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.
We refer to the consent solicitation memorandum issued by the
Issuer at the request of the Borrower dated 22 December 2016 (the “Consent Solicitation
Memorandum”) and notice of the Issuer dated 16 January 2017 in which the Issuer informed the
Noteholders that an Extraordinary Resolution of Noteholders was
passed to, amongst other things, approve a proposal to amend the
terms of certain of the Transaction Documents to permit each
Borrower to implement a voluntary early prepayment (in full) of the
relevant Loan Agreement and require the Issuer to effect a
corresponding pro-rata redemption of the Notes.
We hereby inform the Noteholders that a letter was received from
A2 Dominion South Limited (formerly known as Airways Housing
Society Limited) (“A2 Dominion South Limited”) in which A2
Dominion South Limited had irrevocably undertaken to prepay the
whole of the outstanding balance of its loan (an amount of
£3,373,114.98) together with interest accrued up to 6 December 2021 and any relevant Prepayment
Premium due.
In its letter, A2 Dominion South Limited has provided notice of
prepayment of their loan on the next Combined Payment Date (as
defined in its Loan Agreement) on 6 December
2021 in accordance with the terms of its Loan Agreement, as
amended on 31 January 2017.
In its notice to the Issuer, A2 Dominion South Limited has
confirmed it will prepay £3,373,114.98 being the total principal
outstanding under its loan, in each case together with interest
accrued up to the date of the prepayment and the relevant
Prepayment Premium (as defined in the Loan Agreement and the
Consent Solicitation Memorandum).
Pursuant to the Supplemental Trust Deed, the amount of the
prepayment is required to be applied towards redeeming the Notes on
the Interest Payment Date (as defined in the Trust Deed) falling on
7 December 2021 in accordance with
the terms of the Transaction Documents.
Queries may be addressed to the Issuer
as follows:
Housing Association Funding PLC:
Address:
Bastion House, 6th Floor, 140 London Wall, London, England, EC2Y 5DN
Attention:
The Directors
Telephone: +44 203
994 7157
Email:
spvservices@apexfs.com
HOUSING ASSOCIATION FUNDING PLC
4 November
2021