Northern Rock, Bradford & Bingley begin Dutch auction tender offers

By Angela McDaniels

Tacoma, Wash., June 19 - Northern Rock (Asset Management) plc and Bradford & Bingley plc began Dutch auction tender offers for roughly £2.25 billion equivalent amount of notes, according to a filing with the London Stock Exchange.

The eligible notes are noted in the table below. The companies plan to accept for purchase an amount of notes that will result in them paying as close as possible to £500 million including accrued interest.

Each company will decide how much of a series and class of notes, if any, it will accept for purchase and a single price for that series. The purchase price for a series and class of notes will not be less than the minimum purchase price noted in the table below and will otherwise be the lowest price for that series and class that will allow the company to accept an amount of notes equal to the acceptance amount for that series and class.

The offers will expire at 11 a.m. ET on July 3. The purchase prices will be announced on July 4. The settlement date will be July 9.

The offers are not being made in the United States.

The dealer managers are Barclays Bank plc (+44 20 7773 8990 or eu.lm@barcap.com) and Citigroup Global Markets Ltd. (+44 20 7986 8969 or liabilitymanagement.europe@citi.com). The tender agent is Citibank, NA, London Branch (+44 20 7508 3867 or exchange.gats@citi.com).

Northern Rock is a Newcastle, England-based state-owned bank. Bradford & Bingley is a bank based in Bingley, England.

Bradford & Bingley plc tender offers

Issuer Description Minimum purchase price

Aire Valley Mortgages 2004-1 plc Series 3 class C1 64%

Aire Valley Mortgages 2004-1 plc Series 3 class C2 64%

Aire Valley Mortgages 2004-1 plc Series 3 class D1 56%

Aire Valley Mortgages 2004-1 plc Series 3 class D2 56%

Aire Valley Mortgages 2005-1 plc Series 2 class C2 59%

Aire Valley Mortgages 2006-1 plc Series 1 class C2 61%

Aire Valley Mortgages 2006-1 plc Series 2 class C2 60%

Northern Rock (Asset Management) plc tender offers

Issuer Description Minimum purchase price

Granite Mortgages 03-2 plc Series 2 class C1 77%

Granite Mortgages 03-2 plc Series 2 class C2 77%

Granite Mortgages 03-2 plc Series 3 class C 77%

Granite Mortgages 03-3 plc Series 2 class C 77%

Granite Mortgages 03-3 plc Series 3 class C 77%

Granite Mortgages 04-1 plc Series 2 class C 69%

Granite Mortgages 04-1 plc Series 3 class C 70%

Granite Mortgages 04-2 plc Series 2 class C 67%

Granite Mortgages 04-2 plc Series 3 class C 68%

Granite Mortgages 04-3 plc Series 2 class C 71%

Granite Mortgages 04-3 plc Series 3 class C 70%

Granite Master Issuer plc Series 2005-1 class C2 64%

Granite Master Issuer plc Series 2005-1 class C3 64%

Granite Master Issuer plc Series 2005-2 class C2 64%

Granite Master Issuer plc Series 2005-4 class C3 64%

Granite Master Issuer plc Series 2005-4 class C4 64%

Granite Master Issuer plc Series 2006-1 class C3 64%

Granite Master Issuer plc Series 2006-1 class C4 64%

Granite Master Issuer plc Series 2006-2 class C2 64%

Granite Master Issuer plc Series 2006-2 class C3 64%

Granite Master Issuer plc Series 2006-3 class C3 64%

Granite Master Issuer plc Series 2006-4 class C3 64%

Granite Master Issuer plc Series 2007-1 class 2C2 64%

Granite Master Issuer plc Series 2007-1 class 3C1 64%

Granite Master Issuer plc Series 2007-1 class 3C2 64%

Granite Master Issuer plc Series 2007-2 class 2C2 64%

Granite Master Issuer plc Series 2007-2 class 3C2 64%

Granite Master Issuer plc Series 2007-2 class 3C3 64%

Whinstone Capital Management Ltd. Class B1 61%

Whinstone Capital Management Ltd. Class B2 61%

Whinstone Capital Management Ltd. Class B3 61%

Whinstone Capital Management Ltd. Class C1 61%

Whinstone Capital Management Ltd. Class C2 61%

Whinstone Capital Management Ltd. Class C3 61%

Whinstone Capital 2 Management Ltd. Class C1 63%

Whinstone Capital 2 Management Ltd. Class C2 63%

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