TIDM57AJ
RNS Number : 3559W
InspirED Education (S.Lanaks) PLC
21 December 2021
20 December 2021
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014, AS IT FORMS PART OF UK DOMESTIC LAW ("UK MAR") BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
INSPIRED EDUCATION (SOUTH LANARKSHIRE) PLC
(the Issuer)
Incorporated in England and Wales with limited liability under
the laws of England and Wales
with registered number 5502166
GBP183,623,360 (originally GBP352,250,000) 2.0854 per cent.
Guaranteed Secured Index-Linked Bonds Due 2038 (XS0257433853) of
the Issuer presently outstanding (the Bonds).
Capitalised terms used but not otherwise defined in this Notice
shall have the meaning given to them in the master definitions
agreement dated 22 June 2006 between (among others) Prudential
Trustee Company Limited (the Bond Trustee) and the Issuer.
Background
Under the bond guarantee dated 28 June 2006, Syncora Guarantee
Inc. (SGI) guarantees to the Bond Trustee the full and complete
payment by the Issuer in respect of amounts of scheduled payments
owing by the Issuer and outstanding pursuant to the Bonds as
constituted by the Bond Trust Deed (the Existing Guarantee). The
Issuer today announces an invitation to holders of the Bonds (the
Bondholders) to consent to a proposal that the Existing Guarantee
is terminated and replaced by guarantees provided by Assured
Guaranty Municipal Corp. (AGM) and Assured Guaranty UK Limited
(AGUK) as co-financial guarantor (the Termination and Replacement)
by approving an extraordinary resolution (the Extraordinary
Resolution).
The Termination and Replacement will be implemented by:
(a) the execution of a deed of amendment and termination between
the Issuer, SGI, AGUK, AGM, Inspired Education (South Lanarkshire)
Holdings Limited, the Bond Trustee and the Security Trustee to
effect the termination of the Bond Guarantee, amend and restate the
Guarantee and Reimbursement Agreement and amend certain terms of
the Master Definitions Agreement; and
(b) the execution of replacement financial guarantees between
the Bond Trustee and each of AGUK and AGM,
(the Amendment Documents).
Meetings
The notice convening the Meeting of Bondholders (the "Notice of
Meeting") to be held via teleconference on 13 January 2022 has been
given to Bondholders in accordance with the conditions of the
Bonds. The Meeting will commence at 9:30 a.m. (London time).
Bondholders may choose to attend (via teleconference) the
relevant Meeting or make other arrangements to be represented at
the relevant Meeting in accordance with the provisions for meetings
of Bondholders set out in the Trust Deed, and as described in the
Notice of Meeting.
In light of the ongoing developments in relation to the Covid-19
pandemic, the Issuer believes it to be inadvisable to hold the
relevant Meeting at a physical location. Accordingly, in accordance
with the provisions of the Trust Deed it has been agreed that
further regulations regarding the holding of the relevant Meeting
will be prescribed providing that the Meeting (and any relevant
adjourned Meeting or Meetings) will be held via teleconference, but
such Bondholders or their representatives will not be permitted to
speak or vote at any such Meeting. In such circumstances, those
Bondholders who have indicated that they wish to attend the
relevant Meeting will be provided with further details about
attending the relevant Meeting (and any adjourned Meeting via
teleconference. The Meeting will not be convened at a physical
location.
Bondholders should refer to the Notice of Meetings for full
details of the procedures in relation to the Meetings.
Timetable
The times and dates below are indicative only. Accordingly, the
actual timetable may differ significantly from the expected
timetable set out below.
All references to times are to London time unless otherwise
stated, and any announcements or notifications to be made to
Bondholders arising out of or in connection with the Termination
and Replacement will be made as soon as is reasonably practicable
after the event giving rise to the announcement or notification by
the Issuer in accordance with the provisions of the Bond Trust Deed
and the Bonds.
All notices to Bondholders will be given by delivery through the
Clearing Systems.
Event
Announcement of Meeting
Monday 20 December
2021
Notice of Meeting delivered to the Clearing
Systems for communication to Bondholders
The documents referred to under "General"
in the Notice of Meetings are made available
from the Tabulation Agent.
Expiration Deadline
Final deadline for receipt by the Tabulation 4:30 p.m. (London
Agent of valid block voting instruction time) on Monday 10
from Bondholders for such Bondholders January 2022 (unless
to be represented at the relevant Meeting. extended or amended)
Meetings
Meeting to be held via teleconference 9:30 a.m. (London
time) on Thursday
13 January 2022
Announcement of Results of Meetings
Announcement of the results of the Meetings. Friday 14 January
2022 (as soon as reasonably
practicable after
the Meeting)
Execution of Amendment Documentation On the amendment date
if the Extraordinary Resolution is passed -
currently expected
to occur
within five Business
Days of
the passing of the
Extraordinary Resolution
(but, in any event,
to be
implemented at a time
which is at InspirED
Education (South Lanarkshire)
Plc's sole and absolute
discretion.
Bondholders are advised to check with any bank, securities
broker or other intermediary through which they hold their Bonds
when such intermediary would need to receive instructions from a
Bondholder in order for such Bondholder to participate in, or (in
the limited circumstances in which revocation is permitted) to
validly revoke their instruction to participate in, the relevant
Meeting by the deadlines specified above. The deadlines set by any
such intermediary and each Clearing System for the submission and
(where permitted) revocation of consent instructions will be
earlier than the relevant deadlines above.
Further Information
A description of the terms and conditions of the Termination and
Replacement (including a description of AGM and AGUK) is contained
in the Notice of Meeting dated 20 December 2021. A copy of the
Amendment Documents are available to Bondholders upon request from
the Tabulation Agent.
Requests for information in relation to the procedures for
participating in the Meeting should be directed to:
Tabulation Agent
The Bank of New York Mellon
One Canada Square
London, E14 5AL
United Kingdom
Tel: +44 (0) 1202 689644
Attention: Debt Restructuring Services
Email: debtrestructuring@bnymellon.com.
Market Abuse Regulation
This announcement is released by the Issuer and contains
information in relation to the Bonds that qualified as inside
information for the purposes of the Market Abuse Regulation (EU)
596/2014 as it forms part of domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA")
("MAR"), encompassing information relating to the Bonds. For the
purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055 as it forms part of domestic law of the United
Kingdom by virtue of the EUWA, this Notice is made by Alan Ritchie,
a Director of the Issuer.
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END
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