RSL Fin (No.1) Plc Notice of Indicative Tender Offer

 
TIDM68EO 
 
Clarion Housing Association Limited 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 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON 
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND 
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN 
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED 
STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO 
OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM 
IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT 
 
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR 
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF 
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW 
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (EUWA). 
 
30 March 2023.  RSL Finance (No. 1) plc (the Issuer) has been informed that 
Clarion Housing Association Limited (the Offeror) is today announcing the 
indicative results of the Offeror's 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 was announced on 22 March 2023 and was 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. Capitalised terms used 
in this announcement but not defined have the meanings given to them in the 
Tender Offer Memorandum. 
 
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 29 March 
2023. 
 
As at the Expiration Deadline, the Offeror had received valid tenders of £ 
118,166,000 in aggregate original nominal amount of the Bonds for purchase 
(equivalent to approximately £94,695,455.50 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 £40,000,000 in aggregate original nominal 
amount of Bonds (equivalent to approximately £32,055,060 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 33.871 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 
will be made by or on behalf of the Offeror in respect of Bonds accepted for 
purchase pursuant to the Offer, is 31 March 2023. In respect of the Purchase 
Price, each Bondholder whose Bonds are accepted for purchase pursuant to the 
Offer will receive (i) a payment of £14.2531 per £1,000 in original nominal 
amount of Bonds so accepted (corresponding to the scheduled amortisation amount 
due (pursuant to the terms and conditions of the Bonds) on 31 March 2023 in 
respect of Bonds not accepted for purchase pursuant to the Offer) and (ii) a 
separate payment representing the balance of the Purchase Price payable to such 
Bondholder. 
 
As 31 March 2023 is an interest payment date in respect of the Bonds, the 
Issuer will make payment of accrued interest in respect of all outstanding 
Bonds on such date in accordance with the terms and conditions of the Bonds, 
and accordingly no Accrued Interest will be payable by the Offeror in 
connection with settlement of the Offer. 
 
NatWest Markets Plc (Telephone: +44 20 7678 5222; Attention: Liability 
Management; Email: NWMLiabilityManagement@natwestmarkets.com) is acting as Sole 
Dealer Manager for the Offer. 
 
Kroll Issuer Services Limited (Telephone: +40 20 7704 0880; Attention: Owen 
Morris; Email: rslfinance@is.kroll.com; Offer Website: https:// 
deals.is.kroll.com/rslfinance) is acting as Tender Agent for the Offer. 
 
DISCLAIMER This announcement must be read in conjunction with the Tender Offer 
Memorandum.  No offer or invitation to acquire any securities is being made 
pursuant to this announcement. The distribution of this announcement and the 
Tender Offer Memorandum in certain jurisdictions may be restricted by law. 
Persons into whose possession this announcement and/or the Tender Offer 
Memorandum comes are required by each of the Offeror, the Sole Dealer Manager 
and the Tender Agent to inform themselves about, and to observe, any such 
restrictions. 
 
This announcement is made by RSL Finance (No. 1) plc and contains information 
that qualified or may have qualified as inside information for the purposes of 
Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK 
domestic law by virtue of the EUWA (UK MAR), encompassing information relating 
to the indicative results of the Offer described above. For the purposes of UK 
MAR and the Implementing Technical Standards, this announcement is made by the 
Directors of the Issuer. 
 
The Issuer has no involvement in the Offer.  Neither the Issuer nor any of its 
directors, officers, employees or affiliates expresses any opinion on the 
merits of, or makes any representation or recommendation whatsoever regarding, 
the Offer, and neither the Issuer nor any of its directors, officers, employees 
or affiliates accepts any responsibility for the accuracy or completeness of 
any of the information concerning the Offer, the Issuer, the Offeror or any 
other person in connection with the Offer, or the factual statements contained 
in, or the effect or effectiveness of, the Tender Offer Memorandum. 
 
 
 
END
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