Housing Association Funding Plc - Notice to Noteholders

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.

Full Redemption occurring on the June 2021 IPD

We refer to the notice of the Issuer dated 4 June 2021 in which the Issuer informed Noteholders that it received funds from Optivo (formerly known as Servite Houses and Viridian Housing) (“Optivo”)  in relation to the prepayment of its loan.

Pursuant to the Supplemental Trust Deed, the amount of the prepayment was, as is required, applied to redeem the Notes and pay Noteholders on the Interest Payment Date (as defined in the Trust Deed) falling in June 2021 (the “June 2021 IPD”) in accordance with the terms of the Transaction Documents as follows (the “June 2021 Redemption”):

• £20,265,618.43 was applied to redeem the Notes.  This amount forms the total principal amount due and payable and which was applied to redeem the Notes on the June 2021 IPD of £22,551,352.41
• £835,956.76 was applied in payment of interest due and payable in respect of the Notes.  This amount forms the total interest amount due and payable and which was applied in respect of the Notes on the June 2021 IPD of £2,416,036.04;
• £5,233,674.90 was applied in payment of the Prepayment Premium; and
• £55,935.50 was or will be applied in repayment of outstanding fees, costs and expenses incurred by the transaction parties;

The Issuer wishes to inform Noteholders following the June 2021 Redemption, that the column headed “Principal Amount to be redeemed per £100” and the column headed “Principal Amount Outstanding Per £100 After Redemption”, in each case set out under the heading Mandatory Amortising Redemption at Condition 5(b) of the Notes shall be adjusted pursuant Condition 5(b) of the Notes.  This follows the adjustment set out in a notice to Noteholders dated 7 December 2018.  The figures in the column headed Principal Amount to be Redeemed per £100 shall be replaced with the figures in the column headed “New Principal to be Redeemed per £100” and the figures in the column headed and the column headed “Principal Amount Outstanding Per £100 After Redemption” shall be replaced with the figures in the column headed “New Principal Amount Outstanding per £100 after redemption”, in each case, as set out below:

Interest Payment Date	Previous Principal to be redeemed per £100	New Principal to be redeemed per £100	Previous Principal Amount Outstanding per £100 after redemption	New Principal Amount Outstanding per £100 after redemption
7 December 2021	1.89275194	1.23785327	28.64489841	18.73366525
7 June 2022	1.97082796	1.28891472	26.75214647	17.49581198
7 December 2022	2.05212462	1.34208246	24.78131851	16.20689726
7 June 2023	2.13677475	1.39744336	22.72919389	14.86481480
7 December 2023	2.22491672	1.45508790	20.59241914	13.46737144
7 June 2024	2.31669453	1.51511027	18.36750242	12.01228355
7 December 2024	2.41225818	1.57760857	16.05080789	10.49717328
7 June 2025	2.51176383	1.64268492	13.63854972	8.91956471
7 December 2025	2.61537409	1.71044568	11.12678589	7.27687979
7 June 2026	2.72325827	1.78100156	8.51141180	5.56643411
7 December 2026	2.83559267	1.85446787	5.78815354	3.78543255
7 June 2027	2.95256087	1.93096467	2.95256087	1.93096467

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:             [phone]

Email:                    [e-mail]

HOUSING ASSOCIATION FUNDING PLC

8 June 2021

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