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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 14, 2007
ARRAN FUNDING LIMITED SOUTH GYLE RECEIVABLES TRUSTEE RBS CARDS SECURITISATION
LIMITED FUNDING LIMITED
(Exact name of registrant as
specified in its charter)
JERSEY, CHANNEL ISLANDS JERSEY, CHANNEL ISLANDS JERSEY, CHANNEL ISLANDS
(State or other jurisdiction
of incorporation)
333-128502 333-128502-02 333-128502-01
(Commission File Number)
NONE NONE NONE
(IRS Employer Identification No.)
22 Grenville Street 22 Grenville Street Royal Bank House, 71 Bath Street
St. Helier, Jersey, JE4 8PX St. Helier, Jersey, JE4 8PX St. Helier, Jersey, JE4 8PJ
CHANNEL ISLANDS CHANNEL ISLANDS CHANNEL ISLANDS
(Address of principal executive offices)
(Zip Code)
(44) 1534-609000 (44) 1534-609000 (44) 1534-285279
(Registrant's telephone number,
including area code)
N/A N/A N/A
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On 1 February 2007, RBS Cards Securitisation Funding Limited, The Royal Bank of
Scotland PLC and The Bank of New York, acting through its London Branch, entered
into a Loan Note Issuer Expenses Loan Agreement, dated 1 February 2007 (the
"Agreement"), in connection with the issuance by Arran Funding Limited of Euro
51,000,000 principal amount of Series 2007-A Class A2 notes and 24,000,000
principal amount of Series 2007-A Class A3 Notes under the $7,500,000,000 Arran
Funding Medium Term Note Programme (ultimately backed by trust property in the
South Gyle Receivables Trust held by South Gyle Receivables Trustee Limited).
RBS Cards Securitisation Funding Limited, as Loan Note Issuer, proposes to issue
series of Loan Notes. Pursuant to the Agreement, The Royal Bank of Scotland PLC,
as Lender, may at its discretion advance funds to the Loan Note Issuer to
provide for the funding of the spread account in respect of the relevant series
on the terms and subject to the conditions contained therein.
The Receivables Trustee accepted an offer of approximately 361 million of credit
card receivables on newly designated accounts from RBS and NatWest on 31 October
2006. The Notes issued in respect of Series 2007-A are rated "BB" by Standard &
Poor's and "Ba1" by Moody's and comprise one class of notes issued on a single
issue date.
Following the allocation on any distribution date of finance charge collections
and principal collections from the receivables trustee to the loan note issuing
entity (referable to its investor interest relating to series 2007-A), such
allocated funds may be used to meet any shortfalls in finance charge collections
required to meet certain payments to be made in respect of the existing series,
in priority to meeting payments owing to the issuing entity (which are then
utilised by the issuing entity to meet payments owing on the notes). "Existing
series" means any of the following series when the investor interest in respect
of such series is outstanding: series 2005-A and series 2005-B. This could cause
noteholders not to receive the full amount of principal or interest due to them.
ITEM 9.01 EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit 1.1 Loan Note Issuer Expenses Loan Agreement dated 1 February 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
The Royal Bank of Scotland plc as Servicer
March 14, 2007 By: /s/ Patrick Neville
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Name: Patrick Neville
Title: Director, Finance, Cards Business