TIDM37QC
RNS Number : 2727S
Meadowhall Finance PLC
12 November 2021
NOTICE OF MEETING
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION
OF
CLASS A2 BONDHOLDERS.
If Class A2 Bondholders are in any doubt about any aspect of the
proposals in this notice and/or the action they should take, they
are recommended to seek their own financial advice immediately from
their broker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and
Markets Act 2000 (if they are in the United Kingdom) or from
another appropriately authorised independent financial adviser and
such other professional adviser from their own professional
advisers as they deem necessary.
FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS
ANNOUNCEMENT IS AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM
(THE "CONSENT SOLICITATION MEMORANDUM") ISSUED BY THE ISSUER TODAY,
AND ELIGIBLE BONDHOLDERS (AS DEFINED BELOW) ARE ENCOURAGED TO READ
THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.
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, and the Sole
Solicitation Agent shall not have any responsibility or liability
towards any retail investors or other Ineligible Bondholders (all
such terms as defined below) or to holders of Bonds other than the
Class A2 Bonds.
MEADOWHALL FINANCE PLC
(incorporated in England and Wales with limited liability under
registered number 5987141)
(the "Issuer")
NOTICE OF MEETING
to the holders of the
GBP60,000,000 Class A2 Floating Rate Bonds due 2037 (ISIN:
XS0278327415)
(the "Class A2 Bonds")
of the Issuer presently outstanding.
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of (i) the
holders of the Class A2 Bonds (the "Class A2 Bondholders") convened
by the Issuer, will be held via teleconference (using a video
enabled platform) at 10.00 a.m. (London time) on 6 December 2021
for the purpose of considering and, if thought fit, passing the
resolution set out below, with the implementation of that
resolution being subject to satisfaction of the conditions set out
in paragraph 9 thereof (the "Consent Conditions") and which
resolution will be proposed as an Extraordinary Resolution in
accordance with the provisions of the Trust Deed dated 19 December
2006, as amended, restated, modified and/or supplemented from time
to time (the "Trust Deed") made between the Issuer and Apex
Corporate Trustees (UK) Limited (formerly, Capita Trust Company
Limited) as trustee for the Bondholders (the "Bond Trustee").
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.
Capitalised terms used in this Notice and not otherwise defined
herein shall have the meanings given to them in the Consent
Solicitation Memorandum dated 12 November 2021 (the "Consent
Solicitation Memorandum"), which is available to Eligible
Bondholders (as defined below) from the Tabulation Agent (including
on the website of the Tabulation Agent
(https://deals.lucid-is.com/meadowhall)) (see "Documents Available
for Inspection" below). In accordance with normal practice, the
Trustees, the Tabulation Agent, and the Agents have not been
involved in the formulation of the Bondholder Proposal (as defined
below). The Trustees, the Tabulation Agent, the Sole Solicitation
Agent and the Agents express no opinion on, and make no
representations as to the merits of, the Bondholder Proposal, the
Extraordinary Resolution or the proposed amendments referred to in
the Extraordinary Resolution set out below.
None of the Trustees, the Tabulation Agent, the Sole
Solicitation Agent or the Agents makes any representation that all
relevant information has been disclosed to Class A2 Bondholders in
or pursuant to this Notice, the Consent Solicitation Memorandum or
otherwise and none of them has approved the draft Supplemental
Trust Deed or any other draft Amendment Documents referred to in
the Extraordinary Resolution set out below and the Trustees each
recommend that Bondholders arrange to inspect and review such draft
Amendment Documents as provided below in this Notice. Accordingly,
Class A2 Bondholders should take their own independent legal,
financial, tax or other advice on the merits and the consequences
of voting in favour of the Extraordinary Resolution, including any
tax consequences, and on the impact of the implementation of the
Extraordinary Resolution.
None of the Trustees, the Tabulation Agent, the Sole
Solicitation Agent or the Agents is responsible for the accuracy,
completeness, validity or correctness of the statements made in the
Consent Solicitation Memorandum or this Notice, or omissions
therefrom.
Neither this Notice nor the Consent Solicitation Memorandum
constitutes or forms part of, or should be construed as, an offer
for sale, exchange or subscription of, or a solicitation of any
offer to buy, exchange or subscribe for, any securities of the
Issuer or any other entity. The distribution of the Consent
Solicitation Memorandum may nonetheless be restricted by law in
certain jurisdictions. Persons into whose possession the Consent
Solicitation Memorandum comes are required to inform themselves
about, and to observe, any such restrictions.
BACKGROUND
Status of LIBOR
The UK Financial Conduct Authority (the "FCA") announced on 5
March 2021 (the "FCA's 5 March 2021 Announcement") that all London
Inter Bank Offered Rate ("LIBOR") settings will either cease to be
provided by any administrator or no longer be representative of the
underlying market and economic reality (and that representativeness
will not be restored) ("Cessation") immediately after (i) 31
December 2021, in the case of all sterling, euro, Japanese Yen and
Swiss Franc, and certain U.S. dollar settings, or (ii) 30 June
2023, in the case of the remaining U.S. dollar settings. The FCA
announced on 29 September 2021 (the "FCA's 29 September 2021
Announcement") that, to avoid disruption to legacy contracts that
reference the 1-, 3- and 6-month sterling and Japanese yen LIBOR
settings and to help ensure an orderly wind-down, it will require
the LIBOR benchmark administrator to publish these settings under a
"synthetic" methodology, based on term risk-free rates, for a
limited period, for use in some legacy contracts but not for use in
new business. The FCA's 29 September 2021 Announcement stresses,
however, that these six LIBOR settings will become permanently
unrepresentative of their underlying markets from 1 January 2022.
Regulators have continued to urge market participants to take
active steps to implement the transition to Sterling Overnight
Index Average ("SONIA") and other risk-free rates ahead of the
applicable LIBOR Cessation date, rather than relying on "synthetic"
LIBOR for legacy contracts.
Proposed Amendments
The Conditions currently provide that the rate of interest in
respect of the Floating Rate Bonds shall be determined by reference
to Sterling LIBOR (with three month Sterling LIBOR being the
reference rate in respect of each remaining Interest Period). As
the maturity date of the Floating Rate Bonds is after the end of
2021, the Issuer has convened the Meeting for the purpose of
enabling the Class A2 Bondholders to consider and, if they think
fit, approve a proposal (the "Bondholder Proposal") by way of
Extraordinary Resolution for the purposes of:
(a) amending the interest rate provisions that apply to the
Floating Rate Bonds such that, for each Interest Period commencing
on or after 12 January 2022, the rate of interest applicable to the
Floating Rate Bonds shall not be determined by reference to
Sterling LIBOR, and shall instead be the aggregate of:
(i) Compounded Daily SONIA (as the new reference rate for the Floating Rate Bonds); and
(ii) the original margin of 0.22 per cent. per annum in respect
of the Class A2 Bonds, 0.48 per cent. per annum in respect of the
Class M1 Bonds and 0.83 per cent. per annum in respect of the Class
C1 Bonds (which, in each case, shall remain unaltered by these
amendments); and
(iii) a Reference Rate Adjustment of 0.1193 per cent. per annum
(to reflect the economic difference between the LIBOR and SONIA
rates (using the methodology for such adjustment contained in the
ISDA IBOR Fallback Supplement) as further described in "Background
- Rationale for the proposed Reference Rate Adjustment" below);
and
(b) including new fallback provisions in the Conditions in case
the SONIA reference rate is not available when required (including
fallback provisions in case a Benchmark Event occurs with respect
to SONIA),
as more fully set out in the Supplemental Trust Deed and as may
be necessary to give effect thereto (the "Proposed
Amendments").
The detailed provisions relating to the determination of
Compounded Daily SONIA, the new fallback provisions in case the
SONIA reference rate is not available and the related modifications
to be made to the Conditions are set out in more detail in Annex A
below.
The Proposed Amendments may only be implemented if the
Extraordinary Resolution is passed at the Meeting (including an
adjourned such Meeting) and the Consent Conditions are satisfied,
and (if applicable) the Proposed Amendments will be implemented as
soon as reasonably practicable following the conclusion of the
Meeting at which the Extraordinary Resolution is passed (and the
related Consent Conditions are satisfied). Provided the
Extraordinary Resolution is passed (and the Consent Conditions
satisfied) at the initial Meeting, implementation of the Proposed
Amendments is expected to occur on 6 December 2021 (the
"Implementation Date").
Rationale for the proposed Reference Rate Adjustment
Due to the differences in the nature of LIBOR and SONIA, the
replacement of Sterling LIBOR with Compounded Daily SONIA as the
reference rate for the Floating Rate Bonds will require certain
adjustments to the rate of interest payable in respect of the
Floating Rate Bonds. The Conditions will be amended by
incorporating an adjustment (the "Reference Rate Adjustment") which
will be added to Compounded Daily SONIA when calculating the
relevant rate of interest in respect of the Floating Rate Bonds in
order to reflect the difference between LIBOR and SONIA-based
reference rates.
The pricing methodology proposed to determine the relevant
Reference Rate Adjustment is based on the approach of using a
5-year historical median lookback using principles outlined in the
methodology for such adjustments contained in Supplement number 70
to the 2006 ISDA Definitions (the "ISDA IBOR Fallback Supplement"),
which incorporates into the ISDA definitions new interbank offered
rate fallbacks.
The Issuer understands that the methodology used by ISDA is the
result of several industry consultations conducted by ISDA, with 67
per cent. of respondents to the initial 2018 "Benchmark Fallback
Consultation" undertaken by ISDA selecting the historical
mean/median as their preferred spread adjustment approach.1
Subsequently the ISDA "5 year historical median" methodology has
been identified as the consensus for the credit spread adjustment
methodology for fallbacks in sterling cash products among
respondents to a survey conducted by the Bank of England Risk Free
Rates Working Group, with 100 per cent. of respondents voting for
this method.2
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", or any successor
page, as calculated by Bloomberg Index Services Limited (or a
successor provider as approved and/or appointed by ISDA from time
to time) ("Bloomberg") in relation to three month Sterling LIBOR on
the date (the "determination date") of the Consent Solicitation
Memorandum which, as a result of the FCA's 5 March 2021
Announcement, 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.
All of the Class M1 Bonds and the Class C1 Bonds are currently
held on behalf of the Issuer and, under the Conditions, for so long
as such Bonds are held by the Issuer they do not accrue any
entitlement to interest or Step-up Fees.
It is not proposed to make any amendments to the Step-up Fees
relating to any Class of Bonds.
Rating Agencies
Each of Fitch Ratings Limited and S&P Global Ratings UK
Limited have been informed of the proposed amendments to the
Conditions.
Risk Factors
The market continues to develop in relation to SONIA as a
reference rate for securities which incorporate a floating rate
interest basis
If the Extraordinary Resolution is passed and implemented, the
rate of interest applicable to the Class A2 Bonds and, if ever they
are resold by the Issuer, the Class M1 Bonds and the Class C1 Bonds
for each Interest Period commencing on or after 12 January 2022
will be determined by reference to Compounded Daily SONIA instead
of Sterling LIBOR (as set out in Annex A to this Notice).
SONIA differs from LIBOR in a number of material respects,
including (without limitation) that SONIA is a backwards-looking,
risk-free overnight rate, whereas LIBOR is expressed on the basis
of a forward-looking term and includes a risk-element based on
inter-bank lending. As such, Class A2 Bondholders should be aware
that Compounded Daily SONIA may behave materially differently from
Sterling LIBOR as an interest reference rate for the Class A2
Bonds.
The use of SONIA as a reference rate for Eurobonds is nascent,
and is subject to change and development, both in terms of the
substance of the calculation and in the development and adoption of
market infrastructure for the issuance and trading of debt
securities referencing SONIA. Accordingly, Class A2 Bondholders
should be aware that the market continues to develop in relation to
SONIA as a reference rate in the capital markets and its adoption
as an alternative to Sterling LIBOR. Market participants, industry
groups and/or central bank-led working groups continue to explore
compounded and weighted average rates and observation methodologies
for SONIA (including so-called 'shift' and 'lag' methodologies) and
such groups may also explore forward-looking 'term' reference rates
derived from overnight rates such as SONIA. The market, or a
significant part thereof, may adopt SONIA in a way that differs
significantly from that set out in the Proposed Amendments.
The nascent development of SONIA as an interest reference rate
for the Eurobond markets and the market infrastructure for adopting
such rates could result in reduced liquidity or increased
volatility or could otherwise affect the market price of any
SONIA-referencing securities.
As SONIA is published and calculated by a third party based on
data received from other sources, the Issuer has no control over
its determination, calculation or publication. There can be no
guarantee that SONIA will not be discontinued or fundamentally
altered in a manner that is materially adverse to the interests of
Class A2 Bondholders (or that any applicable benchmark fallback
provisions proposed by way of the Proposed Amendments will provide
a rate which is economically equivalent for holders of Class A2
Bonds). The Bank of England has no obligation to consider the
interests of any Bondholders in calculating, adjusting, converting,
revising or discontinuing SONIA. If the manner in which SONIA is
calculated is changed, that change may result in a reduction of the
amount of interest payable on, and the trading prices of, the Class
A2 Bonds and, if they are resold by the Issuer, the Class M1 Bonds
and the Class C1 Bonds.
Furthermore, following implementation of the Proposed
Amendments, the rate of interest on the Class A2 Bonds and, if ever
they are resold by the Issuer, the Class M1 Bonds and the Class C1
Bonds for any Interest Period commencing on or after 12 January
2022 will only be capable of being determined immediately prior to
the relevant Interest Payment Date. It may therefore be difficult
for holders of such Bonds to estimate reliably the amount of
interest which will be payable on such Bonds, and some investors
may be unable or unwilling to trade such Bonds without changes to
their IT systems, both of which factors could adversely impact the
liquidity of such Bonds. Because of the delay between the final day
on which SONIA is observed in connection with any interest
determination and the related Interest Payment Date, increases in
the level of SONIA which occur during such period will not be
reflected in the interest payable in respect of the Floating Rate
Bonds on such Interest Payment Date, and any such increase will
instead be reflected in the following Interest Period. Further, in
contrast to LIBOR-based debt securities, if (following
implementation of the Proposed Amendments) the Floating Rate Bonds
become due and payable as a result of an event of default under the
Conditions, or are otherwise redeemed early on a date which is not
an Interest Payment Date, the final rate of interest payable in
respect of the Floating Rate Bonds shall only be determined
immediately prior to the date on which the Floating Rate Bonds
become due and payable, and shall not be reset thereafter.
Class A2 Bondholders should also be aware that the manner of
adoption or application of SONIA-based rates in the Eurobond
markets may differ materially compared with the application and
adoption of SONIA-based rates in other markets, such as the
derivatives and loan markets. Class A2 Bondholders should carefully
consider how any mismatch between the adoption of SONIA-based
reference rates across these markets may impact any hedging or
other financial arrangements which they may put in place in
connection with the Class A2 Bonds.
Class A2 Bondholders should carefully consider these matters
when considering the Consent Solicitation and the Proposed
Amendments.
Future unavailability of SONIA and fallback arrangements in the
event that SONIA is discontinued
If the Extraordinary Resolution is passed and implemented and
SONIA were discontinued or otherwise unavailable, the rate of
interest applicable to the Class A2 Bonds and, if ever they were to
be resold by the Issuer, the Class M1 Bonds and the Class C1 Bonds
for each subsequent Interest Period will be determined for the
relevant period by the fallback provisions applicable to the
Floating Rate Bonds. Such fallback arrangements include the
requirement that, if a Benchmark Event occurs in relation to SONIA,
the Issuer shall use its reasonable endeavours to appoint an
Independent Adviser to determine a Successor Rate, failing which,
an Alternative Rate and in either case an Adjustment Spread and any
Benchmark Amendments. All such terms have the meanings given in
Part 2 of Annex A to this Notice.
Class A2 Bondholders should be aware that a Benchmark Event
could be triggered by circumstances outside the Issuer's control,
and the use of any such Successor Rate or Alternative Rate to
determine the applicable rate of interest may result in the
Floating Rate Bonds performing differently (which may include
payment of a lower rate of interest) than they would have done,
and/or amendments being made to the Conditions, the Trust Deed
and/or other Transaction Documents that would not have been made,
if SONIA were to continue to apply in its current form.
No consent of the Class A2 Bondholders (or any other Class of
Bondholders) shall be required in connection with effecting any
relevant Successor Rate or Alternative Rate (as applicable) or any
other related adjustments and/or amendments described above.
BONDHOLDER PROPOSAL
Pursuant to this Notice, the Issuer has convened the Meeting to
request that Class A2 Bondholders consider the Bondholder
Proposal.
The Issuer, under the Bondholder Proposal, is requesting that
the Class A2 Bondholders consider and if thought fit, pass the
Extraordinary Resolution. If the Extraordinary Resolution is passed
by the Class A2 Bondholders, and if the Consent Conditions are
satisfied, the Extraordinary Resolution will be binding on all
Class A2 Bondholders whether or not present at the Meeting and
whether or not they voted.
The Bondholder Proposal is being put to Class A2 Bondholders for
the reasons set out in "Background" above.
The Bond Trustee has agreed that if the Extraordinary Resolution
is passed and the related Consent Conditions are satisfied, it will
exercise its discretion to agree to the changes to be made to the
Conditions without referring the matter to the holders of classes
of Bonds other than the Class A2 Bonds and so the Proposed
Amendments will be binding on such Bondholders.
The Bond Trustee has stated that if it is not satisfied that the
payments under the Class A2 Swap have been adjusted in the manner
set out in this Notice then it will require the Issuer to seek the
approval of the holders of the Class A1 Notes and the Class B Notes
to the amendments to be made to the Conditions.
Eligible Bondholders are also referred to the Consent
Solicitation Memorandum which provides further background to the
Bondholder Proposal and the reasons therefor.
CONSENT SOLICITATION
Class A2 Bondholders are further given notice that the Issuer
has invited Eligible Bondholders (as defined below) (such
invitation the "Consent Solicitation") to consent to the approval,
by Extraordinary Resolution at the Meeting, of the modification of
the terms and conditions (the "Conditions") of, and the Trust Deed
for the Bonds, as described in paragraph 1 of the Extraordinary
Resolution as set out below, all as further described in the
Consent Solicitation Memorandum.
The Consent Solicitation Memorandum and any other documents or
materials relating to this Consent Solicitation are only for
distribution or to be made available to Class A2 Bondholders who
are 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
U.S. Securities Act of 1933, as amended (the "Securities Act")),
(ii) not retail investors (as defined in the Extraordinary
Resolution below) 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").
Subject to the restrictions described in the previous paragraph,
Class A2 Bondholders may obtain from the date of this Notice a copy
of the Consent Solicitation Memorandum from the Tabulation Agent,
the contact details for which are set out below. In order to
receive a copy of the Consent Solicitation Memorandum, a Class A2
Bondholder will be required to provide confirmation as to his or
her status as an Eligible Bondholder.
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE GBP60,000,000 CLASS A2 floating rate BONDS DUE
2037
"THAT this Meeting of the holders (together, the "Class A2
Bondholders") of the GBP60,000,000 Class A2 Floating Rate Bonds due
2037 (the "Class A2 Bonds") of Meadowhall Finance PLC (the
"Issuer"), constituted by the trust deed dated 19 December 2006, as
amended, restated, modified and/or supplemented from time to time
(the "Trust Deed") made between the Issuer and Apex Corporate
Trustees (UK) Limited (formerly, Capita Trust Company Limited) (the
"Bond Trustee") as trustee for, inter alios, the Class A2
Bondholders:
1. (subject to paragraph 9 of this Extraordinary Resolution)
assents to the modification of the terms and conditions (the
"Conditions") of the Bonds and to consequential or related
amendments to the Trust Deed relating to the Bonds, such that the
interest rate provisions that apply to the Floating Rate Bonds are
amended such that, for each Interest Period commencing on or after
12 January 2022, the rate of interest applicable to the Floating
Rate Bonds shall not be determined by reference to Sterling LIBOR,
and shall instead be the aggregate of:
(a) Compounded Daily SONIA (as the new reference rate for the Floating Rate Bonds); and
(b) the original margin of 0.22 per cent. per annum in respect
of the Class A2 Bonds, 0.48 per cent. per annum in respect of the
Class M1 Bonds and 0.83 per cent. per annum in respect of the Class
C1 Bonds (which, in each case, shall remain unaltered by these
amendments); and
(c) a Reference Rate Adjustment of 0.1193 per cent. per annum,
including new fallback provisions in the Conditions in case the
SONIA reference rate is not available when required (including
fallback provisions in case a Benchmark Event occurs with respect
to SONIA) and all as more fully described and (where applicable)
defined in the Notice;
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Bond Trustee and the Issuer Security Trustee
to execute a deed supplemental to the Trust Deed (the "Supplemental
Trust Deed") to effect the modifications referred to in paragraphs
1(a) and (b) of this Extraordinary Resolution, in the form or
substantially in the form of the draft produced to this Meeting,
with such amendments thereto (if any) as the Bond Trustee shall
require or agree to; and
(b) the Issuer, the Bond Trustee and the Issuer Security Trustee
to execute and to do all such other deeds, agreements, instruments,
acts and things, and to give such other instructions to such other
parties, as may be necessary, desirable or expedient in its sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the modifications referred to
in this Extraordinary Resolution and in the Notice.
(the Supplemental Trust Deed, together with any deed, agreement
or instrument as referred to in paragraph 2(b) above, the
"Amendment Documents");
3. (subject to paragraph 9 of this Extraordinary Resolution)
holds harmless, discharges and exonerates the Trustees, the
Tabulation Agent and the Agents from all liability for which they
may have become or may become responsible under the Trust Deed or
the Bonds or any document related thereto in respect of any act or
omission in connection with the passing of this Extraordinary
Resolution or its implementation, the modifications referred to in
this Extraordinary Resolution or the implementation of those
modifications or the executing of any deeds, agreements, documents
or instructions, the performance of any acts, matters or things to
be done to carry out and give effect to the matters contemplated in
any Amendment Document, the Notice or this Extraordinary
Resolution;
4. (subject to paragraph 9 of this Extraordinary Resolution)
irrevocably waives any claim that the Class A2 Bondholders may have
against the Trustees, the Tabulation Agent or the Agents arising as
a result of any loss or damage which they may suffer or incur as a
result of the Trustees, the Tabulation Agent and the Agents acting
upon this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Class A2 Bondholders further confirm that the Class A2
Bondholders will not seek to hold the Trustees, the Tabulation
Agent or the Agents liable for any such loss or damage;
5. (subject to paragraph 9 of this Extraordinary Resolution)
expressly agrees and undertakes to indemnify and hold harmless the
Trustees, the Tabulation Agent and the Agents from and against all
losses, liabilities, damages, costs, charges and expenses which may
be suffered or incurred by them as a result of any claims (whether
or not successful, compromised or settled), actions, demands or
proceedings brought against the Trustees, the Tabulation Agent and
the Agents and against all losses, costs, charges or expenses
(including legal fees) which the Trustees, the Tabulation Agent and
the Agents may suffer or incur which in any case arise as a result
of the Trustees, the Tabulation Agent and the Agents acting in
accordance with the Extraordinary Resolution, the Trust Deed or any
other Transaction Document;
6. (subject to paragraph 9 of this Extraordinary Resolution)
sanctions and assents to every abrogation, modification, compromise
or arrangement in respect of the rights of the Class A2 Bondholders
appertaining to the Class A2 Bonds against the Issuer, whether or
not such rights arise under the Trust Deed, the Conditions or
otherwise, involved in, resulting from or to be effected by the
amendments referred to in paragraph 1 of this Extraordinary
Resolution and its implementation;
7. (subject to paragraph 9 of this Extraordinary Resolution)
waives any and all conditions precedent in respect of the execution
and delivery of the Amendment Documents and implementation of this
Extraordinary Resolution and authorises, requests and instructs the
Trustees, the Tabulation Agent and the Agents not to obtain any
legal opinion in relation to the execution of the Amendment
Documents;
8. (subject to paragraph 9 of this Extraordinary Resolution)
discharges and exonerates the Issuer from all liability for which
it may have become or may become responsible under the Trust Deed,
the Class A2 Bonds or any document related thereto in respect of
any act or omission in connection with the passing of this
Extraordinary Resolution or the executing of any deeds, agreements,
documents or instructions, the performance of any acts, matters or
things to be done to carry out and give effect to the matters
contemplated in the Amendment Documents, the Notice or this
Extraordinary Resolution;
9. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution;
(b) the quorum required for, and the requisite majority of votes
cast at, this Meeting being satisfied by Eligible Bondholders only,
irrespective of any participation at this Meeting by Ineligible
Bondholders (and would also have been so satisfied if any
Ineligible Bondholders who provide confirmation of their status as
Ineligible Bondholders and waive their right to attend (via
teleconference) and vote (or be represented (via teleconference))
at the Meeting had actually participated at the Meeting) and
further resolves that, if the Extraordinary Resolution is passed at
this Meeting but such condition is not satisfied, the chairman of
this Meeting and the Bond Trustee are hereby authorised, directed,
requested and empowered to adjourn this Meeting for a period of not
less than 13 clear days nor more than 42 clear days, and to such
time and place as may be appointed by the chairman of this Meeting
and approved by the Bond Trustee, for the purpose of reconsidering
this Extraordinary Resolution with the exception of resolution 9
(b) of this Extraordinary Resolution, and in place of the foregoing
provisions of resolution 9(b) the relevant condition will be
satisfied if the quorum required for, and the requisite majority of
votes cast at, the adjourned Meeting are satisfied by Eligible
Bondholders only, irrespective of any participation at the
adjourned Meeting by Ineligible Bondholders (and would also have
been so satisfied if any Ineligible Bondholders who provide
confirmation of their status as Ineligible Bondholders and waive
their right to attend (via teleconference) and vote (or be
represented (via teleconference)) at the adjourned Meeting had
actually participated at the adjourned Meeting);
(c) the Issuer not having previously terminated the Consent
Solicitation in accordance with the provisions for such termination
set out in the Consent Solicitation Memorandum; and
(d) the Bond Trustee being satisfied that the floating payments
payable by the Swap Counterparty under the Class A2 Swap have been
adjusted so that they are calculated by reference to the same
Compounded Daily SONIA Rate and Reference Rate Adjustment as will
(following implementation of the Extraordinary Resolution) apply to
the Class A2 Bonds (but not the original margin which is not
payable under the terms of the existing Class A2 Swap) without
adjustment to the fixed rate payable by the Issuer;
10. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation" means the invitation by the Issuer to all
Eligible Bondholders to consent to the modification of the
Conditions relating to the Bonds and the consequential or related
amendments to the Trust Deed as described in the Consent
Solicitation Memorandum and as the same may be amended in
accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 12 November 2021 prepared by the Issuer in
relation to the Consent Solicitation;
"Eligible Bondholder" means each Class A2 Bondholder who is (a)
located and resident outside the United States and not a U.S.
person or acting for the account or benefit of a U.S. person (in
each case, as defined in Regulation S under the Securities Act),
(b) not a retail investor 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 is acting on behalf of a
beneficial owner that is not a retail investor in either the EEA or
the UK, and (c) otherwise a person to whom the Consent Solicitation
can be lawfully made and that may lawfully participate in this
Consent Solicitation;
"Ineligible Bondholder" means each Class A2 Bondholder who is
not an Eligible Bondholder;
"Master Definitions and Construction Schedule" means the common
terms and definitions deed dated 19 December 2006 (as amended or
supplemented from time to time) relating to the Bonds;
"Notice" means the notice given by the Issuer to the Class A2
Bondholders on or around 12 November 2021;
"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 (EU) 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; and
"Securities Act" means the U.S. Securities Act of 1933, as
amended; and
11. agrees that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Master
Definitions and Construction Schedule or the Notice, as
applicable."
INELIGIBLE BONDHOLDERS
Submission of Ineligible Holder Instructions
Any Class A2 Bondholder that is not an Eligible Bondholder may
not participate in the Consent Solicitation. However, any
Ineligible Bondholder may deliver, or arrange to have delivered on
its behalf, a valid Ineligible Holder Instruction (as defined
below).
The Class A2 Bonds are held through Euroclear Bank SA/NV
("Euroclear") or Clearstream Banking S.A. ("Clearstream,
Luxembourg" and, together with Euroclear, the "Clearing Systems"),
and the submission of Ineligible Holder Instructions will have
occurred upon receipt by the Tabulation Agent from Euroclear or
Clearstream, Luxembourg, as applicable, of a valid instruction (an
"Ineligible Holder Instruction") submitted in accordance with the
requirements of Euroclear or Clearstream, Luxembourg, as applicable
by no later than 5.00 p.m. (London time) on 1 December 2021 (such
time and date, the "Expiration Deadline"). Each such Ineligible
Holder Instruction must specify, among other things, the aggregate
principal amount of the Class A2 Bonds which are subject to such
Ineligible Holder Instruction, and the securities account number at
the relevant Clearing System in which such Class A2 Bonds are held.
The receipt of such Ineligible Holder Instruction by the relevant
Clearing System will be acknowledged in accordance with the
standard practices of such Clearing System and will result in the
blocking of the relevant Class A2 Bonds in the relevant Ineligible
Bondholder's account with such Clearing System so that no transfers
may be effected in relation to such Class A2 Bonds until the
earlier of (i) the date on which the relevant Ineligible Holder
Instruction is validly revoked (including the automatic revocation
of such Ineligible Holder Instruction on the termination of the
Consent Solicitation in accordance with the terms of the Consent
Solicitation) and (ii) the conclusion of the Meeting (or, if
applicable, an adjourned Meeting).
Only Direct Participants (as defined under "Voting and Quorum"
below) may submit Ineligible Holder Instructions. Each beneficial
owner of Class A2 Bonds who is an Ineligible Bondholder and is not
a Direct Participant, must arrange for the Direct Participant
through which such beneficial owner of Class A2 Bonds who is an
Ineligible Bondholder holds such Class A2 Bonds to submit an
Ineligible Holder Instruction on its behalf to the relevant
Clearing System before the deadlines specified by the relevant
Clearing System.
By delivering, or arranging for the delivery on its behalf, of
an Ineligible Holder Instruction in accordance with the procedures
described below, a Class A2 Bondholder shall (A) waive its right to
attend (via teleconference) and vote (or be represented (via
teleconference)) at the Meeting (as the consequence of the
eligibility condition set out in paragraph 9(b) of the
Extraordinary Resolution (the "Eligibility Condition") is that the
Extraordinary Resolution will only be implemented where it is
passed irrespective of any participation at the Meeting by
Ineligible Bondholders, such that the attendance and voting at the
Meeting by an Ineligible Bondholder will be of no consequence for
such implementation) and (B) agree, acknowledge, represent, warrant
and undertake to the Issuer, the Borrower, the Trustees, the
Agents, the Sole Solicitation Agent and the Tabulation Agent at (i)
the time of submission of such Ineligible Holder Instruction, (ii)
the Expiration Deadline, (iii) the time of the Meeting and at the
time of an adjourned Meeting and (iv) the Implementation Date (and
if a Class A2 Bondholder or Direct Participant (as defined below)
on behalf of any Class A2 Bondholder is unable to make any such
agreement or acknowledgement or give any such representation,
warranty or undertaking, such Class A2 Bondholder or Direct
Participant should contact the Tabulation Agent immediately)
that:
(a) It is an Ineligible Bondholder.
(b) It is not a person or entity (a "Person") (A) that is, or is
directly or indirectly owned or controlled by a Person that is,
described or designated in (i) the most current "Specially
Designated Nationals and Blocked Persons" list (which as of the
date hereof can be found at:
https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the
Foreign Sanctions Evaders List (which as of the date hereof can be
found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf)
or (iii) the most current "Consolidated list of persons, groups and
entities subject to EU financial sanctions" (which as of the date
hereof can be found at:
https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions)
or (iv) the most current "UK sanctions list" (which as of the date
hereof can be found at:
https://www.gov.uk/government/publications/the-uk-sanctions-list);
or (B) that is otherwise the subject of any sanctions administered
or enforced by any Sanctions Authority, other than solely by virtue
of their inclusion in: (i) the most current "Sectoral Sanctions
Identifications" list (which as of the date hereof can be found at:
https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the "SSI
List"), (ii) Annexes III, IV, V and VI of Council Regulation No.
833/2014, as amended from time to time including (without
limitation) by Council Regulation No. 960/2014, Council Regulation
(EU) No 1290/2014, Council Regulation (EU) No 2015/1797 and Council
Regulation (EU) No 2017/2212 (the "EU Annexes"), or (iii) any other
list maintained by a Sanctions Authority, with similar effect to
the SSI List or the EU Annexes. For these purposes "Sanctions
Authority" means each of: (i) the United States government; (ii)
the United Nations; (iii) the European Union (or any of its member
states); (iv) the United Kingdom; (v) any other equivalent
governmental or regulatory authority, institution or agency which
administers economic, financial or trade sanctions; and (vi) the
respective governmental institutions and agencies of any of the
foregoing including, without limitation, the Office of Foreign
Assets Control of the US Department of the Treasury, the United
States Department of State, the United States Department of
Commerce and Her Majesty's Treasury.
(c) It has undertaken all appropriate analysis of the
implications of the Consent Solicitation without reliance on the
Issuer, the Borrower, the Trustees, the Agents, the Sole
Solicitation Agent or the Tabulation Agent.
(d) It has observed the laws of all relevant jurisdictions,
obtained all requisite governmental, exchange control or other
required consents, complied with all requisite formalities and paid
any issue, transfer or other taxes or requisite payments due from
it in each respect in connection with its Ineligible Holder
Instruction and/or the Extraordinary Resolution in any jurisdiction
and that it has not taken or omitted to take any action in breach
of the representations or which will or may result in the Issuer,
the Borrower, the Trustees, the Sole Solicitation Agent, the
Tabulation Agent or any other person acting in breach of the legal
or regulatory requirements of any such jurisdiction in connection
with the Extraordinary Resolution.
(e) Its Ineligible Holder Instruction is made on the terms and
conditions set out in this Notice and therein.
(f) Its Ineligible Holder Instruction is being submitted in
compliance with the applicable laws or regulations of the
jurisdiction in which the Class A2 Bondholder is located or in
which it is resident or located and no registration, approval or
filing with any regulatory authority of such jurisdiction is
required in connection with such Ineligible Holder Instruction.
(g) It holds and will hold, until the earlier of (i) the date on
which its Ineligible Holder Instruction is validly revoked, and
(ii) conclusion of the Meeting or (if applicable) an adjourned
Meeting, as the case may be, the Class A2 Bonds the subject of the
Ineligible Holder Instruction, in the relevant Clearing System and
in accordance with the requirements of the relevant Clearing System
and by the deadline required by the relevant Clearing System, it
has submitted, or has caused to be submitted, an Ineligible Holder
Instruction to the relevant Clearing System, as the case may be, to
authorise the blocking of such Class A2 Bonds with effect on and
from the date thereof so that no transfers of such Class A2 Bonds
may be effected until the occurrence of any of the events listed in
(i) or (ii) above.
(h) It acknowledges that none of the Issuer, the Borrower, the
Trustees, the Sole Solicitation Agent, the Tabulation Agent, the
Agents or any of their respective affiliates, directors, officers,
employees, representatives or agents has made any recommendation as
to whether to vote on the Extraordinary Resolution and it
represents that it has made its own decision with regard to the
Extraordinary Resolution based on any independent legal, financial,
tax or other advice that it has deemed necessary to seek.
(i) It acknowledges that all authority conferred or agreed to be
conferred pursuant to these acknowledgements, representations,
warranties and undertakings and every obligation of the Class A2
Bondholder offering to waive its right to vote on the Extraordinary
Resolution shall to the extent permitted by applicable law be
binding upon the successors, assigns, heirs, executors, trustees in
bankruptcy and legal representatives of the Class A2 Bondholder
waiving its right to vote on the Extraordinary Resolution and shall
not be affected by, and shall survive, the death or incapacity of
the Class A2 Bondholder waiving its right to vote on the
Extraordinary Resolution, as the case may be.
(j) It acknowledges that the 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 may not be
offered or sold in the United States or to, or for the account or
benefit of, U.S. persons, unless an exemption from the registration
requirements of the Securities Act is available (terms used in this
paragraph that are, unless otherwise specified, defined in
Regulation S under the Securities Act are used as defined in
Regulation S).
(k) The information given by or on behalf of such Class A2
Bondholder in the Ineligible Holder Instruction is true and will be
true in all respects at the time of the Meeting (or an adjourned
Meeting).
(l) No information has been provided to it by the Issuer, the
Borrower, the Trustees, the Agents, the Sole Solicitation Agent or
the Tabulation Agent, or any of their respective affiliates,
directors, officers, employees, representatives or agents, with
regard to the tax consequences for Class A2 Bondholders arising
from the participation in the Meeting or the implementation of the
Extraordinary Resolution, and it acknowledges that it is solely
liable for any taxes and similar or related payments imposed on it
under the laws of any applicable jurisdiction as a result of its
submission of the Ineligible Holder Instruction, and agrees that it
will not and does not have any right of recourse (whether by way of
reimbursement, indemnity or otherwise) against the Issuer, the
Borrower, the Trustees, the Agents, the Sole Solicitation Agent or
the Tabulation Agent, or any of their respective affiliates,
directors, officers, employees, representatives or agents, or any
other person, in respect of such taxes and payments.
The representation, warranty and undertaking set out in
paragraph (b) above shall, other than when such representation,
warranty and undertaking is made by a Class A2 Bondholder (and, if
applicable, the Direct Participant submitting the relevant
Ineligible Holder Instruction on such Class A2 Bondholder's behalf)
at the time of submission of the relevant Ineligible Holder
Instruction, not apply if and to the extent that it is or would be
a breach of any provision of (i) Council Regulation (EC) No
2271/1996 (the Blocking Regulation) and/or any law or regulation
implementing the Blocking Regulation in any member state of the
European Union) or (ii) the Blocking Regulation as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018.
If any Ineligible Bondholder is unable to give any of the
representations and warranties described above, such Ineligible
Bondholder should contact the Tabulation Agent.
Each Ineligible Bondholder submitting an Ineligible Holder
Instruction in accordance with its terms shall have agreed to
indemnify the Issuer, the Borrower, the Trustees, the Sole
Solicitation Agent, the Tabulation Agent, the Agents and each of
their respective affiliates, directors, officers, employees,
representatives or agents against all and any losses, costs, fees,
claims, liabilities, expenses, charges, actions or demands which
any of them may incur or which may be made against any of them as a
result of any breach of any of the terms of, or any of the
representations, warranties and/or undertakings given pursuant to,
such instruction by such Class A2 Bondholder.
All questions as to the validity, form and eligibility
(including the time of receipt) of any Ineligible Holder
Instructions or revocation or revision thereof or delivery of
Ineligible Holder Instructions will be determined by the Issuer in
its sole discretion, which determination will be final and binding.
The Issuer reserves the absolute right to reject any and all
Ineligible Holder Instructions not in a form which is, in the
opinion of the Issuer, lawful. The Issuer also reserves the
absolute right to waive defects in Ineligible Holder Instructions
with regard to any Class A2 Bonds. None of the Issuer, the
Borrower, the Trustees, the Sole Solicitation Agent, the Agents or
the Tabulation Agent shall be under any duty to give notice to
Class A2 Bondholders or beneficial owners of Class A2 Bonds of any
irregularities in Ineligible Holder Instructions; nor shall any of
them incur any liability for failure to give notification of any
material amendments to the terms and conditions of the Consent
Solicitation.
REQUIREMENTS OF U.S. SECURITIES LAWS
In the event the Extraordinary Resolution is passed and
implemented, the Supplemental Trust Deed will contain a statement
that, until the expiry of the period of 40 days after the date of
the Supplemental Trust Deed, sales of the Class A2 Bonds may not be
made in the United States or to U.S. persons unless made outside
the United States pursuant to Rules 903 and 904 of Regulation S
under the Securities Act.
GENERAL INFORMATION
The attention of Class A2 Bondholders is particularly drawn to
the quorum required for the Meeting and for an adjourned Meeting
which is set out in paragraphs 1 , 2 , 4 , 5 and 6 of " Voting and
Quorum " below. Having regard to such requirements, Class A2
Bondholders are strongly urged either to attend (via
teleconference) the Meeting or to take steps to be represented (via
teleconference) at the Meeting (including by way of submitting a
Consent Instruction or an Ineligible Holder Instruction) as soon as
possible.
Voting and Quorum
Class A2 Bondholders who have submitted and not revoked a valid
Consent Instruction or Ineligible Holder Instruction in respect of
the Extraordinary Resolution by 5.00 p.m. (London time) on 1
December 2021 (the "Expiration Deadline"), by which they will (i)
(in the case of Consent Instructions) have given instructions for
the appointment by the Principal Paying Agent of one or more
representatives of the Tabulation Agent as their proxy to vote in
the manner specified or identified in such Consent Instruction at
the Meeting (or an adjourned such Meeting) or (ii) (in the case of
Ineligible Holder Instructions) waived such rights, need take no
further action to be represented at the Meeting (or an adjourned
such Meeting).
Class A2 Bondholders who have not submitted, or who have
submitted and revoked, a Consent Instruction or Ineligible Holder
Instruction in respect of the Extraordinary Resolution by the
Expiration Deadline should take note of the provisions set out
below detailing how such Class A2 Bondholders can attend or take
steps to be represented (via teleconference) at the Meeting
(references to which, for the purposes of such provisions, include,
unless the context otherwise requires, an adjourned such
Meeting).
1. Subject as set out below, the provisions governing the
convening and holding of the Meeting are set out in Schedule 3
(Provisions for Meetings of Bondholders) to the Trust Deed, a copy
of which is available for inspection upon written request by the
Class A2 Bondholders during normal business hours (being 9.00 a.m.
to 3.00 p.m.) at the specified offices of the Agents on any weekday
(public holidays excepted).
All of the Class A2 Bonds are represented by a global Bond and
are held by a common depositary for Euroclear and Clearstream,
Luxembourg. For the purpose of the Meeting, a "Direct Participant"
shall mean each person who is for the time being shown in the
records of Euroclear or Clearstream, Luxembourg as the holder of a
particular principal amount outstanding of the Class A2 Bonds.
Each person (a "beneficial owner") who is the owner of a
particular principal amount of the Class A2 Bonds through
Euroclear, Clearstream, Luxembourg or a Direct Participant, should
note that a beneficial owner will only be entitled to attend (via
teleconference) and vote at the Meeting in accordance with the
procedures set out below and where a beneficial owner is not a
Direct Participant it will need to make the necessary arrangements,
either directly or with the intermediary through which it holds its
Class A2 Bonds, for the Direct Participant to complete these
procedures on its behalf by all applicable deadlines.
A Direct Participant or beneficial owner of Class A2 Bonds
wishing to attend (via teleconference) the Meeting in person must
produce at the Meeting a valid voting certificate or certificates
issued by the Principal Paying Agent relating to the Class A2 Bonds
in respect of which such Direct Participant or beneficial owner
wishes to vote.
A Direct Participant not wishing to attend (via teleconference)
the Meeting in person may (or the beneficial owner of the relevant
Class A2 Bonds may arrange for the relevant Direct Participant on
its behalf to) give a voting instruction (by giving an electronic
instruction to block its Class A2 Bonds and to vote in respect of
the Extraordinary Resolution to Euroclear or Clearstream,
Luxembourg in accordance with the procedures of Euroclear or
Clearstream, Luxembourg, as applicable) requiring the Principal
Paying Agent to include the votes attributable to its Class A2
Bonds in a block voting instruction issued by the Principal Paying
Agent for the Meeting or an adjourned such Meeting, and the
Principal Paying Agent shall appoint a proxy to attend (via
teleconference) and vote at the Meeting in accordance with such
Direct Participant's instructions. A Direct Participant holding
Class A2 Bonds and not wishing to attend (via teleconference) the
Meeting in person may alternatively deliver its valid voting
certificate(s) to the person whom it wishes to attend (via
teleconference) the Meeting on its behalf.
Beneficial owners or their Direct Participants must have made
arrangements to vote with the relevant Clearing System by not later
than 48 hours before the time fixed for the Meeting (or an
adjourned such Meeting) and within the relevant time limit
specified by the relevant Clearing System (which may set a
significantly earlier deadline) and request or make arrangements
for the relevant Clearing System to block the Class A2 Bonds in the
relevant Direct Participant's account and to hold the same to the
order or under the control of the Principal Paying Agent.
Class A2 Bonds blocked as set out above will not be released
until the earlier of (i) the date on which the relevant electronic
voting and blocking instruction is validly revoked (including its
automatic revocation on the termination of the Consent
Solicitation); (ii) the conclusion of the Meeting (or, if
applicable, an adjourned such Meeting); and (iii) not less than 48
hours before the time for which the Meeting (or, if applicable, an
adjourned such Meeting) is convened, the notification in writing of
any revocation of a Direct Participant's previous instructions to
the Principal Paying Agent.
Class A2 Bondholders should note that the timings and procedures
set out in this notice reflect the requirements for meetings set
out in the Trust Deed, but that the Clearing Systems and the
relevant intermediaries may have their own additional requirements
as to timings and procedures for voting on the Extraordinary
Resolution. Accordingly, Class A2 Bondholders wishing to vote in
respect of the Extraordinary Resolution are strongly urged either
to contact their custodian (in the case of a beneficial owner whose
Class A2 Bonds are held in book-entry form by a custodian) or the
relevant Clearing System (in the case of a person whose Class A2
Bonds are held in book-entry form directly in the relevant Clearing
System), as soon as possible.
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. 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 this Notice. Any Class A2 Bondholders who
indicate to the Tabulation Agent 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 pursuant to a block voting instruction as
described above) will be provided with further details about
attending (via teleconference) the Meeting.
All references in this Notice to attendance or voting "in
person" shall refer to the attendance or voting at the Meeting by
way of the teleconference facility.
2. The Class A2 Bonds have, pursuant to the Conditions, been
subject to amortisation since their date of issue. In respect of
the Class A2 Bonds, Bondholders (or Direct Participants) wishing to
make arrangements through the Clearing Systems for the giving of
voting instructions in respect of the Meeting as described above
should make such arrangements by reference to the original
principal amount of the Class A2 Bonds.
3. The quorum at the Meeting for passing the Extraordinary
Resolution shall be one or more persons holding or representing in
the aggregate not less than three quarters of the Principal Amount
Outstanding of the Class A2 Bonds. If a quorum is not present
within 15 minutes (or such longer period not exceeding 30 minutes
as chairman of the Meeting may decide) after the time fixed for the
Meeting, the Meeting will be adjourned for a period of not less
than 13 clear days and not more than 42 clear days. In addition, if
the quorum required for, and the requisite majority of votes cast
at, the Meeting is satisfied but the Eligibility Condition in
respect of such Meeting is not satisfied, the chairman of the
Meeting will adjourn the Meeting for a period of not less than 13
clear days and not more than 42 clear days. The Extraordinary
Resolution will then be considered at an adjourned Meeting (notice
of which will be given to the Class A2 Bondholders). At an
adjourned Meeting, one or more persons holding or representing in
the aggregate not less than one third of the Principal Amount
Outstanding of the Class A2 Bonds form a quorum and shall have the
power to pass the Extraordinary Resolution.
4. To be passed at the Meeting, the Extraordinary Resolution
requires a majority in favour consisting of not less than
three-fourths of the votes cast at such Meeting.
The question submitted to the Meeting shall be decided in the
first instance by a show of hands unless a poll is (before, or on
the declaration of the result of, the show of hands) demanded by
the chairman of the Meeting, the Issuer, the Bond Trustee or by one
or more persons entitled to vote at the Meeting.
At the Meeting, (A) on a show of hands every person who is
present in person (via teleconference) and who produces a voting
certificate or is a proxy or representative has one vote and (B) on
a poll every such person has one vote in respect of each GBP1 of
Principal Amount Outstanding of Class A2 Bonds so represented by
the voting certificate so produced or for which he is a proxy or
representative.
At the Meeting a declaration by the Chairman that a resolution
has been passed, passed by a particular majority, rejected or
rejected by a particular majority shall be conclusive, without
proof of the number of votes cast for, or against, the
resolution.
5. The implementation of the Consent Solicitation and the
Extraordinary Resolution will be conditional on the satisfaction of
the Consent Conditions.
6. If passed, the Extraordinary Resolution will be binding upon
all the Class A2 Bondholders, whether or not present at the Meeting
and whether or not they voted.
Documents Available for Inspection
Copies of items (a) to (d) below (together, the "Bondholder
Information") will be available upon written request from the date
of this Notice, for inspection during normal business hours at the
specified offices of the Agents on any weekday (public holidays
excepted) and on the website of the Tabulation Agent
(https://deals.lucid-is.com/meadowhall).
(a) this Notice;
(b) the Trust Deed;
(c) the current drafts of each Amendment Document as referred to
in the Extraordinary Resolution set out above; and
(d) such other ancillary documents as may be approved by the
Bond Trustee as are necessary or desirable to give effect to the
Bondholder Proposal in full.
This Notice should be read in conjunction with the Bondholder
Information.
The Bondholder Information may be supplemented from time to
time. Bondholders should note that each Amendment Document may be
subject to amendment (where such amendments are in line with the
Proposed Amendments) up until the date fixed for the Meeting.
Should such amendments be made, blacklined copies (showing the
changes from the applicable originally available Amendment
Document) and clean versions will be available from the Tabulation
Agent (including on the website of the Tabulation Agent
(https://deals.lucid-is.com/meadowhall)).
CONTACT INFORMATION
Eligible Bondholders may obtain further information relating to
the Proposed Amendments from the Sole Solicitation Agent
directly:
THE SOLE SOLICITATION AGENT
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Attention: Liability Management
Telephone: +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 Proposed Amendments from
Meadowhall Finance PLC directly:
Meadowhall Finance PLC
York House
45 Seymour Street
London W1H 7LX
Attention: Hursh Shah/Peter Murrell
Telephone: + 44 20 7467 2868
Email: treasury@britishland.com
The contact details for the Tabulation Agent, the Principal
Paying Agents and the Bond Trustee are set out below:
THE 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
THE BOND TRUSTEE THE PRINCIPAL PAYING AGENT
BNP Paribas Securities Services, Luxembourg Branch
Apex Corporate Trustees (UK) Limited Transaction Management & Listing
(formerly, Capita Trust Company Limited) Corporate Trust Operations
6(th) Floor 60 Avenue John F. Kennedy
140 London Wall L-2085 Luxembourg
London EC2Y 5DN Attention: Darren Moran / Cécile Baumann
United Kingdom
Bondholders should contact the Tabulation Agent at the address
details above for further information on the process for voting at
the Meeting.
ANNOUNCEMENTS
If the Issuer is required to make an announcement relating to
matters set out in this Notice, any such announcement will be made
in accordance with all applicable rules and regulations via notices
to the Clearing Systems for communication to Class A2 Bondholders
and an announcement released via the Regulatory News Service of the
London Stock Exchange. Such announcement may also be made by the
issue of a press release to a Notifying News Service.
This Notice is given by:
Meadowhall Finance PLC
Dated: 12 November 2021
Annex A to the Notice of Meeting
AMMENTS TO THE CONDITIONS
PART 1
CALCULATION OF COMPOUNDED DAILY SONIA
Condition 4.5 (Floating Rate of Interest) will be replaced by
the following wording:
"4.5 Floating Rate of Interest
(A) BNP Paribas Securities Services, Luxembourg Branch (in such
capacity, the Agent Bank) will on each Interest Determination Date
determine the rate of interest payable in respect of each class of
the Floating Rate Bonds (each a Floating Rate of Interest) in
accordance with the provisions of this Condition 4.5.
(B) The Floating Rate of Interest in respect of each class of
Floating Rate Bonds for each Floating Interest Period up to and
including the Floating Interest Period ending on (but excluding)
the Interest Payment Date falling in January 2022 will be
determined on the basis of the following provisions:
(a) On each Interest Determination Date (as defined below) the
Agent Bank will determine the Screen Rate (as defined below) at
approximately 11.00 a.m. London time on that Interest Determination
Date. If the Screen Rate is unavailable, the Agent Bank will
request the principal London office of each of the Reference Banks
(as defined below) to provide the Agent Bank with the rate at which
deposits in sterling are offered by it to prime banks in the London
interbank market for three months (or in the case of the first
Interest Period, the linear interpolation of two week and one
month) at approximately 11.00 a.m. London time on the Interest
Determination Date in question and for a Representative Amount (as
defined below).
(b) The Floating Rate of Interest for the Floating Interest
Period in respect of each class of the Floating Rate Bonds shall be
the Screen Rate plus the Margin (as defined below) applicable to
the relevant class of Floating Rate Bonds or, if the Screen Rate is
unavailable, and at least two of the Reference Banks provide such
rates, the arithmetic mean (rounded if necessary to the fourth
decimal place, with 0.00005 being rounded upwards) as established
by the Agent Bank of such rates, plus the applicable Margin.
(c) If the Screen Rate is unavailable and fewer than two rates
are provided as requested, the Floating Rate of Interest for that
Floating Interest Period will be the arithmetic mean of the rates
quoted by major banks in London, selected by the Agent Bank, at
approximately 11.00 a.m. (London time) on the first day of such
Floating Interest Period for loans in sterling to leading European
banks for a period of three months commencing on the first day of
such Floating Interest Period and for a Representative Amount, plus
the applicable Margin. If the Floating Rate of Interest cannot be
determined in accordance with the above provisions, the Floating
Rate of Interest shall be determined as at the last preceding
Interest Determination Date (though substituting, where a different
Margin is to be applied to the relevant Floating Interest Period
from that which applied to the preceding Floating Interest Period,
the Margin relating to the relevant Floating Interest Period in
place of the Margin relating to that preceding Floating Interest
Period).
(d) In these Conditions, for so long as the Floating Rate of
Interest is determined in accordance with this Condition 4.5(B)
(and except where otherwise defined), the expression:
(i) Business Day means a day on which commercial banks settle
payments and are open for general business in London and
Luxembourg;
(ii) Interest Determination Date means the second Business Day
prior to start of the Floating Interest Period for which the rate
will apply;
(iii) London Business Day means a day on which commercial banks
settle payments and are open for general business in London;
(iv) Margin means:
(1) in relation to the Class A2 Bonds, 0.22 per cent. per annum;
(2) in relation to the Class M1 Bonds, subject as provided in
Condition 4.12, 0.48 per cent. per annum; and
(3) in relation to the Class Cl Bonds, subject as provided in
Condition 4.12, 0.83 per cent. per annum.
(v) Reference Banks means the principal London office of each of
four major banks engaged in the London interbank market selected by
the Agent Bank provided that, once a Reference Bank has been
selected by the Agent Bank, that Reference Bank shall not be
changed unless and until it ceases to be capable of acting as
such;
(vi) Representative Amount means, in relation to any quotation
of a rate for which a Representative Amount is relevant, an amount
that is representative for a single transaction in the relevant
market at the relevant time; and
(vii) Screen Rate means the rate for three month (or, in the
case of the first Interest Period, a linear interpolation of two
week and one month) deposits in sterling which appears on Telerate
screen page No. 3750 (or such other page that may replace that page
on that service, or such other service as may be nominated as the
information vendor, for the purpose of displaying applicable rates
or prices, including Reuters Page LIBOR01).
(C) The Floating Rate of Interest in respect of each class of
the Floating Rate Bonds for each Floating Interest Period from and
including the Floating Interest Period commencing in January 2022
will be determined on the basis of the following provisions.
The Floating Rate of Interest for each such Floating Interest
Period shall be the aggregate of (1) Compounded Daily SONIA with
respect to such Floating Interest Period, (2) the Reference Rate
Adjustment and (3) the relevant Margin.
In these Conditions, for so long as the Floating Rate of
Interest is determined in accordance with this Condition 4.5(C)
(and except where otherwise defined), the expression:
Compounded Daily SONIA means, with respect to a Floating
Interest Period, the rate of return of a daily compound interest
investment during the Observation Period corresponding to such
Floating Interest Period (with the daily Sterling Overnight Index
Average as the reference rate for the calculation of interest) as
calculated by the Agent Bank on the related Interest Determination
Date in accordance with the following formula (and the resulting
percentage will be rounded, if necessary, to the nearest fifth
decimal place, with 0.000005 being rounded upwards):
d (0)
[ (1+ SONIA (i-pLBD) × n (i) / 365) -1] × 365/d
i=1
where:
d means the number of calendar days in the relevant Floating
Interest Period;
d(o) means the number of London Banking Days in the relevant
Floating Interest Period;
i means a series of whole numbers from one to "d(o) ", each
representing the relevant London Banking Day in chronological order
from (and including) the first London Banking Day in the relevant
Floating Interest Period;
London Banking Day means any day (other than a Saturday or
Sunday) on which commercial banks are open for general business
(including dealing in foreign exchange and foreign currency
deposits) in London;
n(i) means, in relation to any London Banking Day "i", the
number of calendar days from (and including) such London Banking
Day "i" up to (but excluding) the following London Banking Day;
Observation Period means, in respect of the relevant Floating
Interest Period, the period from (and including) the date falling
"p" London Banking Days prior to the first day of such Interest
Period to (but excluding) the date falling "p" London Banking Days
prior to (A) the Interest Payment Date for such Floating Interest
Period, or (B) (if applicable) such earlier date, if any, on which
the relevant payment of interest falls due;
p means five London Banking Days;
Relevant Screen Page means Bloomberg page SONIO/N Index (or any
replacement or successor page);
the SONIA reference rate means, in respect of any London Banking
Day "LBDx", a reference rate equal to the daily Sterling Overnight
Index Average (SONIA) rate for such LBDx, as provided by the
administrator of SONIA to authorised distributors and as then
published on the Relevant Screen Page (or, if the Relevant Screen
Page is unavailable, as otherwise published by such authorised
distributors) on the London Banking Day immediately following such
LBDx; and
SONIA(i-pLBD) means, in respect of any London Banking Day "i",
the SONIA reference rate in respect of the London Banking Day
falling "p" London Banking Days prior to the relevant London
Banking Day "i"; and
Interest Determination Date means the fifth London Banking Day
before the Interest Payment Date relating to the Floating Interest
Period for which the relevant Floating Rate of Interest and
Floating Interest Amount will apply;
Margin means:
(1) in relation to the Class A2 Bonds, 0.22 per cent. per annum;
(2) in relation to the Class M1 Bonds, subject as provided in
Condition 4.12, 0.48 per cent. per annum; and
(3) in relation to the Class Cl Bonds, subject as provided in
Condition 4.12, 0.83 per cent. per annum; and
Reference Rate Adjustment means: 0.1193 per cent. per annum.
Subject to Condition 4.14, if, in respect of any London Banking
Day in the relevant Observation Period, the Agent Bank determines
that the applicable SONIA reference rate is not available on the
Relevant Screen Page and has not otherwise been published by the
relevant authorised distributors, then the Agent Bank shall
determine the SONIA reference rate in respect of such London
Banking Day as being:
(I) the sum of (i) the Bank of England's Bank Rate (the Bank
Rate) prevailing at 5.00 p.m. (London time) (or, if earlier, close
of business) on such London Banking Day; and (ii) the mean of the
spread of the SONIA reference rate to the Bank Rate over the
previous five London Banking Days in respect of which a SONIA
reference rate has been published, excluding the highest spread
(or, if there is more than one highest spread, one only of those
highest spreads) and lowest spread (or, if there is more than one
lowest spread, one only of those lowest spreads); or
(II) if the Bank Rate under (I)(i) above is not available at the
relevant time, either (A) the SONIA reference rate published on the
Relevant Screen Page (or otherwise published by the relevant
authorised distributors) for the first preceding London Banking Day
in respect of which the SONIA reference rate was published on the
Relevant Screen Page (or otherwise published by the relevant
authorised distributors) or (B) if this is more recent, the latest
rate determined under (I) above,
and, in each case, references to "SONIA reference rate" in this
Condition 4.5(c) shall be construed accordingly.
Subject to Condition 4.14, if the Floating Rate of Interest
applicable to any class of the Floating Rate Bonds in respect of a
Floating Interest Period cannot be determined in accordance with
the foregoing provisions of this Condition 4.5(C), the Floating
Rate of Interest applicable to such class of the Floating Rate
Bonds in respect of such Floating Interest Period shall be that
determined as at the last preceding Interest Determination Date
(though substituting, where a different Margin is to be applied to
the relevant Floating Interest Period from that which applied to
the preceding Floating Interest Period, the Margin relating to the
relevant Floating Interest Period in place of the Margin relating
to that preceding Floating Interest Period).
If the Floating Rate Bonds become due and payable in accordance
with Condition 9, the final Floating Rate of Interest applicable to
the Floating Rate Bonds of each class shall be calculated for the
period from (and including) the previous Interest Payment Date to
(but excluding) the date on which the Floating Rate Bonds of such
class become so due and payable, and such Floating Rate of Interest
shall continue to apply to the Floating Rate Bonds of such class
for so long as interest continues to accrue thereon as provided in
the Conditions."
PART 2
FALLBACK PROVISIONS IN CASE THE SONIA REFERENCE RATE IS NOT
AVAILABLE
The following wording shall be included as a new Condition
4.14:
"4.14 Benchmark Discontinuation
(A) Independent Adviser
If a Benchmark Event occurs in relation to an Original Reference
Rate at any time when these Conditions provide for any remaining
Floating Rate of Interest (or any component part thereof)
applicable to the Floating Rate Bonds to be determined by reference
to such Original Reference Rate, then the Issuer shall use its
reasonable endeavours to appoint an Independent Adviser, as soon as
reasonably practicable, to determine a Successor Rate, failing
which an Alternative Rate (in accordance with Condition 4.14(B))
and, in either case, an Adjustment Spread (in accordance with
Condition 4.14(C)) and any Benchmark Amendments (in accordance with
Condition 4.14(D)).
An Independent Adviser appointed pursuant to this Condition 4.14
shall act in good faith and in a commercially reasonable manner and
(in the absence of bad faith or fraud) shall have no liability
whatsoever to the Issuer, the Issuer Secured Parties or the
Bondholders for any determination made by it pursuant to this
Condition 4.14.
(B) Successor Rate or Alternative Rate
If the Independent Adviser, acting in good faith and in a
commercially reasonable manner, determines that:
(I) there is a Successor Rate, then such Successor Rate (as
adjusted by the applicable Adjustment Spread as provided in
Condition 4.14 (C)) shall subsequently be used in place of the
Original Reference Rate to determine the Floating Rate of Interest
(or the relevant component part(s) thereof) for all relevant future
payments of interest on the Floating Rate Bonds (subject to the
further operation of this Condition 4.14); or
(II) there is no Successor Rate but that there is an Alternative
Rate, then such Alternative Rate (as adjusted by the applicable
Adjustment Spread as provided in Condition 4.14(C)) shall
subsequently be used in place of the Original Reference Rate to
determine the Floating Rate of Interest (or the relevant component
part(s) thereof) for all relevant future payments of interest on
the Floating Rate Bonds (subject to the further operation of this
Condition 4.14).
(C) Adjustment Spread
If a Successor Rate or Alternative Rate is determined in
accordance with Condition 4.14(B), the Independent Adviser, acting
in good faith and in a commercially reasonable manner, shall
determine an Adjustment Spread (which may be expressed as a
specified quantum or a formula or methodology for determining the
applicable Adjustment Spread (and, for the avoidance of doubt, an
Adjustment Spread may be positive, negative or zero)), which
Adjustment Spread shall be applied to the Successor Rate or the
Alternative Rate (as the case may be) for each subsequent
determination of a relevant Floating Rate of Interest (or a
relevant component part thereof) by reference to such Successor
Rate or Alternative Rate (as applicable).
(D) Benchmark Amendments
If any Successor Rate or Alternative Rate and (in either case)
the applicable Adjustment Spread is determined in accordance with
this Condition 4.14 and the Independent Adviser, acting in good
faith and in a commercially reasonable manner, determines (I) that
amendments to these Conditions, the Bond Trust Deed and/or any
other Transaction Document are necessary to ensure the proper
operation of such Successor Rate or Alternative Rate and/or (in
either case) Adjustment Spread (such amendments, the "Benchmark
Amendments") and (II) the terms of the Benchmark Amendments, then
the Issuer shall, subject to giving notice thereof in accordance
with Condition 4.14(E), without any requirement for the consent or
approval of Bondholders, vary these Conditions, the Bond Trust Deed
and/or such other Transaction Document(s) (as applicable) to give
effect to such Benchmark Amendments with effect from the date
specified in such notice.
At the request of the Issuer, but subject to (i) receipt by the
Bond Trustee of a certificate signed by two Directors of the Issuer
pursuant to Condition 4.14(E) and (ii) the Bond Trustee being
satisfied that the interests of the Class A1 Bondholders, the Class
B Bondholders and, to the extent that the Class C1 Bonds and the
Class M1 Bonds are no longer held by the Issuer, the Class C1
Bondholders and the Class M1 Bondholders shall not be materially
prejudiced thereby, the Bond Trustee shall (at the expense of the
Issuer), without any requirement for the consent or approval of
Bondholders, be obliged to concur with the Issuer in effecting any
Benchmark Amendments (including, inter alia, by the execution of a
deed supplemental to or amending the Bond Trust Deed) and the Bond
Trustee shall not be liable to any party for any consequences
thereof (irrespective of whether such Benchmark Amendment(s)
relate(s) to a Basic Terms Modification (as defined in the Bond
Trust Deed), provided that the Bond Trustee shall not be obliged so
to concur if in the opinion of the Bond Trustee doing so would
impose more onerous obligations upon it or expose it to any
additional duties, responsibilities or liabilities or reduce or
amend rights and/or the protective provisions afforded to the Bond
Trustee in these Conditions and/or the Bond Trust Deed (including,
for the avoidance of doubt, any supplemental trust deed) and/or any
other documents to which it is a party in any way.
The Agent Bank shall effect such consequential amendments to the
Agency Agreement and these Conditions as may be required to give
effect to this Condition 4.14, provided that the Agent Bank shall
not be bound by or be obliged to give effect to any Benchmark
Amendment(s), if in the opinion of the Agent Bank, the same would
not be operable or would impose more onerous obligations upon it or
expose it to any additional duties, responsibilities or liabilities
or reduce or amend the rights and/or the protective provisions
afforded to it in these Conditions and/or the Agency Agreement
and/or any other documents to which it is a party in any way.
(E) Notices, etc.
The Issuer will notify the Bond Trustee, the Agent Bank, the
Paying Agents and, in accordance with Condition 14, the Bondholders
promptly of any Successor Rate, Alternative Rate, Adjustment Spread
and the specific terms of any Benchmark Amendments determined under
this Condition 4.14. Such notice shall be irrevocable and shall
specify the effective date of the Benchmark Amendments, if any.
No later than notifying the Bond Trustee of the same, the Issuer
shall deliver to the Bond Trustee a certificate signed by two
Directors of the Issuer:
(I) confirming (w) that a Benchmark Event has occurred, (x) the
Successor Rate or, as the case may be, the Alternative Rate, (y)
the applicable Adjustment Spread and (z) the specific terms of any
Benchmark Amendments, in each case as determined in accordance with
the provisions of this Condition 4.14; and
(II) certifying that the Benchmark Amendments (if any) are
necessary to ensure the proper operation of such Successor Rate or
Alternative Rate and/or (in either case) the applicable Adjustment
Spread.
The Bond Trustee shall be entitled to rely on such certificate
(without inquiry and without liability to any person) as sufficient
evidence thereof. The Successor Rate or Alternative Rate and (in
either case) the applicable Adjustment Spread and the Benchmark
Amendments (if any) specified in such certificate will (in the
absence of manifest error in the determination of the Successor
Rate or Alternative Rate and the applicable Adjustment Spread and
the Benchmark Amendments (if any) and without prejudice to the Bond
Trustee's ability to rely on such certificate as aforesaid) be
binding on the Issuer, the Agent Bank, the Bond Trustee, the other
Issuer Secured Parties and the Bondholders as of their effective
date.
(F) Survival of Original Reference Rate
Without prejudice to the obligations of the Issuer under the
provisions of this Condition 4.14, the Original Reference Rate and
the fallback provisions provided for in Condition 4.5 will continue
to apply unless and until a Benchmark Event has occurred.
(G) Fallbacks
If, following the occurrence of a Benchmark Event and in
relation to the determination of the Floating Rate of Interest in
respect of the Floating Rate Bonds on the relevant Interest
Determination Date, no Successor Rate or Alternative Rate (as
applicable) or (in either case) applicable Adjustment Spread is
determined and notified to the Bond Trustee and the Agent Bank, in
each case pursuant to this Condition 4.14, prior to such Interest
Determination Date, the Original Reference Rate will continue to
apply for the purposes of determining such Floating Rate of
Interest on such Interest Determination Date, with the effect that
the fallback provisions provided for in Condition 4.5 will (if
applicable) continue to apply to such determination.
For the avoidance of doubt, this Condition 4.14(G) shall apply
to the determination of the Floating Rate of Interest in respect of
the Floating Rate Bonds on the relevant Interest Determination Date
only, and the Floating Rate of Interest in respect of the Floating
Rate Bonds applicable to any subsequent Interest Period(s) is
subject to the subsequent operation of, and to adjustment as
provided in, this Condition 4.14.
(H) Definitions
As used in this Condition 4.14:
Adjustment Spread means either (a) a spread (which may be
positive, negative or zero), or (b) a formula or methodology for
calculating a spread, in either case which is to be applied to the
relevant Successor Rate or Alternative Rate (as applicable) and is
the spread, formula or methodology which:
(I) in the case of a Successor Rate, is formally recommended in
relation to the replacement of the Original Reference Rate with the
Successor Rate by any Relevant Nominating Body; or
(II) in the case of an Alternative Rate or (where (I) above does
not apply) in the case of a Successor Rate, the Independent Adviser
determines is recognised or acknowledged as being in customary
market usage in international debt capital markets transactions
which reference the Original Reference Rate, where such rate has
been replaced by the Successor Rate or the Alternative Rate (as the
case may be);
Alternative Rate means an alternative to the Original Reference
Rate which the Independent Adviser determines in accordance with
Condition 4.14(B) has replaced the Original Reference Rate in
customary market usage in the international debt capital markets
for the purposes of determining floating rates of interest (or the
relevant component part thereof) for debt securities denominated in
Sterling with a commensurate interest period as the Floating Rate
Bonds, or if the Independent Adviser determines that there is no
such rate, such other rate as the Independent Adviser determines in
its sole discretion is most comparable to the Original Reference
Rate;
Benchmark Amendments has the meaning given to it in Condition
4.14(D);
Benchmark Event means, with respect to an Original Reference
Rate:
(I) the Original Reference Rate ceasing to be published for at
least five Business Days or ceasing to exist or be administered;
or
(II) the later of (x) the making of a public statement by the
administrator of the Original Reference Rate that it will, on or
before a specified date, cease publishing the Original Reference
Rate permanently or indefinitely (in circumstances where no
successor administrator has been appointed that will continue
publication of the Original Reference Rate) and (y) the date
falling six months prior to the specified date referred to in
(II)(x); or
(III) the making of a public statement by the supervisor of the
administrator of the Original Reference Rate that the Original
Reference Rate has been permanently or indefinitely discontinued;
or
(IV) the later of (x) the making of a public statement by the
supervisor of the administrator of the Original Reference Rate that
the Original Reference Rate will, on or before a specified date, be
permanently or indefinitely discontinued and (y) the date falling
six months prior to the specified date referred to in (IV)(x);
or
(V) the later of (x) the making of a public statement by the
supervisor of the administrator of the Original Reference Rate that
means the Original Reference Rate will be prohibited from being
used or that its use will be subject to restrictions or adverse
consequences, in each case on or before a specified date and (y)
the date falling six months prior to the specified date referred to
in (V)(x); or
(VI) it has or will prior to the next Interest Determination
Date become unlawful for the Issuer, the Agent Bank or any Paying
Agent to calculate any payments due to be made to any Bondholder
using the Original Reference Rate; or
(VII) the making of a public statement by the supervisor of the
administrator of such Original Reference Rate announcing that such
Original Reference Rate is no longer representative or may no
longer be used;
Independent Adviser means an independent financial institution
of international repute or an independent financial adviser with
appropriate expertise in the international debt capital markets
appointed by the Issuer, at its own expense, under Condition
4.14(A) and as notified in writing to the Bond Trustee;
Original Reference Rate means SONIA (provided that if, following
one or more Benchmark Events, SONIA (or any Successor Rate or
Alternative Rate which has replaced it) has been replaced by a (or
a further) Successor Rate or Alternative Rate and a Benchmark Event
subsequently occurs in respect of such Successor Rate or
Alternative Rate, the term Original Reference Rate shall include
any such Successor Rate or Alternative Rate);
Relevant Nominating Body means, in respect of an Original
Reference Rate:
(I) the central bank for the currency to which the Original
Reference Rate relates, or any central bank or other supervisory
authority which is responsible for supervising the administrator of
the Original Reference Rate; or
(II) any working group or committee sponsored by, chaired or
co-chaired by or constituted at the request of (w) the central bank
for the currency to which the Original Reference Rate relates, (x)
any central bank or other supervisory authority which is
responsible for supervising the administrator of the Original
Reference Rate, (y) a group of the aforementioned central banks or
other supervisory authorities or (z) the Financial Stability Board
or any part thereof; and
Successor Rate means a successor to or replacement of the
Original Reference Rate which is formally recommended by any
Relevant Nominating Body."
The following wording shall be included at the end of Condition
11.11:
"In addition, the Bond Trustee shall, subject to the conditions
set out in Condition 4.14(D), be obliged to concur with the Issuer
in effecting any Benchmark Amendments in the circumstances and as
otherwise set out in Condition 4.14 without the consent or approval
of the Bondholders."
A corresponding amendment will be made to Clause 15.2 of the
Trust Deed.
Annex B to the Notice of Meeting
Q&A
This section provides an overview, in 'question and answer'
format, of the Bondholder Proposal described in this Notice.
These questions and answers do not purport to be complete, and
Class A2 Bondholders should consider the Notice in full before any
decision is made with respect to the Bondholder Proposal.
1 What is the Bondholder proposal in brief?
Pursuant to the Bondholder Proposal, the Issuer has convened the
Meeting for the purpose of enabling the Class A2 Bondholders to
consider and, if they think fit, approve a proposal for the
purposes of:
(a) amending the interest rate provisions that apply to the
Floating Rate Bonds such that, for each Interest Period commencing
on or after 12 January 2022, the rate of interest applicable to the
Floating Rate Bonds shall not be determined by reference to
Sterling LIBOR, and shall instead be the aggregate of:
(i) Compounded Daily SONIA (as the new reference rate for the Floating Rate Bonds); and
(ii) the original margin of 0.22 per cent. per annum in respect
of the Class A2 Bonds, 0.48 per cent. per annum in respect of the
Class M1 Bonds and 0.83 per cent. per annum in respect of the Class
C1 Bonds (which, in each case, shall remain unaltered by these
amendments); and
(iii) a Reference Rate Adjustment of 0.1193 per cent. per annum
(to reflect the economic difference between the LIBOR and SONIA
rates (using the methodology for such adjustment contained in the
ISDA IBOR Fallback Supplement) as further described in "Background
- Rationale for the proposed Reference Rate Adjustment" above);
and
(b) including new fallback provisions in the Conditions in case
the SONIA reference rate is not available when required (including
fallback provisions in case a Benchmark Event occurs with respect
to SONIA).
The detailed provisions relating to (i) the calculation of
Compounded Daily SONIA, (ii) the new fallback provisions to be
included in the Conditions in case the SONIA reference rate is not
available when required and (iii) the related modifications to the
Conditions are set out in Annex A to this Notice.
2 Why is the ISSUER MAKING THE BONDHOLDER PROPOSAL NOW?
The Issuer originally issued the Bonds in 2006.
The terms and conditions of the Bonds (the "Conditions")
currently provide that the rate of interest in respect of the
Floating Rate Bonds shall be determined by reference to Sterling
LIBOR (with three month Sterling LIBOR being the reference rate in
respect of each remaining Interest Period).
The UK Financial Conduct Authority announced on 5 March 2021
that all LIBOR settings will either cease to be provided by any
administrator or no longer be representative of the underlying
market and economic reality (and that representativeness will not
be restored) ("Cessation") immediately after (i) 31 December 2021,
in the case of all sterling, euro, Japanese Yen and Swiss Franc,
and certain U.S. dollar settings, or (ii) 30 June 2023, in the case
of the remaining U.S. dollar settings. The FCA announced on 29
September 2021 (the "FCA's 29 September 2021 Announcement") that,
to avoid disruption to legacy contracts that reference the 1-, 3-
and 6-month sterling and Japanese yen LIBOR settings and to help
ensure an orderly wind-down, it will require the LIBOR benchmark
administrator to publish these settings under a "synthetic"
methodology, based on term risk-free rates, for a limited period,
for use in some legacy contracts but not for use in new business.
The FCA's 29 September 2021 Announcement stresses, however, that
these six LIBOR settings will become permanently unrepresentative
of their underlying markets from 1 January 2022. Regulators have
continued to urge market participants to take active steps to
implement the transition to Sterling Overnight Index Average
("SONIA") and other risk-free rates ahead of the applicable LIBOR
Cessation date, rather than relying on "synthetic" LIBOR for legacy
contracts.
As the maturity date of the Floating Rate Bonds is after the end
of 2021, the Issuer is making the Bondholder Proposal now in order
to proactively manage its liabilities in respect of the Floating
Rate Bonds referencing LIBOR.
3 Which Transaction Documents will be impacted by the Bondholder Proposal?
In the event the Extraordinary Resolution is passed and the
Consent Conditions are satisfied, changes will be made to:
(i) the Conditions; and
(ii) the Trust Deed,
in each case in order to implement the Bondholder Proposal.
4 What methodology is proposed for the reference rate adjustment?
Due to the differences in the nature of LIBOR and SONIA, the
replacement of Sterling LIBOR with Compounded Daily SONIA as the
reference rate for the Floating Rate Bonds will require certain
adjustments to the rate of interest payable in respect of the
Floating Rate Bonds. As described in Question 1 above, the
Conditions will be amended by incorporating a "Reference Rate
Adjustment" which will be added to Compounded Daily SONIA when
calculating the relevant rate of interest in respect of the
Floating Rate Bonds in order to reflect the difference between
LIBOR and SONIA-based reference rates.
The pricing methodology proposed to determine the relevant
Reference Rate Adjustment is based on the approach of using a
5-year historical median lookback using principles outlined in the
methodology for such adjustments contained in the ISDA IBOR
Fallback Supplement, which incorporates into the ISDA definitions
new interbank offered rate fallbacks.
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", or any successor
page, as calculated by Bloomberg Index Services Limited (or a
successor provider as approved and/or appointed by ISDA from time
to time) ("Bloomberg") in relation to three month Sterling LIBOR on
the date (the "determination date") of the Consent Solicitation
Memorandum which, as a result of the FCA's 5 March 2021
Announcement, 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 Class A2 Bonds for any Interest Period commencing
prior to 12 January 2022.
The changes will also apply to the Class M1 Bonds and the Class
C1 Bonds but it should be noted that the Class M1 Bonds and Class
C1 Bonds are all currently held on behalf of the Issuer and the
Conditions provide that no interest will accrue in respect of the
Class M1 Bonds or the Class C1 Bonds for so long as they are so
held and accordingly the change will not have practical effect in
relation to the Class M1 Bonds or the Class C1 Bonds unless and
until such Bonds are re-sold by the Issuer in accordance with the
Conditions.
5 Is a consent or participation fee being offered to CLASS A2 Bondholders?
In line with other LIBOR transition exercises that have occurred
in respect of debt securities prior to this exercise, no consent or
participation fee will be offered to Class A2 Bondholders in
connection with the Bondholder Proposal.
6 When will the Bondholder Proposal be implemented?
If the Extraordinary Resolution is passed at the initial Meeting
and the Eligibility Condition and the other Consent Conditions are
satisfied, the Amendment Documents described in the Extraordinary
Resolution will be executed and (where applicable) delivered by the
parties to the Amendment Documents, and the modifications to the
Conditions and the Trust Deed will be implemented with effect from
the date (the "Implementation Date") on which such documents are
executed (currently expected to be 6 December 2021).
The rate of interest applicable to the Class A2 Bonds and, if
they are resold by the Issuer, the Class M1 Bonds and the Class C1
Bonds will then be determined by reference to Compounded Daily
SONIA for each Interest Period commencing on or after 12 January
2022.
7 Why are holders of the class a2 bonds being asked to approve
the bondholder proposal but not the other classes of bonds?
Under the terms of the Trust Deed, the Bond Trustee has power to
agree to amendments to the Conditions without the approval of the
Bondholders if it is of the opinion that the amendments are proper
to make and that such amendments will not be materially prejudicial
to the holders of all classes of the Bonds.
The Issuer is of the opinion that the Proposed Amendments are in
the interests of the Class A2 Bondholders and not materially
prejudicial to the interests of the other classes of Bondholders
and has requested the Bond Trustee to exercise its discretion agree
to make the amendments without referring the matter to the holders
of classes of Bonds other than the Class A2 Bonds.
The Bond Trustee has confirmed to the Issuer that it is willing
to do so if:
(a) the Proposed Amendments are approved by the Class A2
Bondholders by way of Extraordinary Resolution; and
(b) it is satisfied that the floating payments payable by the
Swap Counterparty under the Class A2 Swap have been adjusted so
that they are calculated by reference to the same Compounded Daily
SONIA Rate and Reference Rate Adjustment as will (following
implementation of the Proposed Amendments) apply to the Class A2
Bonds (but not the original margin which is not payable under the
terms of the existing Class A2 Swap) without adjustment to the
fixed rate payable by the Issuer.
The Issuer has received confirmation from the Swap Counterparty
that it is willing to make such an adjustment.
The Bond Trustee has stated that if it is not satisfied that the
payments under the Class A2 Swap have been adjusted in the manner
set out above then it will require the Issuer to seek the approval
of the holders of the Class A1 Notes and the Class B Notes to the
amendments to be made to the Conditions.
8 What happens to my class a2 BONDS if the BONDHOLDERS do not
consent to the BONDHOLDER Proposal and the Extraordinary Resolution
does not pass?
If the Extraordinary Resolution is not passed, meaning that the
Class A2 Bondholders have not consented to the Bondholder Proposal,
the proposed amendments to the Conditions and the other transaction
documents relating to the Bonds will not be implemented.
In these circumstances, the rate of interest in respect of the
Class A2 Bonds will continue to be determined by reference to
Sterling LIBOR in accordance with the Conditions. If three month
Sterling LIBOR is discontinued after 2021 and/or is not effectively
replaced by the "Synthetic LIBOR", such that there is no longer a
three month Sterling LIBOR screen rate and if (which is thought
likely) it will not be possible to obtain quotations for three
month Sterling LIBOR from reference banks, then, in accordance with
the Conditions, the Floating Rate of Interest applicable to the
Class A2 Bonds will be the interest rate determined as at the last
Interest Determination Date in respect of the current Interest
Period.
9 What happens to my Bonds if I vote against the Extraordinary
Resolution but the Extraordinary Resolution passes regardless?
If the Extraordinary Resolution is passed at the Meeting, the
Extraordinary Resolution will be binding on all Class A2
Bondholders, whether or not present at the Meeting and whether or
not they voted on the Extraordinary Resolution.
10 How do I vote?
In order to vote at the Meeting, a Class A2 Bondholder must
submit a Consent Instruction (if it is an Eligible Bondholder) or
an Ineligible Holder Instruction (if it is an Ineligible
Bondholder), or otherwise make other arrangements to attend or be
represented (via teleconference) at the Meeting as described under
"Voting and Quorum" in this Notice.
By duly submitting an electronic Consent Instruction in favour
of or against the Extraordinary Resolution, an Eligible
Bondholder's vote will be included in a block voting instruction to
be issued by the Principal Paying Agent that appoints one or more
representatives of the Tabulation Agent as proxy to attend and vote
at the Meeting.
11 What are the relevant deadlines?
The deadline for receipt by the Tabulation Agent of Consent
Instructions or Ineligible Holder Instructions from Class A2
Bondholders wishing to vote in respect of the Extraordinary
Resolution is 5.00 p.m. (London time) on 1 December 2021 (such time
and date, the "Expiration Deadline"). This will also be the
deadline for making any other arrangements to attend or be
represented (via teleconference) at the Meeting as described under
"Voting and Quorum" in this Notice.
The deadlines set by any intermediary or Clearing System will be
earlier than the deadlines set out in this Notice. 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
respond in respect of the Bondholder Proposal.
12 will MY Class A2 BONDS be blocked in the Clearing Systems?
Following the submission of Consent Instructions or Ineligible
Holder Instructions through Euroclear and/or Clearstream,
Luxembourg, the Class A2 Bonds which are the subject of such
instructions will be blocked from trading by the relevant Clearing
System until the earliest of (a) the date on which the
Extraordinary Resolution is duly passed, (b) the conclusion of the
Meeting (including an adjourned such Meeting) or the date upon
which the Class A2 Bondholder becomes entitled to revoke, and does
revoke, its Consent Instructions or Ineligible Holder Instructions,
as applicable, in the circumstances set out in the Consent
Solicitation Memorandum.
Following the Expiration Deadline, a Class A2 Bondholder will
only be able to withdraw its Consent Instructions or Ineligible
Holder Instructions in the limited circumstances set out in the
Consent Solicitation Memorandum.
13 What are the quorums and majorities required for the initial Meeting?
The quorum required for the initial Meeting to consider the
Extraordinary Resolution is one or more persons holding or
representing in the aggregate not less than three quarters of the
Principal Amount Outstanding of the Class A2 Bonds.
To be passed at the Meeting, the Extraordinary Resolution
requires a majority in favour consisting of not less than
three-fourths of the votes cast at the Meeting.
14 What if the quorum threshold is not met at the initial Meeting?
If (i) the necessary quorum for the Extraordinary Resolution for
any reason is not obtained or (ii) the necessary quorum is obtained
at the Meeting and the Extraordinary Resolution is passed but the
Eligibility Condition is not satisfied in respect of the Meeting,
the Meeting will be adjourned for a period of not less than 13
clear days and not more than 42 clear days. The holding of an
adjourned Meeting will be subject to the Issuer giving at least 10
days' notice (exclusive of the day on which the notice is given and
of the day on which the Meeting is to be resumed) in accordance
with the Conditions and Meeting Provisions that the adjourned
Meeting is to be held.
15 Will a vote at the initial Meeting be valid at an adjourned Meeting?
Yes. Consent Instructions or Ineligible Holder Instructions
submitted in respect of the initial Meeting shall remain valid for
an adjourned such Meeting unless validly revoked (in the limited
circumstances in which revocation is permitted).
16 Who should bondholders contact in case they have any questions?
Eligible Bondholders may obtain further information relating to
the Proposed Amendments from the Sole Solicitation Agent
directly:
THE SOLE SOLICITATION AGENT
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Attention: Liability Management
Telephone: +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 will not have
any responsibility or liability to any 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 Proposed Amendments from
Meadowhall Finance PLC directly:
Meadowhall Finance PLC
York House
45 Seymour Street
London W1H 7LX
Attention: Hursh Shah/Peter Murrell
Telephone: + 44 20 7467 2868
Email: treasury@britishland.com
The contact details for the Tabulation Agent, the Principal
Paying Agent and the Bond Trustee are set out below:
THE 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
THE BOND TRUSTEE THE PRINCIPAL PAYING AGENT
BNP Paribas Securities Services, Luxembourg Branch
Apex Corporate Trustees (UK) Limited Transaction Management & Listing
(formerly, Capita Trust Company Limited) Corporate Trust Operations
6(th) Floor 60 Avenue John F. Kennedy
140 London Wall L-2085 Luxembourg
London EC2Y 5DN Attention: Darren Moran / Cécile Baumann
United Kingdom
Bondholders should contact the Tabulation Agent at the address
details above for further information on the process for voting at
the Meeting.
1 Source: http://assets.isda.org/media/04d213b6/db0b0fd7-pdf/
2 Source: https://www.bankofengland.co.uk/-/media/boe/files/markets/benchmarks/summary-of-responses-on-consultation-credit-adjustment.pdf
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MSCGPGACGUPGGWP
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