London & Quadrant Housing Trust - Tender Offer - Indicative Results

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

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"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."

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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."

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"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."

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