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.