RAC announces final results of its tender offer for Class A2 Notes

19 MAR 2024

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 IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, 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 OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

RAC Limited announces final results of its tender offer for RAC Bond Co plc’s £600,000,000 4.870 per cent. Class A-2 Secured Notes due 2026/2046

RAC Limited (the Offeror) announces the final results of its invitation to holders of RAC Bond Co plc’s (the Issuer) £600,000,000 4.870 per cent. Class A-2 Secured Notes due 2026/2046 held pursuant to Regulation S under the Securities Act of 1933, as amended and bearing ISIN: XS1404981141 (the Notes), to tender their Notes for purchase by the Offeror for cash (the Offer).

The Offer was announced on 11 March 2024 and was subject to the conditions contained in the tender offer memorandum dated 11 March 2024 (the Tender Offer Memorandum) prepared by the Offeror.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Participation as at the Expiration Deadline

The Expiration Deadline of the Offer was 4.00 p.m. (London time) on 18 March 2024. As announced earlier today, as at the Expiration Deadline, the Offeror had received validly submitted Tender Instructions (including both Non-Competitive Tender Instructions and Competitive Tender Instructions) of £276,912,000 in aggregate principal amount of the Notes.

Results of the Offer

Pricing for the Offer in respect of the Notes took place at or around 1.00 p.m. (London time) today. The Offeror hereby announces it has decided to accept for purchase validly tendered Notes in an aggregate principal amount of £115,000,000, being the Final Acceptance Amount, and as further set out below.

The Offeror will accept for purchase (a) all Notes that are the subject of Non-Competitive Tender Instructions in full; (b) all Notes that are the subject of Competitive Tender Instructions that specified a purchase spread greater than the Purchase Spread, in full (with no pro rata scaling), and (c) all Notes tendered pursuant to Competitive Tender Instructions that specified a purchase spread equal to the Purchase Spread, subject to the application of a scaling factor of 23.720 per cent. The Offeror has not accepted for purchase Notes tendered pursuant to Competitive Tender Instructions that specified a purchase spread less than the Purchase Spread.

*Scaling Factor to only apply to Competitive Tender Instructions that specified a purchase spread equal to the Purchase Spread.

In accordance with the provisions of the Tender Offer Memorandum, the Purchase Price in respect of the Notes has been calculated based on the Expected Maturity Date.

The Purchase Price and Accrued Interest Payments will be paid to Noteholders whose Notes are accepted for purchase by the Offeror on the Settlement Date, which is expected to occur on 21 March 2024.

Following settlement of the Offer, £485,000,000 in principal amount of the Notes will remain outstanding.

Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability Management Group; Email: [email protected]) and HSBC Bank plc (Telephone: +44 20 7992 6237; Attention: Liability Management, DCM, Email: [email protected]) are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Alessandro Zorza; Email: [email protected]) is acting as Tender Agent.

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Jo Baker, Director of RAC Limited.

LEI Number: 21380083G17X45ZB3534

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of the Offeror, the Dealer Managers or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to the Offer.

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