Swan Housing Capital M&G Bond Trustee Update (3240I)

TIDM61HI

RNS Number : 3240I

Swan Housing Capital

01 December 2022

Swan Housing Capital plc

1 December 2022

Swan Housing Capital plc

GBP250,000,000 3.625 per cent. Secured Bonds due 2048

(the Bonds)

Terms used but not otherwise defined in this notice shall have the meanings given to them in the Bond Trust Deed constituting the Bonds dated 5 March 2015 between Swan Housing Capital plc (the Issuer) and M&G Trustee Company Limited as Bond Trustee (M&G) (the Bond Trust Deed) and the Original Loan Agreement between the Issuer, Swan Housing Association Limited (the Borrower) and M&G as Security Trustee (the Loan Agreement).

Reference is made to the RNS announcement dated 10 October 2022 (the Original RNS) made by M&G in relation to:

(a) the failure by the Borrower to deliver to M&G as Security Trustee the consolidated audited financial statements of the Group Parent pursuant to, and in accordance with the time periods required under, the Loan Agreement (the Swan HA Breach); and

(b) the failure by the Issuer to deliver to M&G as Bond Trustee its balance sheet, profit and loss account and report pursuant to, and in accordance with the time periods required under, the Bond Trust Deed (the Issuer Breach and, together with the Swan HA Breach, the Breaches).

M&G understands, from its continuing discussions with the Borrower and the Sanctuary Group, that:

(i) although the Sanctuary merger did not complete by 30 November 2022 as originally expected, the Borrower's merger discussions with the Sanctuary Group are ongoing;

(ii) the Sanctuary merger has been approved by the boards of the Borrower and Sanctuary but remains subject to third party consents; and

(iii) the Borrower is continuing to engage with its auditors to ensure that its auditors complete their audit of the Borrower's financial statements for its financial year ended 31 March 2022.

Despite the delay to the previously expected timetable, M&G is not aware of any adverse developments that would cause it to reassess its position referred to in the Original RNS, namely that it is currently minded not to serve the notices referred to in Clause 14.3 (Breach of Other Obligations) of the Loan Agreement and Condition 12.1(b) (Events of Default) to enable sufficient time for the merger to take effect and the Breaches to be cured unless directed and indemnified, secured and/or pre-funded to its satisfaction in accordance with Condition 12.2 (Enforcement).

M&G and its advisers are continuing to monitor developments in respect of the Breaches and the Sanctuary merger.

M&G reserves all of the rights, powers, claims and remedies available to it under the Transaction Documents and applicable law. No delay or forbearance by M&G to exercise any right or remedy accruing under the terms of the Transaction Documents or other documentation relating thereto, or under applicable law, shall impair any such right or remedy or constitute a waiver thereof or an acquiescence thereto.

Please note that this notice is not intended and should not be construed as investment, accounting, financial, legal, tax, or other advice by or on behalf of M&G, or its directors, officers, affiliates, employees or advisors. Each person or entity receiving this notice should seek the advice of its own advisors in respect of the matters set forth herein.

This notice is given by:

M&G Trustee Company Limited

10 Fenchurch Street

London EC3M 5AG

Telephone: [phone]

Email: [e-mail]

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December 01, 2022 10:57 ET (15:57 GMT)