Originator:
Optimum Credit Limited
Assets:
Residential Mortgages
Legal adviser(s):
Herbert Smith Freehills LLP, Linklaters LLP, Clifford Chance LLP and CMS Cameron McKenna LLP
Seller:
Optimum Credit Limited
Lead manager:
NatWest Markets & Natixis
Intertrust role:
UK Directors, Corporate Administration, Share Trustee and Financial Services
Jurisdiction:
London
Issued:
£268.5m Residential Mortgage Backed Securities Due 2044
Section 172(1) of Companies Act 2006 requires the directors to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
a) the likely consequences of any decision in the long term,
b) the interests of the company’s employees,
c) the need to foster the company’s business relationships with suppliers, customers and others,
d) the impact of the company’s operations on the community and the environment,
e) the desirability of the company maintaining a reputation for high standards of business conduct, and
f) the need to act fairly as between members of the company
As a special purpose vehicle the governance structure of the Company is such that the key policies have been predetermined at the time of issuance. The directors have had regards to the matters set out in section 172(1) of Companies Act 2006 as follows:
With reference to the likely consequences of any decision in the long term, the Transaction Documents have been formulated to achieve the Company’s purpose and business objectives, safeguard the assets
and promote the success of the Company with a long term view and in accordance with relevant securitisation legislation.
The matters set out in subsections (b)–(f) have limited or no relevance to the Company for the following reasons:
· The Company has no employees;
· The Company has appointed various professional third parties to perform certain roles governed by the Transaction Documents;
· As a special purpose vehicle, the Company has no physical presence or operations and accordingly has minimal impact on the community and the environment; and
· The Company has a sole member with the issued shares all held on a discretionary trust basis for charitable purposes.
In accordance with section 426B of Companies Act 2006 a copy of this statement is available at: https://www.intertrustgroup.com/our-services/capital-markets-services/public-transactions