Notice to Noteholders

PRS Finance PLC

01 December 2023

 

Issuer: PRS Finance plc

Date: 01 December 2023

PRS FINANCE PLC

(the "Issuer")

(incorporated with limited liability in England and Wales

with registration number 09331085)

Notice of Early Redemption in Part of the

1.750 per cent. Guaranteed Secured Bonds due 2026 (ISIN XS1523000856)

This announcement is released by PRS Finance plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (as it forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) (UK MAR). For the purposes of UK MAR and Article 2 of the Commission Implementing Regulation (EU) 2016/1055 (as it forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018), this announcement is made by Susan Abrahams on behalf of Intertrust Directors 1 Limited as Director of PRS Finance plc.

Notice of Early Redemption in Part

In accordance with Condition 10.3 (Early Redemption) and Condition 18 (Notices), the Issuer gives notice to the holders of the Issuer's 1.750 per cent. Guaranteed Secured Bonds due 2026, ISIN XS1523000856 (the "Bonds") of the Issuer's intention to redeem the Bonds early in part a Loan Optional Repayment Event.

The Issuer has today received amounts in prepayment of a Loan equal to £39,400,000 (the "Prepayment Amount") and, accordingly, in accordance with Conditions 10.3 (Early Redemption) and 10.4 (Partial Redemption) the Issuer is required to redeem the Bonds in part at the higher of an amount equal to the Prepayment Amount and an amount calculated in accordance with Condition 10.3(a)(ii)(B) together with interest accrued from and including 24 November 2023, being the previous interest payment date, up to (but excluding) 12 December 2023, being the date for redemption and the date falling seven Business Days after today.

In accordance with Condition 10.3(a)(ii):

The Gross Redemption Yield is: 1.750 per cent.

The Determination Date at which the Gross Redemption Yield was calculated was 24 November 2023 

The redemption amount is: £39,400,000.00 (excluding accrued interest)

The accrued interest is: £34,096.15

Total payment in respect of this redemption is: £39,434,096.15

Following such early redemption, the redeemed Bonds will be cancelled (where applicable) in accordance with Condition 10.7 (Cancellation).

Pursuant to clause 8.1 of the Retained Bond Custody Agreement, the Issuer waives all amounts of principal and interest due in respect of the Retained Bonds.

Pursuant to Condition 10.7 (Cancellation), the Issuer has elected to cancel an amount of £244,751.19                                          of Retained Bonds.

Following the early redemption, the pool factor to be applied to the Bonds will be:                                             0.890494231, giving an aggregate outstanding principal amount of Bonds in issue of                                £635,819,114.09 of which £3,925,298.60 are Retained Bonds held by or on behalf of the Issuer.

Capitalised terms used in this notice but not defined in this notice shall have the meanings given to them in the Conditions set out in the Programme Memorandum of the Issuer dated 4 November 2016.

For further information, please contact ARA Venn (a trading name of Venn Partners LLP).

Email: [e-mail]

Tel: [phone]

Holders of Bonds which are held by Euroclear or Clearstream, Luxembourg should contact the relevant corporate actions departments within the Clearing Systems for further information.

DISCLAIMER - INTENDED ADDRESSEES

This announcement does not constitute an offering of securities and is not for distribution in the United States. The securities described in the Programme Memorandum and the Pricing Supplement (the "Securities") have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any relevant securities laws of any state of the United States of America and are subject to U.S. tax law requirements. Subject to certain exceptions, the Securities may not be offered or sold directly or indirectly within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America, as such terms are defined in Regulation S under the Securities Act. Any forwarding, distribution or reproduction of the Programme Memorandum in whole or in part is prohibited. Failure to comply with this notice may result in a violation of the Securities Act or the applicable laws of other jurisdictions. There will be no public offering of the Securities in the United States.

Your right to access this service is conditional upon complying with the above requirements. In particular, your accessing this service will constitute your representation that you are not in the United States and you are not a U.S. person within the meaning of Regulation S under the Securities Act and the U.S. Internal Revenue Code and regulations thereunder.

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