TIDM37QC
RNS Number : 2691S
Meadowhall Finance PLC
12 November 2021
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS" (AS DEFINED IN REGULATIONS UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")). NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.
MEADOWHALL FINANCE PLC
(incorporated in England and Wales with limited liability under
registered number 5987141)
announces consent solicitation in respect of its outstanding
GBP60,000,000 Class A2 Floating Rate Bonds due 2037 (ISIN: XS0278327415) (the "Class A2 Bonds")
Meadowhall Finance plc (the "Issuer") announces today an
invitation (the "Consent Solicitation") to eligible holders of its
outstanding Class A2 Bonds to consent to the modification of the
terms and conditions of the Bonds (the "Conditions") and
consequential or related amendments to the trust deed relating to
the Bonds such that:
(a) for each Interest Period commencing on or after 12 January
2022, the rate of interest applicable to the Class A2 Bonds and, if
ever they are resold by the Issuer in accordance with the
Conditions, the Class M1 Bonds and the Class C1 Bonds, will be
determined by reference to the aggregate of (i) Compounded Daily
SONIA, (ii) the original margin specified in the Conditions and
(iii) a Reference Rate Adjustment to reflect the economic
difference between the LIBOR and SONIA rates); and
(b) new fallback provisions relating to SONIA (including
fallback provisions in case a Benchmark Event occurs with respect
to SONIA) are included in the Conditions.
This announcement does not contain the full terms and conditions
of the Consent Solicitation, which are contained in the Consent
Solicitation Memorandum dated 12 November 2021 (the "Consent
Solicitation Memorandum") prepared by the Issuer, which is
available to Eligible Bondholders (as defined below) from the
Tabulation Agent (including on its website via the link https://
deals.lucid-is.com/meadowhall ).
Unless otherwise indicated, capitalised terms used but not
otherwise defined in this announcement have the meanings given in
the Consent Solicitation Memorandum.
Details of the Class A2 Bonds
Current Rate of Interest
ISIN / Common Code (per annum) Class A2 Step-up Fee Rate* Principal Amount Outstanding
XS0278327415 / 027832741 3-month Sterling LIBOR plus 0.22 0.33 per cent. per annum GBP41,520,000
per cent. per annum Floating Rate
* The Class A2 Step-up Fee has applied to the Class A2 Bonds
since the Floating Bond Interest Payment Date falling in April
2014. The Class A2 Step-up Fee will not be affected by the Consent
Solicitation.
Notice of Meeting in respect of the Class A2 Bonds
A notice (the "Notice") convening a meeting (the "Meeting") of
the holders of the Class A2 Bonds (the "Class A2 Bondholders"), to
be held via teleconference (using a video enabled platform) at
10.00 a.m. (London time) on 6 December 2021 has been given to Class
A2 Bondholders in accordance with the Conditions on the date of
this announcement, including by delivery to the Clearing
Systems.
In light of the ongoing developments in relation to coronavirus
(COVID-19), and current guidance issued by the UK government, it
may be impossible or inadvisable to hold the Meeting at a physical
location. Therefore, in accordance with the provisions of the Trust
Deed, the Issuer has requested that the Bond Trustee prescribe
appropriate regulations regarding the holding of the Meeting via
teleconference (by way of a video enabled platform). The Meeting
will be held via teleconference using a video enabled platform
hosted by the chairman of the Meeting to allow attendees to
participate electronically. Details for accessing the Meeting will
be made available to proxies who have been duly appointed under a
block voting instruction and to holders of voting certificates, in
each case issued in accordance with the procedures set out in the
Consent Solicitation Memorandum. Any Class A2 Bondholders who
indicate to the Tabulation Agent (the contact details for which set
out below) that they wish to participate electronically in, or
otherwise be represented on, the teleconference for the Meeting
(rather than being represented by the Tabulation Agent) will be
provided with further details about attending the Meeting.
Proposed Reference Rate Adjustment
Using the principles outlined in the ISDA IBOR Fallback
Supplement, the applicable Reference Rate Adjustment that will be
applied to the Floating Rate Bonds in respect of each Interest
Period commencing on or after 12 January 2022 will be the rate
specified on Bloomberg screen "SBP0003M Index" in relation to three
month Sterling LIBOR, as further described in the Consent
Solicitation Memorandum. As at the date of this announcement, and
as a result of the FCA's 5 March 2021 Announcement (as defined in
the Consent Solicitation Memorandum), the rate specified on
Bloomberg screen "SBP0003M Index" in relation to three month
Sterling LIBOR has been fixed at 0.1193 per cent. and such rate
will be the Reference Rate Adjustment.
For the avoidance of doubt, the Reference Rate Adjustment does
not apply to the Class A1 Bonds or the Class B Bonds, and does not
apply to the Floating Rate Bonds for any Interest Period commencing
prior to 12 January 2022.
Eligible Bondholders
The Consent Solicitation Memorandum and any other documents or
materials relating to the Consent Solicitation are only for
distribution or to be made available to persons who are (i) located
and resident outside the United States and not U.S. persons or
acting for the account or benefit of a U.S. person (in each case,
as defined in Regulation S under the Securities Act), (ii) not
retail investors in either the European Economic Area (the "EEA")
or the United Kingdom (the "UK") and, if applicable and acting on a
non-discretionary basis, who are acting on behalf of beneficial
owners that are not retail investors in either the EEA or the UK,
and (iii) otherwise persons to whom the Consent Solicitation can be
lawfully made and that may lawfully participate in the Consent
Solicitation (all such persons "Eligible Bondholders").
For the purposes of this announcement and the Consent
Solicitation Memorandum, a "retail investor" means:
(a) in relation to any person in the EEA, a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); or
(ii) a customer within the meaning of Directive 2016/97 (as
amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; and
(b) in relation to any person in the UK, a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (as amended, the
"EUWA"); or
(ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 (as amended, the "FSMA")
and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, where that customer would not
qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK
domestic law by virtue of the EUWA.
Timetable
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitation:
Date/Time Action
12 November 2021 Notice of the Meeting to be delivered to the Clearing Systems.
The Notice will be published
via the Regulatory News Service of the London Stock Exchange.
Copies of the Consent Solicitation Memorandum and the
Bondholder Information (as defined in
the Notice) to be available from the Tabulation Agent
(including on the website of the Tabulation
Agent https://deals.lucid-is.com/meadowhall).
From this date, Class A2 Bondholders may arrange for Class A2
Bonds in their accounts with
Clearstream, Luxembourg and/or Euroclear to be blocked in such
accounts and held to the order
and under the control of the Principal Paying Agent in order to
give valid Consent Instructions
or Ineligible Holder Instructions to the Tabulation Agent or to
make other arrangements to
attend or be represented (via teleconference) at the Meeting.
5.00 p.m. (London time) on 1 December 2021 Expiration Deadline.
Final deadline for receipt by the Tabulation Agent of valid
Consent Instructions or Ineligible
Holder Instructions, in accordance with the procedures of
Clearstream, Luxembourg and/or Euroclear,
to be represented at the Meeting.
This will also be the deadline for making any other
arrangements to attend or be represented
(via teleconference) at the Meeting.
Final time by which Class A2 Bondholders must have given notice
to the Tabulation Agent (via
the relevant Clearing Systems) of any intended revocation of,
or amendment to, Consent Instructions
or Ineligible Holder Instructions previously given by them.
10.00 a.m. (London time) on 6 December 2021 Meeting held via teleconference (using a video enabled
platform).
If the Extraordinary Resolution is passed at the Meeting:
As soon as reasonably practicable after the Meeting Announcement of the results of the Meeting and, if the
Extraordinary Resolution is passed,
satisfaction (or not) of the Eligibility Condition and the
other Consent Conditions.
Delivery of notice of such results to Euroclear and
Clearstream, Luxembourg for communication
to their account holders and an announcement released via the
Regulatory News Service of the
London Stock Exchange.
As soon as reasonably practicable after the Meeting Implementation Date.
If the Extraordinary Resolution is passed at the initial
Meeting and the Eligibility Condition
and the other Consent Conditions are satisfied, the
Supplemental Trust Deed (as defined in
the Consent Solicitation Memorandum) will be executed and
(where applicable) delivered by
the Issuer and the other parties to the Supplemental Trust
Deed, and the modifications to
the Conditions and the Trust Deed described in the Consent
Solicitation Memorandum will be
implemented with effect from the date (the "Implementation
Date") on which such documents
are executed (currently expected to be on 6 December 2021).
The above dates and times will depend, among other things, on
timely receipt (and non-revocation) of instructions, the rights of
the Issuer (where applicable) to extend, waive any condition (other
than the Consent Conditions) of, amend and/or terminate, any
Consent Solicitation (other than the terms of the Extraordinary
Resolution) as described in the Consent Solicitation Memorandum and
the passing of the Extraordinary Resolution at the initial Meeting.
Accordingly, the actual timetable may differ significantly from the
timetable above.
Class A2 Bondholders are advised to check with any bank,
securities broker or other intermediary through which they hold
their Class A2 Bonds when such intermediary would need to receive
instructions from a Class A2 Bondholder in order for such Class A2
Bondholder to participate in, or to validly revoke their
instruction to participate in, the Consent Solicitation by the
deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission and
revocation of Consent Instructions will be earlier than the
relevant deadlines specified above.
If a quorum is not achieved at the Meeting or the quorum is
achieved and the Extraordinary Resolution is passed but the
Eligibility Condition is not satisfied, the Meeting shall be
adjourned for a period of not less than 13 clear days and not more
than 42 clear days. The adjourned Meeting of Class A2 Bondholders
will be held at a date as will be notified to the Class A2
Bondholders in the notice of the adjourned Meeting in accordance
with the terms of the Trust Deed, such notice to be given at least
10 days (exclusive of the day on which the notice is given and of
the day on which the Meeting is to be resumed) prior to the
proposed adjourned Meeting. Any such notice of an adjourned Meeting
will specify the anticipated Implementation Date.
No consent or participation fee will be payable in connection
with the Consent Solicitation.
Further details on the Consent Solicitation can be obtained by
Eligible Bondholders from:
SOLE SOLICITATION AGENT
(in respect of the Consent Solicitation made to Eligible
Bondholders only)
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Attention: Liability Management
Tel: +44 20 7678 5222
Email: liabilitymanagement@natwestmarkets.com
The Sole Solicitation Agent has been appointed in connection
with the Consent Solicitation to investors who are not retail
investors and are otherwise Eligible Bondholders (all as defined
above), and the Sole Solicitation Agent shall not have any
responsibility or liability towards any retail investors or other
Ineligible Bondholders. The Sole Solicitation Agent shall not have
any responsibility to holders of any Class of Bonds other than the
Class A2 Bonds.
Retail investors and any other Ineligible Bondholders may obtain
further information relating to the Consent Solicitation from
Meadowhall Finance PLC directly:
Meadowhall Finance PLC
York House
45 Seymour Street
London W1H 7LX
United Kingdom
Attention: Hursh Shah/Peter Murrell
Telephone: +44 20 7467 2868
Email: treasury@britishland.com
Requests for documentation and information in relation to the
procedures for delivering Consent Instructions should be directed
to:
TABULATION AGENT
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Attention: Harry Ringrose
Telephone: +44 20 7704 0880
Email: meadowhall@lucid-is.com
Website: https:// deals.lucid-is.com/meadowhall
DISCLAIMER : This announcement must be read in conjunction with
the Consent Solicitation Memorandum. This announcement and the
Consent Solicitation Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Consent Solicitation. If any Class A2 Bondholder is in any
doubt as to the action it should take or is unsure of the impact of
the implementation of the Extraordinary Resolution, it is
recommended to seek its own accounting, financial and legal advice,
including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose
Class A2 Bonds are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Consent
Solicitation or otherwise participate at the Meeting (including any
adjourned Meeting) at which the Extraordinary Resolution is to be
considered.
In accordance with normal practice, none of the Trustees, the
Tabulation Agent and the Agents nor any of their respective
affiliates have been involved in the formulation of the Consent
Solicitation, the Bondholder Proposal outlined in the Consent
Solicitation Memorandum or the Extraordinary Resolution. Each of
the Trustees, the Tabulation Agent, the Sole Solicitation Agent,
the Agents and their respective affiliates express no opinion on,
and make no representations as to the merits of, the Consent
Solicitation, the Bondholder Proposal outlined in the Consent
Solicitation Memorandum or the Extraordinary Resolution.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to sell securities in the
United States or any other jurisdiction. The Class A2 Bonds have
not been, and will not be, registered under the Securities Act, or
the securities laws of any state or other jurisdiction of the
United States, and the Class A2 Bonds may not be offered, sold or
delivered, directly or indirectly, within the United States or to,
or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state or local securities laws.
No EEA or UK PRIIPs KID - No EEA or UK PRIIPs key information
document (KID) has been prepared.
The distribution of this announcement and the Consent
Solicitation Memorandum in certain jurisdictions may be restricted
by law, and persons into whose possession this announcement or the
Consent Solicitation Memorandum comes are requested to inform
themselves about, and to observe, any such restrictions.
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END
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