Honours PLC Completion of Redemption (3074V)

TIDMBM19

RNS Number : 3074V

Honours PLC

02 December 2019

2 December 2019

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

HONOURS PLC

(the Issuer)

(incorporated with limited liability in England and Wales with registered number 03702189)

To the holders of those of the:

GBP291,950,000 Class A1 Asset Backed Floating Rate Notes due 2029 (ISIN: XS0273149962)

GBP54,200,000 Class A2 Asset Backed Floating Rate Notes due 2029 (ISIN: XS0273152677)

GBP33,350,000 Class B Asset Backed Floating Rate Notes due 2029 (ISIN: XS0273153998)

GBP18,000,000 Class C Asset Backed Floating Rate Notes due 2029 (ISIN: XS0273156587)

GBP11,950,000 Class D Asset Backed Floating Rate Notes due 2029 (ISIN: XS0273158443)

GBP8,750,000 Class E Asset Backed Floating Rate Notes due 2029 (ISIN: XS0273159250)

of the Issuer presently outstanding

(the Noteholders and the Notes respectively).

Announcement relating to the completion of the implementation of the Remediation Plan

NOTICE IS HEREBY GIVEN to the Noteholders that:

1) as previously notified to Noteholders in the notices dated 11 June 2019 and 26 June 2019, the Noteholders of each Class of Notes approved and passed certain extraordinary resolutions (the Extraordinary Resolutions) in connection with the (i) implementation of the remediation plan proposed by the Issuer (the Remediation Plan), and (ii) release and application of the cash paid by Capita Customer Management Limited (Capita) to the Issuer in full and final settlement of any claims the Issuer may have against Capita for certain regulatory breaches, standing to the credit of a separate account of the Issuer (the Settlement Account);

2) since the approval and passing of the Extraordinary Resolutions, the Remediation Plan was finalised and both Deloitte LLP (Deloitte) and Link Financial Outsourcing Limited (LFO) commenced with the implementation of the Remediation Plan, which is now complete;

3) in summary, a total amount of circa GBP5.9 million has been withdrawn from the Settlement Account in connection with the implementation of the Remediation Plan and has been applied in accordance with the Extraordinary Resolutions as follows:

a) circa GBP3.1 million has been refunded by way of cash refunds to the affected borrowers or by way of adjustments to the account balances of the affected borrowers (with an additional circa GBP0.16 million still to be refunded to untraceable affected borrowers, which amount is currently being held in LFO's separate trust account for a period of 6 months, whereafter any amounts not capable of being paid to the relevant affected borrowers will be transferred by LFO back into the Settlement Account to be utilised as contemplated in paragraph 4(c) below);

b) GBP1 million has been used to reimburse the structure in respect of third party costs (including legal and financial advisory costs) incurred by the structure up to and including 31 March 2019 in connection with (i) dealing with the non-compliance issues in relation to the CCA, including negotiating and finalising the settlement with Capita, and (ii) the formulation of the Remediation Plan (the Historical Costs); and

c) circa GBP1.5 million has been paid in connection with (i) Deloitte's and LFO's costs relating to the implementation of the Remediation Plan, and (ii) all third party costs (including, without limitation, any legal and financial advisory costs) incurred after 31 March 2019 to date in connection with (i) the formulation and implementation of the Remediation Plan, and (ii) the consent solicitation process; and

4) as at the date hereof, the remaining balance in the Settlement Account is circa GBP2.24 million:

a) circa GBP0.64 million is being held pending Honours obtaining payment instructions from the Authority in order to be able to pay to the Authority the cash refund still owing to the Authority;

b) GBP1,500,000 will be held for a period of 36 months (the Reserve Period) to be used to meet any potential future liability, costs, claims, expenses or losses to the Honours structure as a result of any borrower and/or the Authority making any claim or demand or taking any action against the Issuer and/or the Purchaser in connection with the Remediation Plan or arising as a result of the non-compliance issues in relation to the CCA, and after the Reserve Period will be released down the waterfall; and

c) the balance remaining, after deducting the amounts referred to in paragraphs 4(a) and 4(b) above, being used to pay any amounts incurred in connection with the implementation of the Remediation Plan and not yet paid for as described above or otherwise retained in the Settlement Account and after the Reserve Period released down the waterfall.

Capitalised terms in this notice shall, except where the context otherwise requires and save where otherwise defined herein, bear the meanings ascribed to them in the Transaction Master Definitions and Framework Deed between, inter alios, the Issuer and the Security Trustee dated 10 November 2006, copies of which are available for inspection during usual business hours at the offices of the Issuer set out below.

For further information, please contact:

Honours plc

Third Floor

1 King's Arms Yard

London EC2R 7AF

   Attention:         The Directors 
   Telephone:       [phone] 
   Fax:                 [phone] 
   e-mail:             [e-mail] 
   Ref:                 Honours PLC 

DISCLAIMER

This Document does not contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person in the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this Document may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the Securities Act) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The offer and sale of the securities referred to in this Document has not been and will not be registered under the Securities Act. There will be no public offer of the securities in the United States.

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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December 02, 2019 04:34 ET (09:34 GMT)