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.