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 consent solicitation memorandum issued by the
Issuer at the request of the Borrower dated 22 December 2016 (the "Consent Solicitation
Memorandum") and notice of the Issuer dated 16 January 2017 in which the Issuer informed the
Noteholders that an Extraordinary Resolution of Noteholders was
passed to, amongst other things, approve a proposal to amend the
terms of certain of the Transaction Documents to permit each
Borrower to implement a voluntary early prepayment (in full) of the
relevant Loan Agreement and require the Issuer to effect a
corresponding pro-rata redemption of the Notes.
We hereby inform the Noteholders that a letter was received from
Paradigm Homes Charitable Housing Association Limited (formerly
Chiltern Hundreds Housing Association Limited) ("Paradigm") in
which Paradigm had irrevocably undertaken to prepay the whole of
the outstanding balance of its loan (an amount of £3,262,874.85)
together with interest accrued up to 5
December 2018 and any relevant Prepayment Premium due.
In its letter, Paradigm has provided notice of prepayment of
their loan on the next Combined Payment Date (as defined in its
Loan Agreement) on 5 December 2018 in
accordance with the terms of its Loan Agreement, as amended on
31 January 2017.
In its notice to the Issuer, Paradigm has confirmed it will
prepay £3,262,874.85 being the total principal outstanding under
its loan, in each case together with interest accrued up to the
date of the prepayment and the relevant Prepayment Premium (as
defined in the Loan Agreement and the Consent Solicitation
Memorandum).
Pursuant to the Supplemental Trust Deed, the amount of the
prepayment is required to be applied towards redeeming the Notes on
the Interest Payment Date (as defined in the Trust Deed) falling on
7 December 2018 in accordance with
the terms of the Transaction Documents.
Queries may be addressed to the Issuer as follows:
Housing Association Funding PLC:
Address:
6th Floor 65 Gresham Street, London,
United Kingdom, EC2V 7NQ
Attention:
The Directors
Telephone:
+ 44 207 7397 6372
Email:
spvservices@linkgroup.co.uk
HOUSING ASSOCIATION FUNDING PLC
18 October
2018
For and on behalf of
Link Trust Corporate Limited
(Director)