31 Mar 2023 17:16
31 March 2023
Notice of changes to the Guarantors in respect of the Places for People Homes Limited and Places for People Treasury plc £2,000,000,000 Euro Medium Term Note Programme (the Programme) and the Notes issued and outstanding thereunder
We refer to the above Programme and the following Notes which have been issued and remain outstanding under the Programme:
(a) Series 6 £40,000,000 0.75 per cent. Index Linked Notes due 2028 by PfP Treasury on 28 June 2016, guaranteed by PfP Homes, PfP Living+ and Cotman;
(b) Series 7 £400,000,000 2.875 per cent. Guaranteed Notes due 2026 by PfP Treasury on 17 August 2016, guaranteed by PfP Homes, PfP Living+ and Cotman;
(c) Series 8 HKD 350,000,000 3.250 per cent. Guaranteed Notes due August 2023 by PfP Treasury on 30 August 2017, guaranteed by PfP Homes, PfP Living+, Cotman and Derwent Housing Association Limited (Derwent);
(d) Series 9 HKD 350,000,000 3.350 per cent. Guaranteed Notes due August 2024 by PfP Treasury on 31 August 2017, guaranteed by PfP Homes, PfP Living+, Cotman and Derwent;
(e) Series 10 £250,000,000 3.625 per cent. Guaranteed Notes due 2028 issued by PfP Homes on 22 November 2017, guaranteed by PfP Living+, Cotman and Derwent;
(f) Series 11 HKD 980,000,000 3.90 per cent. Guaranteed Notes due June 2025 by PfP Treasury on 5 June 2018, guaranteed by PfP Homes, PfP Living+, Cotman and Derwent;
(g) Series 12 JPY 10,000,000,000 1.21 per cent. Guaranteed Notes due 14 June 2028 by PfP Treasury on 14 June 2018, guaranteed by PfP Homes, PfP Living+, Cotman and Derwent;
(h) Series 13 EUR 50,000,000 2.32 per cent. Guaranteed Notes due 2034 by PfP Treasury on 3 May 2019, guaranteed by PfP Homes, PfP Living+, Cotman and Derwent;
(i) Series 14 EUR 100,000,000 2.50 per cent. Guaranteed Notes due 2039 by PfP Treasury on 3 May 2019, guaranteed by PfP Homes, PfP Living+, Cotman and Derwent;
(j) Series 15 £300,000,000 2.50 per cent. Guaranteed Sustainability Notes due 28 January 2036 by PfP Treasury on 26 January 2022 guaranteed by PfP Homes, PfP Living+, Castle Rock Edinvar Housing Association Limited, Cotman and Derwent; and
(k) Series 16 HKD 811,000,000 4.665 per cent. Guaranteed Notes due January 2033 by PfP Treasury on 25 January 2023 guaranteed by PfP Homes, PfP Living+, Castle Rock Edinvar Housing Association Limited, Cotman and Derwent,
((a) to (k) above being the Relevant Notes and (c) to (k) being the Derwent Guaranteed Notes)
Further to consent received from M&G Trustee Company Limited (in its capacity as Trustee in respect of Notes issued under the Programme) on 12 January 2023, pursuant to Clause 15(j) of the Trust Deed (as separately defined in the terms and conditions of each series of Relevant Notes (the Conditions)) and receipt of all other necessary approvals and regulatory consents, on 31 March 2023 the Places for People group of companies undertook a group reorganisation pursuant to which (i) Chorus Homes Limited accepted a transfer of engagements from Chorus Homes Group Limited and (ii) PfP Living+ (a Registered Provider of Social Housing with charitable status) accepted a transfer of engagements from Chorus Homes Limited, Cotman and Derwent. As such, on 31 March 2023, by operation of law pursuant to section 110 of the Co-operative and Community Benefit Societies Act 2014 (the Act), all property and liabilities of Cotman and Derwent (including, without limitation, their obligations as Guarantors in respect of (in the case of Cotman) the Relevant Notes and (in the case of Derwent) the Derwent Guaranteed Notes)) have become vested in PfP Living+ and PfP Living+ shall, henceforth, be responsible for all the liabilities of Cotman and Derwent pursuant to the Act (the Existing Guarantor Reorganisation).
As the Trustee has provided its consent to the Existing Guarantor Reorganisation, no Event of Default or potential Event of Default (as defined in the Conditions) has occurred or will occur as a result of the Existing Guarantor Reorganisation.
For further information, please contact:
Places for PeopleTax and Treasury Director305 Gray's Inn Road London WC1X 8QR
Telephone: +44 (0)1772 897 200
Email: matt.cooper@placesforpeople.co.uk
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