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
Optivo (formerly known as Servite Houses and Viridian Housing)
(“Optivo”) in which Optivo had irrevocably undertaken to
prepay the whole of the outstanding balance of its loan (an amount
of £20,137,568.05) together with interest accrued up to
4 June 2021 and any relevant
Prepayment Premium due.
In its letter, Optivo has provided notice of prepayment of their
loan on the next Combined Payment Date (as defined in its Loan
Agreement) on 4 June 2021 in
accordance with the terms of its Loan Agreement, as amended on
31 January 2017.
In its notice to the Issuer, Optivo has confirmed it will prepay
£20,137,568.05 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 June 2021 in accordance with the
terms of the Transaction Documents.
Queries may be addressed to the Issuer
as follows:
Housing Association Funding PLC:
Address:
125 Wood Street, London, United
Kingdom, EC2V 7AN
Attention:
The Directors
Telephone:
+44 203 994 7157
Email:
spvservices@apexfs.com
HOUSING ASSOCIATION FUNDING PLC
13 April
2021
