UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 16, 2007
Holmes Master Issuer plc
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(Exact name of issuing entity as specified in its charter)
Holmes Funding Limited
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(Exact name of depositor as specified in its charter)
Abbey National plc
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(Exact name of sponsor as specified in its charter)
England and Wales 333-139944 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
Abbey National House
2 Triton Square
Regent's Place
London NW1 3AN
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, +44 (0)20 7612 4000
including area code: --------------------
No Change
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(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:
[BOX] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[BOX] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[BOX] Pre-commencement communications pursuant to Rule 14d-2(d)
under the Exchange Act (17 CFR 240.14d-2(b))
[BOX] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
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Pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended,
concurrently with, or subsequent to, the filing of this Current Report on Form
8-K, Holmes Funding Limited is filing a prospectus and a preliminary prospectus
supplement dated March 16, 2007 (the "Prospectus Supplement") with the
Securities and Exchange Commission (the "Commission") relating to the Issue
2007-1 Series 1 Class A1, Series 2 Class A, Series 3 Class A1, Series 4 Class
A, Series 1 Class B1, Series 2 Class B1, Series 2 Class M1, Series 1 Class C1
and Series 2 Class C1 Notes to be issued by Holmes Master Issuer plc (the
"Notes").
The consolidated financial statements of Deutsche Bank Aktiengesellschaft
("Deutsche Bank") and its subsidiaries as of December 31, 2005 and 2004 and for
each of the years in the three-year period ended December 31, 2005, which were
prepared in accordance with U.S. generally accepted accounting principles, and
included in, or as exhibits to, Deutsche Bank's Annual Report on Form 20-F for
the year ended December 31, 2005 (which was filed with the Commission on March
23, 2006) (the "Deutsche Bank Financial Statements"), are incorporated by
reference in the preliminary prospectus supplement relating to the Notes. The
Deutsche Bank Financial Statements are incorporated by reference in the
preliminary prospectus supplement relating to the Notes on reliance upon the
audit report of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, an independent registered public accounting
firm, given on the authority of said firm as experts in accounting and
auditing.
The consolidated statements of financial condition of Credit Suisse
(USA), Inc. and subsidiaries ("CSUSA") as of December 31, 2005 and 2004, and
the related consolidated statements of income, changes in stockholder's equity
and cash flows for each of the years in the three-year period ended December
31, 2005, which appear in CSUSA's Annual Report on Form 10-K for the year ended
December 31, 2005 filed with the Commission on March 20, 2006 are incorporated
by reference in this Form 8-K and in the Prospectus Supplement.
The condensed consolidated statement of financial condition of CSUSA as
of September 30, 2006, the related condensed consolidated statements of income
for the three and nine-month periods ended September 30, 2006 and 2005, and the
related condensed consolidated statements of changes in stockholder's equity
and cash flows for the nine-month periods ended September 30, 2006 and 2005
contained in CSUSA's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2006, filed with the SEC on November 14, 2006 are
incorporated by reference in this Form 8-K and in the Prospectus Supplement.
In connection with the issuance of the Notes, the Registrant is filing
herewith the consent of KPMG LLP ("KPMG") to their being referred to as
"Experts" in the Prospectus Supplement and the incorporation by reference of
their report on the consolidated statements of financial condition of CSUSA, as
of December 31, 2005 and 2004, and the related consolidated statements of
income, changes in stockholder's equity and cash flows for each of the years in
the three-year period ended December 31, 2005 in the Prospectus Supplement
referred to above related to the issuance of the Notes. The consent of KPMG is
attached hereto as Exhibit 23.2.
The consolidated financial statements of HSBC USA Inc. and its
subsidiaries incorporated by reference in the Prospectus Supplement described
above by reference to the
Annual Report on Form 10-K of HSBC USA Inc. for the year ended December 31,
2006 shall be deemed to be incorporated by reference in the Prospectus
Supplement as defined above and to be a part thereof from the respective dates
of filing such document for SEC purposes only.
In connection with the issuance of the Notes, the Registrant is filing
herewith the consent of KPMG LLP ("KPMG") to their being referred to as
"Experts" in the Prospectus Supplement and the incorporation by reference of
their report on the consolidated statements of financial condition of HSBC USA
Inc., as of December 31, 2006 and 2005, and for each of the years in the three-
year period ended December 31, 2006 in the Prospectus Supplement referred to
above related to the issuance of the Notes. The consent of KPMG is attached
hereto as Exhibit 23.3.
The consolidated financial statements of UBS AG and its subsidiaries
incorporated by reference in the Prospectus Supplement described above by
reference to the Annual Report on Form 20-F of UBS AG for the year ended
December 31, 2005 and the Interim Report on Form 6-K of UBS AG dated June 2,
2006 have been so incorporated in reliance upon the audit report dated March 2,
2006 (except for the impact on the consolidated financial statements of the
reclassification of Motor Columbus as a discontinued operation subsequent to
its sale on March 23, 2006 as described in note 38 to the consolidated
financial statements, as to which the date of the audit report is June 2, 2006)
of Ernst & Young Ltd., independent registered public accounting firm, given
upon the authority of said firm as experts in auditing and accounting.
In connection with the issuance of the Notes, the Registrant is filing herewith
the consent of Ernst & Young Ltd to their being referred to as "Experts" in the
Prospectus Supplement and the incorporation by reference of their report on the
consolidated statements of financial condition of UBS AG for the year ended
December 31, 2005 in the Prospectus Supplement referred to above related to the
issuance of the Notes. The consent of Ernst & Young Ltd is attached hereto as
Exhibit 23.4.
Item 9.01. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
23.1 Consent of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprufungsgesellschaft,
independent registered public accounting firm of Deutsche
Bank Aktiengesellschaft.
23.2 Consent of KPMG LLP, independent registered public accounting
firm of Credit Suisse (USA), Inc.
23.3 Consent of KPMG LLP, independent registered public accounting
firm of HSBC USA Inc.
23.4 Consent of Ernst & Young Ltd, independent registered public
accounting firm of UBS AG.
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.
HOLMES FUNDING LIMITED,
By: /s/ Martin McDermott
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Name: Martin McDermott
Title: Director
Dated: March 16, 2007
EXHIBIT INDEX
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Exhibit No. Description
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23.1 Consent of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprufungsgesellschaft,
independent registered public accounting firm of
Deutsche Bank Aktiengesellschaft
23.2 Consent of KPMG LLP,
independent registered public accounting firm of
Credit Suisse (USA), Inc.
23.3 Consent of KPMG LLP,
independent registered public accounting firm of
HSBC USA Inc.
23.4 Consent of Ernst & Young Ltd,
independent registered public accounting firm of
UBS AG
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
To the Supervisory Board of
Deutsche Bank Aktiengesellschaft:
We consent to the incorporation by reference in the Registration Statement (No.
333-139944) of Holmes Master Issuer Plc (Issue of Series 2007-1 Notes) of our
audit report dated March 9, 2006 with respect to the consolidated balance sheets
of Deutsche Bank Aktiengesellschaft and subsidiaries (the "Company") as of
December 31, 2005 and 2004, and the related consolidated statements of income,
comprehensive income, changes in shareholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 2005, and to the
reference to our firm under the heading "Independent Registered Public
Accounting Firm" in the prospectus supplement.
Our audit report refers to the fact that the Company adopted FASB Interpretation
No. 46 "Consolidation of Variable Interest Entities" and Statement of Financial
Accounting Standards No. 150 "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity" during 2003.
/s/ KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
Frankfurt am Main (Germany)
March 16, 2007
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholder
Credit Suisse (USA), Inc.:
We consent to the use of our report dated March 20, 2006, with respect to the
consolidated statements of financial condition of Credit Suisse (USA), Inc. and
subsidiaries as of December 31, 2005 and 2004, and the related consolidated
statements of income, changes in stockholder's equity and cash flows for each of
the years in the three-year period ended December 31, 2005, which report is
incorporated by reference in the preliminary prospectus supplement dated March
16, 2007 forming part of the registration statement on Form S-3 (No. 333-
139944) and to the reference to our firm under the heading "Independent
Registered Public Accounting Firm" in such preliminary prospectus supplement.
Our report refers to changes in accounting for share-based compensation and
variable interest entities.
/s/ KPMG LLP
New York, New York
March 16, 2007
EXHIBIT 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
HSBC USA Inc.:
We consent to the incorporation by reference in the registration statement (No.
333-139944, 333-139944-01) on Form S-3 of Holmes Funding Ltd. of our report
dated March 5, 2007, with respect to the consolidated balance sheets of HSBC
USA Inc. and subsidiaries as of December 31, 2006 and 2005, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 2006,
and the consolidated balance sheets of HSBC Bank USA, National Association and
subsidiaries as of December 31, 2006 and 2005, which report appears in the 2006
HSBC USA Inc. Annual Report on Form 10-K, and to the reference to our firm
under the heading "Experts" in the prospectus.
/s/ KPMG LLP
New York, New York
March 16, 2007
EXHIBIT 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm as experts and to the use of our report
dated 2 March 2006, relating to the financial statements of UBS AG, except for
the impact on the consolidated financial statements of the reclassification of
Motor Columbus as a discontinued operation subsequent to its sale on 23 March
2006 as described in note 38 to the consolidated financial statements, as to
which the date is 2 June 2006, as published, to be included in the preliminary
Prospectus Supplement relating to the issue 2007-1 series 1 class A1 notes,
issue 2007-1 series 2 class A notes, issue 2007-1 series 3 class A1 notes,
issue 2007-1 series 4 class A notes, issue 2007-1 series I class B1 notes,
issue 2007-1 series 2 class B1 notes, issue 2007-1 series 2 class M1 notes,
issue 2007-1 series 1 class C1 notes and issue 2007-1 series 2 class C2 notes
(the "offered notes") which are part of the issue 2007-1 issuance of notes by
Holmes Master Issuer plc, to be dated on or around 15 March 2007, in the form
and context in which it is included.
Ernst & Young Ltd
/s/ Andrew McIntyre /s/ Dr. Andreas Blumer
Andrew McIntyre Dr. Andreas Blumer
Chartered Accountant Swiss Certified Accountant
(in charge of the audit)
Zurich, Switzerland
15 March 2007