Senior PIK Toggle Notes Update.

Together Financial Services Limited

8th April 2020

Bracken Midco1 plc

Notice to holders of the Issuer's £350m Senior PIK Toggle Notes due 2023 ("Notes")

Bracken Midco1 plc (the "Issuer"), the indirect parent company of Together Financial Services Limited ("Together" or, with its subsidiaries, the "Group") , has notified the Trustee that it will satisfy the interest payable on the Notes, due on 15th April 2020, in the form of payment-in-kind ("PIK") notes amounting to £ 18,156,250 ("Additional Notes") pursuant to the Minimum Liquidity Provision in the Indenture 1. Following the issue the aggregate outstanding principal amount of the Notes will be £ 368,156,250 .

Following careful consideration, and taking into account the terms of the Indenture, the Board of the Issuer has determined it appropriate to issue Additional Notes to satisfy the interest payable. At this time the Group is prudently preserving headroom in its funding facilities, given the relative infancy of the COVID-19 pandemic and the resultant market uncertainty. The decision is in line with the prudent measures announced by Together on 24th March 2020, including a temporary cessation in accepting new loan applications until the Group has a greater level of visibility on the impact of COVID-19. It is also consistent with the support we are providing to customers affected by the virus, including mortgage payment holidays in line with recent government guidance, and recent decisions by the UK banks, as guided by the PRA, to cancel or suspend dividends in order to cautiously preserve liquidity and capital.

Together has a 45-year track record built over multiple economic cycles during which it has consistently remained profitable and well-funded. It has a broad asset base spread across a diverse mix of customers, loan types and regions, all secured on property with a conservative weighted average indexed loan book LTV of 54.9% 2. The Group reported underlying profit before tax of £139.8m3 for the twelve month months ended 31 December 2019 and shareholder funds of £823.2m4, and benefits from a diversified funding structure with considerable depth of maturity 5.


  1. Indenture being the indenture governing the Notes dated 28th September 2018.
  2. 54.9% weighted average indexed loan to value as at 31 December 2019. Only 3.1% of the book had an LTV of 80% or more.
  3. Excluding certain exceptional provisions.
  4. As at 31 December 2019, including subordinated shareholder loans.
  5. Average maturity 3.8 years at 31 December 2019 pro-forma for the senior secured note refinancing in January 2020.
For further information:
Together Financial Services
Mike Davies, Director of Corporate Affairs 07753 138 185

Together is the trading name of Together Financial Services Limited, which has its registered office address at Lake View, Lakeside, Cheadle, Cheshire SK8 3GW. Bracken Midco1 plc is the indirect parent company of Together Financial Services Limited.

The Notes are not and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the Notes may be offered only to qualified institutional buyers and to persons outside the United States in reliance on Rule 144A and Regulation S under the Securities Act, respectively. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.

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