Clarion Housing Associtation Ltd - Tender Offer - Launch

Clarion Housing Association Limited announces Tender Offer for the £342,950,000 6.625 per cent. Secured Loan-Backed Bonds due 2038 issued by RSL Finance (No. 1) plc

22 MARCH 2023

Full announcement available via LonSE

"22 March 2023. RSL Finance (No. 1) plc (the Issuer) has been informed that Clarion Housing Association Limited (the Offeror) has today launched an invitation to holders of the Issuer's outstanding £342,950,000 6.625 per cent. Secured Loan-Backed Bonds due 2038 (ISIN: XS0155451866) (the Bonds) to tender their Bonds for purchase by the Offeror for cash (the Offer). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 22 March 2023 (the Tender Offer Memorandum) prepared by the Offeror for the Offer, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum."

...

"Background and Rationale for the Offer

Broomleigh Housing Association Limited (Broomleigh), as borrower, entered into a loan agreement (as amended and supplemented from time to time, the Loan Agreement) on 25 January 2000 with National Westminster Bank Plc as original lender and M&G Trustee Company Limited (formerly Prudential Trustee Company Limited) as security agent pursuant to which a loan facility of £40,000,000 was made available to Broomleigh (the Facility).

The Bonds were issued by the Issuer on 30 September 2002 and, in connection with the issue of the Bonds, the Issuer became (by way of assignment) the lender of the Facility under the Loan Agreement. The Facility is one of a number of loan facilities funded by the Bonds.

As a result of a series of transfer of engagements and amalgamations under the Co-operative and Community Benefit Societies Act 2014, all the rights and obligations of Broomleigh as borrower under the Loan Agreement have transferred to the Offeror.

The Offeror is making the Offer in order to purchase up to the Target Acceptance Amount of £40,000,000 in aggregate original nominal amount of the Bonds, which is equal to £32,055,060 in aggregate (amortised) nominal amount of the Bonds and reflects the full outstanding balance of the Facility.

In accordance with the Loan Agreement, the Offeror shall (following settlement of the Offer) surrender any purchased Bonds to the Issuer to be cancelled, and an amount of the outstanding balance of the Facility equal to the aggregate (amortised) nominal amount of such purchased Bonds shall be deemed to have been prepaid.

Accordingly, if the Offeror purchases the Target Acceptance Amount of Bonds pursuant to the Offer, following

the surrender and cancellation of the relevant purchased Bonds the Facility shall be deemed to have been prepaid in

full."