RSL Finance (No.1) Plc - Notice of Indicative Tender Offer

Clarion Housing Association Limited 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).

30 March 2023.  RSL Finance (No. 1) plc (the Issuer) has been informed that Clarion Housing Association Limited (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 22 March 2023 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 22 March 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 29 March 2023. 

As at the Expiration Deadline, the Offeror had received valid tenders of £118,166,000 in aggregate original nominal amount of the Bonds for purchase (equivalent to approximately £94,695,455.50 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 £40,000,000 in aggregate original nominal amount of Bonds (equivalent to approximately £32,055,060 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 33.871 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 will be made by or on behalf of the Offeror in respect of Bonds accepted for purchase pursuant to the Offer, is 31 March 2023. In respect of the Purchase Price, each Bondholder whose Bonds are accepted for purchase pursuant to the Offer will receive (i) a payment of £14.2531 per £1,000 in original nominal amount of Bonds so accepted (corresponding to the scheduled amortisation amount due (pursuant to the terms and conditions of the Bonds) on 31 March 2023 in respect of Bonds not accepted for purchase pursuant to the Offer) and (ii) a separate payment representing the balance of the Purchase Price payable to such Bondholder.     

As 31 March 2023 is an interest payment date in respect of the Bonds, the Issuer will make payment of accrued interest in respect of all outstanding Bonds on such date in accordance with the terms and conditions of the Bonds, and accordingly no Accrued Interest will be payable by the Offeror in connection with settlement of the Offer.

NatWest Markets Plc (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]) is acting as Sole Dealer Manager for the Offer.

Kroll Issuer Services Limited (Telephone: [phone]; Attention: Owen Morris; Email: [e-mail]; Offer Website: https://deals.is.kroll.com/rslfinance) 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.

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