THIS NOTICE IS IMPORTANT AND
REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF
NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE,
THEY SHOULD SEEK THEIR OWN FINANCIAL, LEGAL OR OTHER PROFESSIONAL
ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT
FINANCIAL, LEGAL OR OTHER PROFESSIONAL ADVISER
If you have
recently sold or otherwise transferred your entire holding(s) of
the Notes referred to below, you should immediately forward this
document to the purchaser or transferee or to the broker, bank or
other agent through whom the sale or transfer was effected for
transmission to the purchaser or transferee.
NOTICE TO
NOTEHOLDERS
of the
£192,270,000 8.25
per cent. Secured Loan-Backed Notes due June
2027
(ISIN:
XS0073407537)
(the “Notes”)
issued by Housing
Association Funding PLC
(the “Issuer”)
Regulation (EU) No 596/2014 of the European Parliament and of
the Council of 16 April 2014 (Market
Abuse Regulation) requires disclosure by or on behalf of the Issuer
of any inside information concerning the Issuer.
Capitalised terms used but not otherwise defined herein shall
have the meanings ascribed to them in the master schedule of
definitions, interpretation and construction clauses dated
23 January 1997, as amended and
restated on 30 January 1998, as
amended and restated on 23 December
1999, as amended and restated on 29
June 2005, as amended and restated on 7 December 2009, as amended and restated on
11 February 2010 and as further
amended and restated on 31 January
2017.
We refer to the consent solicitation memorandum issued by the
Issuer at the request of the Borrower dated 22 December 2016 (the “Consent Solicitation
Memorandum”) and the notice of the Issuer dated 16 January 2017 in which the Issuer informed the
Noteholders that an Extraordinary Resolution of the Noteholders was
passed to, amongst other things, approve a proposal to amend the
terms of certain of the Transaction Documents to permit each
Borrower to implement a voluntary early prepayment (in full) of the
relevant Loan Agreement and require the Issuer to effect a
corresponding pro-rata redemption of the Notes.
NOTICE IS HEREBY GIVEN that the Issuer has received the
following letters (each a "Notice of Prepayment"):
1.a letter dated 2 November
2022 from Derwent Housing Association Limited
(“Derwent”) in which Derwent has irrevocably undertaken to
prepay the whole of the outstanding balance of its loan on the next
Combined Payment Date (as defined in its Loan Agreement) on
5 December 2022, in accordance with
the terms of its Loan Agreement, in each case as amended on
31 January 2017, being an amount of
£3,866,216.52, together with interest accrued up to the date of
prepayment and any relevant Prepayment Premium due;
2.a letter dated 2 November
2022 from Home Group Limited (“Home Group”) in which
Home Group has irrevocably undertaken to prepay the whole of the
outstanding balance of its loan on the next Combined Payment Date
(as defined in its Loan Agreement) on 5
December 2022, in accordance with the terms of its Loan
Agreement, in each case as amended on 31
January 2017, being an amount of £5,729,149.32, together
with interest accrued up to the date of prepayment and any relevant
Prepayment Premium due;
3.a letter dated 2 November
2022 from Stonewater (2) Limited (formerly Jephson Homes
Housing Association Limited) (“Stonewater”) in which Stonewater
has irrevocably undertaken to prepay the outstanding balance of its
loan on the next Combined Payment Date (as defined in its Loan
Agreement) on 5 December 2022, in
accordance with the terms of its Loan Agreement, in each case as
amended on 31 January 2017, being an
amount of £12,671,485.02, together with interest accrued up to the
date of prepayment and any relevant Prepayment Premium due; and
4.a letter dated 1 November
2022 from Metropolitan Housing Trust (formerly Thames
Valley Charitable Housing Association Limited) (“Metropolitan”)
in which Metropolitan has irrevocably undertaken to prepay the
whole of the outstanding balance of its loan on the next Combined
Payment Date (as defined in its Loan Agreement) on 5 December 2022 in accordance with the terms of
its Loan Agreement, in each case as amended on 31 January 2017, being an amount of
£6,946,336.34, together with interest accrued up to the date of
prepayment and any relevant Prepayment Premium due.
The affect of the combined Notices of
Prepayment will constitute a full and final redemption of the
outstanding Notes.
The Issuer will provide Noteholders with further updates in
respect of the prepayment arrangements.
Queries may be addressed to the Issuer
as follows:
Housing Association Funding PLC:
Address:
Bastion House, 6th Floor, 140 London Wall, London EC2Y 5DN
Attention:
The Directors
Telephone:
+44 203 994 7200
Email:
spvservices@apexfs.com
This notice is given by:
HOUSING ASSOCIATION FUNDING PLC
4 November 2022