RAC refinancing – update for Bondholders

16 SEP 2022

RAC BOND CO PLC

(a public limited company incorporated in England and Wales with registered no. 10084638)

(the “Issuer”)

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (together, the United States) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

NOTICE

to the holders of

£300,000,000 Fixed Rate Class A Senior Secured Notes due 2046

(ISIN XS1404980846)

(the “Class A1 Notes”)

and

£600,000,000 Fixed Rate Class A Senior Secured Notes due 2046

(ISIN XS1404981141)

(the “Class A2 Notes”)

and

£345,000,000 Fixed Rate Class B2 Senior Secured Notes due 2046

(ISIN XS1645523579)

(the “Class B2 Notes”)

15 September 2022

Update on RAC Group’s debt capital structure – new senior term facility

The Issuer announces that its affiliate RAC Limited (the “Borrower”) has entered into a new £300m senior term facility agreement (the “2022 STF”) in order to have committed funds available to refinance, if required, the outstanding Class A1 Notes in full ahead of their Expected Maturity Date on 6 May 2023.

The RAC Group has seen its positive performance continue into the second half of 2022, in line with the outlook provided at the HY 2022 interim results announcement.

Jo Baker, CFO, commented, “I am pleased that we have again received such strong support from lenders, ensuring committed funds are available to refinance the Class A1 Notes prior to maturity. This, along with our strong, sustainable cash flows, supports our capital structure whilst we consider our refinancing options. Our positive momentum continues and we look to the future with confidence in our sustained growth trajectory.”

New 2022 STF

The 2022 STF contains a single £300m facility (the “Facility”). The Facility is available to be drawn only to refinance the Class A1 Notes and pay fees, costs and expenses associated with the Facility or that refinancing. The Facility is available to be drawn at any time from one month prior to the Expected Maturity Date of the Class A1 Notes to one week after the Expected Maturity Date of the Class A1 Notes.

The RAC Group may decide not to utilise the Facility and, instead, refinance the Class A1 Notes through other means prior to their Expected Maturity Date.

The Facility has a maturity date of 12 months from the first utilisation date, subject to two 6 month extension options available at the option of the Borrower and not subject to lender consent.

The Facility carries an opening interest rate of SONIA + 1.50 per cent., subject to increases over the life of the 2022 STF pursuant to a margin grid (to a maximum of SONIA + 4.25 per cent.).

In line with the requirements of the Common Terms Agreement, the interest rate risk in relation to the 2022 STF is intended to be appropriately hedged if the Facility is utilised.

Rating Agency

The Issuer has informed Standard & Poor’s Global Ratings (“S&P”) about this entry into the 2022 STF. Prior to any utilisation of the 2022 STF, in accordance with the Common Terms Agreement, the Borrower would be required to obtain from S&P confirmation that immediately following and taking into account the utilisation of the 2022 STF the Class A Notes then outstanding would be rated at least the lower of their then current rating and BBB.

“RAC Group” means RAC Bidco Limited and each of its subsidiaries (other than the Issuer).

This announcement has been issued through the Companies Announcement Service of the Irish Stock Exchange

For Investor enquiries, please contact:

Ben Guest, Group Finance Director                [email protected]

For Media enquiries, please contact:
 

RAC Press Office           [email protected]

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