RSL Finance (No.1) Plc Indicative Results of Tender Offer
20 June 2023 - 7:24PM
UK Regulatory
TIDM68EO
London & Quadrant Housing Trust 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).
20 June 2023. RSL Finance (No. 1) plc (the Issuer) has been informed that
London & Quadrant Housing Trust (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 12 June 2023 and was made on the terms and subject to
the conditions contained in the tender offer memorandum dated 12 June 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 19 June
2023.
As at the Expiration Deadline, the Offeror had received valid tenders of
£47,221,000 in aggregate original nominal amount of the Bonds for purchase
(equivalent to approximately £37,168,754 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 £35,000,000 in aggregate original nominal
amount of Bonds (equivalent to approximately £27,549,319 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 74.15 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
and Accrued Interest will be made by or on behalf of the Offeror in respect of
Bonds accepted for purchase pursuant to the Offer, is 22 June 2023.
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: Harry
Ringrose; Email: mailto:lqgroup@is.kroll.com; Offer Website:
https://deals.is.kroll.com/lqgroup) 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.
This information was brought to you by Cision http://news.cision.com
END
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