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 5 May 2017 in which the Issuer informed
Noteholders that two Borrowers, Midland Heart Limited and The
Riverside Group Limited provided notice of prepayment of their
respective loans, in each case, together with interest accrued up
to the date of prepayment and the relevant Prepayment Premium on
the next Combined Payment Date (as defined in each respective Loan
Agreement and the Consent Solicitation Memorandum) on 5 June 2017.
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
respective prepayments:
Midland Heart Limited
-
£8,927,802.00 being the total principal outstanding under its
loans
-
£312,195.70 of interest accrued up to the date of the
prepayment;
-
£3,021,721.30 comprising the relevant Prepayment Premium.
-
£53,428.80 of outstanding fees, costs and expenses payable by
Midland Heart Limited.
The Riverside Group Limited
-
£10,432,898.96 being the total principal outstanding under its
loan
-
£446,089.88 of interest accrued up to the date of the
prepayment
-
£4,505,511.16 comprising the relevant Prepayment Premium.
-
£55,976.04 of outstanding fees, costs and expenses payable by
The Riverside Group Limited.
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 June 2017 in accordance with the
terms of the Transaction Documents.
Queries may be addressed to the Issuer
as follows:
Housing Association Funding PLC:
Address:
4th Floor, 40 Dukes Place, London
EC3A 7NH
Attention:
The Directors
Telephone:
+ 44 207 7397 6372
Email:
spvservices@capitafiduciary.co.uk
HOUSING ASSOCIATION FUNDING PLC
5 June
2017