Housing Assn Funding Notice to Noteholders

 
TIDM32EK TIDMBK48 
 
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 
 
To the holders 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 notice of the Issuer dated 4 November 2022 in which the Issuer 
informed Noteholders that the Issuer received the following notices of 
prepayment from the following borrowers (the "Borrowers"): 
 
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; 
 
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; 
 
2.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 
 
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. 
 
Pursuant to the terms of the Loan Agreement the Issuer notified the Borrowers 
and the Trustee of the price determined by the Issuer's financial adviser under 
Condition 5(g) for the corresponding redemption of the Notes over par (if any). 
 
The Issuer has received the following amounts in relation to the prepayment: 
 
Dewent 
 
  * £3,531,535.25 being the total principal outstanding under its loans. 
  * £456,761.97 comprising the relevant Combined Payment. 
  * £226,921.08 comprising the relevant Prepayment Premium. 
  * Outstanding fees, costs and expenses currently under discussion and payable 
    by Dewent. 
 
Home Group 
 
  * £5,258,032.73 being the total principal outstanding under its loans. 
  * £716,083.56 comprising the relevant Combined Payment. 
  * £634,245.89 comprising the relevant Prepayment Premium. 
  * Outstanding fees, costs and expenses currently under discussion and payable 
    by Home Group. 
 
Stonewater 
 
  * £11,600,754.15 being the total principal outstanding under its loans. 
  * £1,538,043.50 comprising the relevant Combined Payment. 
  * £1,055,044.68 comprising the relevant Prepayment Premium. 
  * Outstanding fees, costs and expenses currently under discussion and payable 
    by Stonewater. 
 
Metropolitan 
 
  * £6,339,884.99 being the total principal outstanding under its loans. 
  * £813,368.25 comprising the relevant Combined Payment. 
  * £352,898.67 comprising the relevant Prepayment Premium. 
  * Outstanding fees, costs and expenses currently under discussion and payable 
    by Metropolitan. 
 
Pursuant to the Supplemental Trust Deed, the amount of the prepayment is 
required to be applied to redeem the Notes on the Interest Payment Date (as 
defined in the Trust Deed) falling on 7 December 2022 in accordance with the 
terms of the Transaction Documents. 
 
Queries may be addressed to the Issuer as follows: 
 
Housing Association Funding PLC: 
 
Address:               Bastion House, 6th Floor, 140 London Wall, London, 
England, EC2Y 5DN 
 
Attention:              The Directors 
 
Telephone:            +44 203 994 7157 
 
Email:                   spvservices@apexfs.com 
 
HOUSING ASSOCIATION FUNDING PLC 
 
2 December 2022 
 
 
 
END
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