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REG - Swan Housing Capital - M&G Bond Trustee Update

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RNS Number : 3240I  Swan Housing Capital  01 December 2022

Swan Housing Capital plc

1 December 2022

Swan Housing Capital plc

£250,000,000 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: 020 7220 7588

Email: trustees@mandg.com

 

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.

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