Partial Prepayment

TRFC 2013-1 PLC

30 June 2026

 

Issuer: TRFC 2013-1 plc

Date: 30 June 2026

TRFC 2013-1 PLC

(the "Issuer")

(incorporated with limited liability in England and Wales

with registration number 8719400)

Notice of Early Redemption in Part of the

£66,000,000 2.928% Secured RPI-Linked Notes due 2036 (ISIN XS1006069766)

This announcement is released by TRFC 2013-1 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 CSC Directors (No. 3) Limited (previously known as Intertrust Directors 1 Limited) as Director of TRFC 2013-1 plc.

Change of Control

Gresham VCT1 and Gresham VCT2 (together the "Sellers") has sold 100% of their equity interests in, among other companies, Lunar 3 and each of Lunar 1 Limited, Lunar 2 Limited, Vicarage Solar Limited and New Energy Era Limited (together the "Obligors") and their subsidiaries (the "Equity Interests") to LunarAsset Holdco Limited (the "Buyer") (the "Sale"). On completion of the Sale ("Completion"), the Obligors and each of the other Borrowers became subsidiaries of the Buyer.

Following the change of control of the above named OpCo Borrowers, certain amendments were made to key contacts, including the termination of the Management Services Agreement which was immediately replaced with (i) a transitional services agreement between Gresham House Asset Management Limited, the Buyer and each of the OpCo Borrowers (the "Transitional Services Agreement") and (ii) a new management services agreement between True Green Capital Management LLC (the "New Borrower Corporate Administrator"), the Buyer and each of the OpCo Borrowers (the "New Management Services Agreement").

Consent to the termination of Management Services Agreement and entry into the Transitional Services Agreement and the New Management Services Agreement was granted by the Controlling Party in accordance with the Borrower Loan Agreement.

Transaction Amendments

Subsequently, on 22 June 2026 certain amendments were made to the following Transaction Documents to reflect the consequential changes needed as a result of the Sale and to reflect certain changes to the commercial terms which have been agreed between the Buyer and each Noteholder:

a)   the Borrower Loan Agreement;

b)   the Borrower Cash Management Agreement;

c)   the Borrower Master Definitions Schedule;

d)   the Trust Deed; and

e)   the Agency Agreement,

the "Amendment Documents".

The amendments to be made to the Amendment Documents, including in particular the amendment to Condition 8(b)(ii) (Mandatory redemption) of Schedule 3 (Terms and Conditions of the Notes) of the Trust Deed, will require a one-off repayment of principal to be made by the Issuer to the Noteholders on a date which is not a Note Interest Payment Date (the "30 June Repayment").

Following instructions from the Noteholders, the Issuer Security Trustee has consented to the steps required to facilitate the 30 June Repayment.

Mandatory Prepayment Redemption

In accordance with Condition  8(b)(ii) (Mandatory Redemption), the Issuer gives notice to the holders of the Issuer's 66,000,000 2.928% Secured RPI-Linked Notes due 2036 (ISIN XS1006069766) (the "Notes") of the Issuer's intention to redeem the Notes in part on 30 June, following a Borrower Voluntary Prepayment.

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 Supplemental Trust Deed dated 22 June 2026.

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

END

 

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