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OFFA BTL Ltd - OO Senior Certificate Amendment

23rd Sep 2026 13:42

RNS Number : 0274W
OFFA BTL Ltd
23 September 2026
 

23 September 2026

 

OFFA BTL LTD

(the "Trustee")

NOTICE

 

to the holders of the

£250,000,000 Home Purchase Plan backed floating rate OO Senior Certificates due 2027 (ISIN GB00BWZ71J59)

£9,000,000 Home Purchase Plan backed floating rate OO Mezzanine Certificates due 2027 (ISIN GB00BWZ71K64)

£15,000,000 Home Purchase Plan backed floating rate OO Subordinated Certificates due 2027 (ISIN GB00BWZ71L71)

(the "OO Certificateholders" and the "OO Certificates" respectively),

 

issued in accordance with the terms of the amended and restated Declaration of Trust dated 6 February 2026, as further amended and restated on 18 September 2026, between Trustmoore Trustee (Ireland) Limited (the "Delegate") and the Trustee (the "Declaration of Trust") and the amended and restated Subscription and Agency Agreement dated 6 February 2026, as amended and restated on 18 September 2026 between, among others, the Trustee and the OO Certificateholders and the other parties thereto

 

1. NOTICE IS HEREBY GIVEN that the holders of 100 per cent. of each class of OO Certificates have consented to certain amendments to the Transaction Documents and the terms and conditions of the OO Certificates, including, among other matters, the following:

a. the amendment of the OO Availability Period to 28 February 2027;

 

b. the amendment of the OO Final Dissolution Date of the OO Certificates to the Profit Payment Date falling three months following the commencement of the OO Amortisation Period;

 

c. amendments to certain OO Certificateholder rights;

 

d. an amendment to the voting threshold for OO Certificateholder resolutions, such that resolutions will require the approval of holders representing more than 75 per cent. of the Principal Amount Outstanding of the OO Certificates;

 

e. amendments to the OO Home Purchase Plan Sale Deed to permit Offa Money Limited to sell BTL Home Purchase Plans to the Trustee; and

 

f. amendments to the Early Delinquency Ratio applicable to the determination of an Asset Performance Trigger.

 

2. The amendments became effective upon execution of the relevant amendment documentation on 18 September 2026.

 

3. Copies of the amended and restated Transaction Documents will be available for inspection upon written request at the Specified Offices of the Facility Agent during normal business hours for so long as the OO Certificates remain admitted to listing on The International Stock Exchange and in accordance with the applicable requirements of The International Stock Exchange.

 

4. Capitalised terms used but not otherwise defined in this Notice shall have the meanings given to them in the master definitions schedule dated 28 June 2024 (as amended and/or restated from time to time) between, amongst others, the Trustee, the Security Trustee, the Delegate and the other parties thereto (the "Master Definitions Schedule").

 

This Notice is given by:

OFFA BTL LTD

For further information please contact:

 

Offa BTL Ltd

c/o Trustmoore (UK) Ltd, Central House, 20 Central Avenue

St Andrews Business Park

Norwich, NR7 0HR

United Kingdom

Email: [email protected]

Attn: the Directors, Louis Gray

 

Nothing in this Notice constitutes an offer of securities for sale in the United States. This Notice is not for distribution in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any relevant securities laws of any state of the United States of America and are subject to U.S. tax law requirements. The securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America, as such terms are defined in Regulation S under the Securities Act. There will be no public offering of the securities in the United States.

Your right to access this service is conditional upon complying with the above requirement.

 

 

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