top of page

London & Quadrant Housing Trust - Consent Solicitation - Results

London & Quadrant Housing Trust - Result of Consent Solicitation


01 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Lonse


...


"Results of Meeting and satisfaction of Consent Conditions


The Meeting was held earlier today and NOTICE IS HEREBY GIVEN to the Bondholders that, at the Meeting, the necessary quorum was achieved (with approximately 98.43 per cent. of the aggregate outstanding original nominal amount of the Bonds being represented at the Meeting), the Extraordinary Resolution was passed and the other Consent Conditions were satisfied, and accordingly that:


(i) execution and (where applicable) delivery of the Amendment Documents by the parties to such documents; and

(ii) the substitution of L&Q in place of the Existing Issuer as issuer of the Bonds and the implementation of the other Proposed Amendments, will take place today, 1 September 2023."


...

 

LONDON & QUADRANT HOUSING TRUST

(incorporated in England with limited liability under the Co-operative and Community Benefit Societies Act 2014 with registration number 30441R and registered with the Regulator of Social Housing under the Housing and Regeneration Act 2008, as amended by the Localism Act 2011, with number L4517)

announces consent solicitation in respect of the outstanding

£130,000,000 Guaranteed Secured Stepped Coupon Bonds due 2018 to 2033 (the Bonds)

of its subsidiary

QUADRANT HOUSING FINANCE LIMITED (the Existing Issuer)


09 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Lonse


"9 August 2023. London & Quadrant Housing Trust (L&Q) announces today an invitation (such invitation the Consent Solicitation) to Eligible Bondholders (as defined below) to consent to (i) the substitution of L&Q in place of the Existing Issuer as issuer of the Bonds, (ii) the full and final release and discharge of Ambac Assurance UK Limited (Ambac) from its guarantee in respect of the Bonds, (iii) certain changes to the terms and conditions of, and other documents relating to, the Bonds to align the Bonds with the terms of L&Q's most recent bond issue and (iv) the amendment of the security underlying the Bonds to acknowledge that such security has been granted by L&Q in respect of the Bonds and the partial release of such security from time to time in compliance with the Asset Cover Test and Minimum Performance Levels Test, all as proposed for approval by an extraordinary resolution at a meeting of the holders of the Bonds, (together, the Proposed Amendments) as further described in the Consent Solicitation Memorandum (as defined below).


...



"Details of the Bonds


Background to, and rationale for, the Consent Solicitation


The Bonds were originally issued in February 1998, and the net proceeds from the issue of the Bonds were originally advanced by the Existing Issuer to the former London & Quadrant Housing Trust (Old L&Q) and to London & Quadrant Bexley Housing Association Limited (L&Q Bexley) pursuant to the Loan Agreement. Following an amalgamation between Old L&Q and L&Q Bexley (amongst others) in March 2008 to form L&Q, L&Q is now the sole borrower under the Loan Agreement. The Bonds continue to be obligations of the Existing Issuer.


In the Consent Solicitation, L&Q is seeking to make the Bonds direct obligations of L&Q with the objective of simplifying its corporate and funding structure and aligning the Bonds with the terms by which its most recent and existing listed debt obligations have been issued and are governed."


...


 

***PREVIOUS OFFER DETAILS BELOW***


 

London & Quadrant Housing Trust announces Final Results of its Tender Offer for the £342,950,000 6.625 per cent. Secured Loan-Backed Bonds due 2038 issued by RSL Finance (No. 1) plc


20 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Lonse


...


"The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 19 June 2023.


As at the Expiration Deadline, the Offeror had received valid tenders of £47,221,000 in aggregate original nominal amount of the Bonds for purchase (equivalent to approximately £37,168,754 in aggregate outstanding (amortised) nominal amount of the Bonds).


The Issuer understands that (i) the Offeror has decided to set the Final Acceptance Amount at £35,000,000 in aggregate original nominal amount of Bonds (equivalent to approximately £27,549,319 in aggregate outstanding (amortised) nominal amount of the Bonds), and (ii) on the basis of such Final Acceptance Amount, the Offeror will accept for purchase Bonds validly tendered pursuant to the Offer subject to a Pro-ration Factor of approximately 74.15 per cent.


Pricing for the Offer took place at or around 11.00 a.m. (London time) today, and a summary of the final pricing for the Offer is set out in the following table:"



"The expected Settlement Date for the Offer, when payment of the Purchase Price and Accrued Interest will be made by or on behalf of the Offeror in respect of Bonds accepted for purchase pursuant to the Offer, is 22 June 2023.


In accordance with the Loan Agreement, the Offeror shall (following settlement of the Offer) surrender all purchased Bonds to the Issuer to be cancelled and, following such surrender and cancellation, the Facility shall be deemed to have been prepaid in full. Following settlement of the Offer, based on information shown in the records of the Clearing Systems, £135,450,000 in aggregate original nominal amount of the Bonds will remain outstanding."


...

 

London & Quadrant Housing Trust announces Indicative Results of its Tender Offer for the £342,950,000 6.625 per cent. Secured Loan-Backed Bonds due 2038 issued by RSL Finance (No. 1) plc


20 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Lonse


...


"The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 19 June 2023.


As at the Expiration Deadline, the Offeror had received valid tenders of £47,221,000 in aggregate original nominal amount of the Bonds for purchase (equivalent to approximately £37,168,754 in aggregate outstanding (amortised) nominal amount of the Bonds).


In the event the Offeror decides to accept valid tenders of Bonds pursuant to the Offer, the Issuer understands that (i) the Offeror expects to set the Final Acceptance Amount at approximately £35,000,000 in aggregate original nominal amount of Bonds (equivalent to approximately £27,549,319 in aggregate outstanding (amortised) nominal amount of the Bonds), and (ii) on the basis of such expected Final Acceptance Amount, the Offeror expects to accept for purchase Bonds validly tendered pursuant to the Offer subject to a Pro-ration Factor of approximately 74.15 per cent.

Bondholders should note that this is a non-binding indication of the level at which the Offeror expects to set the Final Acceptance Amount.


Pricing for the Offer will take place at or around 11.00 a.m. (London time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Offeror will announce whether it will accept valid tenders of Bonds pursuant to the Offer and, if so accepted, the Final Acceptance Amount (and its outstanding (amortised) nominal amount equivalent), the Benchmark Security Rate, the Purchase Yield, the Purchase Price, and (if applicable) the Pro-ration Factor that will be applied to valid tenders of Bonds.


The expected Settlement Date for the Offer, when payment of the Purchase Price and Accrued Interest will be made by or on behalf of the Offeror in respect of Bonds accepted for purchase pursuant to the Offer, is 22 June 2023."


...

 

London & Quadrant Housing Trust 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


12 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Lonse


"12 June 2023. RSL Finance (No. 1) plc (the Issuer) has been informed that London & Quadrant Housing Trust (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 12 June 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."


...



...


"Background and Rationale for the Offer


Beacon Housing Association Limited (Beacon), as borrower, entered into a loan agreement (as amended and supplemented from time to time, the Loan Agreement) on 27 October 1998 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 £35,000,000 was made available to Beacon (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 an amalgamation under the Co-operative and Community Benefit Societies Act 2014, all the rights and obligations of L&Q Beacon Homes Limited (formerly known as Beacon Housing Association Limited) 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 £35,000,000 in aggregate original nominal amount of the Bonds, which is equal to £27,549,319 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."


...

Tags:

11 views0 comments

Comentarios


bottom of page