Place, 10th Floor
London, E14 5HU
Tel: +44 (0) 203 855 0285
Email: [email protected]
Attention: The Directors
This notice is given on 10 July 2025 by:
Wilmington Cards 2021-1 plc
5 Churchill Place, 10th Floor
London, E14 5HU
Related Shares:
Wlm Crd 21-1 33