By LSE RNS
Date: Thursday 09 Oct 2025
NOTICE TO NOTEHOLDERS AND CERTIFICATEHOLDERS
TEMPLE QUAY NO.1 PLC
(incorporated in England and Wales with registered number 14298829) (as Issuer)
Dated 9 October 2025
To the Noteholders and Certificateholders of:
£332,774,000 Class A Mortgage Backed Floating Rate Notes due July 2085 (Reg S ISIN: XS2547115787)
£31,809,000 Class B Mortgage Backed Floating Rate Notes due July 2085 (Reg S ISIN: XS2547116595)
£29,362,000 Class C Mortgage Backed Floating Rate Notes due July 2085 (Reg S ISIN: XS2547116678)
£14,681,000 Class D Mortgage Backed Floating Rate Notes due July 2085 (Reg S ISIN: XS2547116835)
£7,341,000 Class E Mortgage Backed Floating Rate Notes due July 2085 (Reg S ISIN: XS2547116918)
£14,681,000 Class F Mortgage Backed Floating Rate Notes due July 2085 (Reg S ISIN: XS2547117130)
£58,724,000 Class Z Mortgage Backed Zero Rate Notes due July 2085 (Reg S ISIN: XS2547120514)
£7,781,000 Reg S Class R Mortgage Backed Zero Rate Notes due July 2085 (Reg S ISIN: XS2547120605)
£4,894,000 Class X Mortgage Backed Floating Rate Notes due July 2085 (Reg S ISIN: XS2547120944)
£10,000,000 Class Y Certificates (Reg S ISIN: XS2547121249)
NOTICE IS HEREBY GIVEN that the Issuer will redeem all the Notes at their then Principal Amount Outstanding (other than the Class X Notes, the Class R Notes and the Class Z Notes, which shall be redeemed in an amount equal to funds available to be applied in accordance with the Post-Enforcement Payments Priorities) together with accrued (and unpaid) interest on the Interest Payment Date falling on 24 October 2025, pursuant to Condition 9.4 (Mandatory Redemption pursuant to the exercise of the Portfolio Purchase Option) of the Notes.
Notice is also hereby given to the Noteholders and Certificateholders that, in such context, the following waivers (which are not materially prejudicial to the interests of the holders of the Most Senior Class of Notes) to certain provisions of the Portfolio Option Deed Poll have been requested:
(a) the conditions in Clause 6.1 (Exercise of Portfolio Purchase Option) and Clause 6.2 (Exercise of Portfolio Purchase Option) of the Portfolio Option Deed Poll with respect to the requirement for the Portfolio Option Holder to deliver a copy of the Exercise Notice to the Issuer not less than 30 calendar days prior to the intended relevant Portfolio Option Call Date, on the basis that the information that is covered by the Exercise Notice will instead be included in the mortgage sale agreement to be entered between, inter alia, the Issuer, as seller, and Clifton Village Limited, as purchaser (the Vendor MSA);
(b) the obligations in (i) Clause 6.4 (Exercise of Portfolio Purchase Option) of the Portfolio Option Deed Poll requiring the Issuer to deliver the Counter Notice (as such terms are defined within the Portfolio Option Deed Poll) and (ii) Clause 6.5 (Exercise of Portfolio Purchase Option) of the Portfolio Option Deed Poll requiring the Portfolio Option Holder or the Beneficial Title Transferee (as such terms are defined within the Portfolio Option Deed Poll) to deliver the Acceptance Notice, on the basis that such notices are not required as the terms of the sale will be set out in the Vendor MSA;
(c) the timing requirements of the Portfolio Option Holder to deliver a copy of the Exercise Notice to the Legal Title Holders, the Seller, the VRR Loan Noteholder, the Servicer and each of the Rating Agencies, such that the notice can be sent on any date before the Proposed Portfolio Option Completion Date (as such terms are defined within the Portfolio Option Deed Poll);
(d) the requirement set out in Clause 6.2(c) of the Portfolio Option Deed, that requires the Portfolio Option Completion Date to fall on the Calculation Date immediately preceding the Optional Redemption Date (i.e. on the fifth Business Day prior to the Interest Payment Date), such that the Whole Beneficial Title can be acquired from the Issuer by no later than 24 October 2025 (i.e. the Interest Payment Date falling in October 2025); and
(e) the requirements set out in Clause 8.1 (Portfolio Purchase Option Current Value Purchase Price) of the Portfolio Option Deed Poll, that requires the Portfolio Option Holder to calculate the proposed Portfolio Purchase Option Current Value Purchase Price and inform the Seller of the proposed Portfolio Purchase Option Current Value Purchase Price in writing no later than 90 calendar days prior to the relevant date of the delivery of the Exercise Notice, on the basis that such notices are not required as the terms of the sale will be set out in the Vendor MSA.
Notice is also hereby given that the Issuer and the Trustee have agreed to the above waivers as of 9 October 2025 and such waivers became effective on the delivery of the trustee consent letter dated 9 October 2025 and that the Vendor MSA has been entered into on 9 October 2025.
Terms used but not defined in this notice bear the same meaning as set out in the incorporated terms memorandum entered into between, inter alios, Temple Quay No.1 PLC and the Trustee dated 15 November 2022.
Noteholders who have queries in relation to the above matters should contact the Issuer via email on templequay1-uk@cscgfm.com or by telephone on +44 (0) 203 855 0285 for further information.
Temple Quay No.1 PLC
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