Intu Debenture PLC Asset Disposal Meeting Adjourned (2798L)
09 September 2021 - 12:04PM
UK Regulatory
TIDM69ZM
RNS Number : 2798L
Intu Debenture PLC
09 September 2021
Intu Debenture PLC
Asset Disposal Meeting Adjourned
INTU DEBENTURE PLC
LEI: 213800UX3TM5RGB1UF29
GBP354,876,000 5.562 per cent. First Mortgage Debenture Stock
2027
INTU DEBENTURE PLC (THE "COMPANY") ANNOUNCES STOCKHOLDER MEETING
HELD ON 9 SEPTEMBER 2021 ADJOURNED
9 September 2021
Asset Disposal Meeting Adjourned
Further to the Company's announcement on 29 July 2021 announcing
the Exchange of Contract for Sale of Assets (the "Asset Disposal
RNS"), which set out details in relation to the exchange of
contract with a prospective third party purchaser for the sale of
the freehold property known as 48/58 Bridlesmith Gate, Nottingham,
NG1 2GP (the "Property") owned by Bridlesmith Gate Limited (the
"Sale Contract"), the Company announces that the meeting of
Stockholder convened by the Company on 9 September 2021 (the
"Meeting") to consider, inter alia, the disposal of the Property,
to release all existing charges and encumbrances over the Property
that were granted pursuant to the Finance Documents and to waive
any breach and related Event of Default, in each case, as more
particularly set out in the notice convening the Meeting
(collectively, the "Proposed Extraordinary Resolution") has been
adjourned for want of a quorum (as set out more fully below).
As the total number of proxies submitted to the Meeting
reflected less than a clear majority in nominal amount of the Stock
outstanding, the quorum requirement set out in the Trust Deed was
not satisfied and the Proposed Extraordinary Resolution was not put
to the Meeting.
Pursuant to the terms of the Trust Deed, an adjourned meeting
will be held not less than seven, and not more than twenty-eight,
days from the date of this announcement to consider the Proposed
Extraordinary Resolution. At an adjourned meeting, any Stockholder
present in person or by proxy, regardless of the nominal amount of
Stock held by them, will satisfy the quorum requirement. Those
proxies submitted for the Meeting, reflecting approximately 48.78
per cent of the nominal amount of the Stock outstanding, shall
remain valid for the adjourned meeting, unless otherwise revoked
prior to such meeting taking place.
Under the terms of the Sale Contract, the release of all
existing charges and encumbrances over the Property that were
granted pursuant to the Finance Documents must take place on or
before 7 October 2021, subject to any extensions mutually agreed
between the Company and the prospective third party purchaser.
The Company will continue to keep Stockholders notified of any
relevant developments in accordance with applicable law and
regulation.
Capitalised terms used in this Notice and not otherwise defined
shall have the meanings given to them in the Supplemental Trust
Deed dated 30 July 2020 and the trust deed dated 5 October 2006 (as
amended and supplemented from time to time and together with the
Supplemental Trust Deed, the "Trust Deed") constituting the Stock
and made between the Company, the Charging Subsidiaries (as defined
in the Trust Deed), and The Law Debenture Trust Corporation p.l.c.
(the "Trustee"), unless the context otherwise requires.
Please note that the Trustee has not been involved in the
preparation or formulation of the Proposed Extraordinary
Resolution, this announcement or any announcement in respect of the
Meeting, the adjourned meeting or the Proposed Extraordinary
Resolution. Stockholders are advised to take their own legal,
financial and/or tax advice in relation to the Proposed
Extraordinary Resolution.
Stockholders should contact the following for further
information:
Company
Simmons & Simmons LLP
Citypoint
1 Ropemaker Street
London
EC2Y 9SS
United Kingdom
Email: intu@simmons-simmons.com
Attention: Peter Manning and James Taylor
Registrar
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Telephone: +44 371 664 0300
(Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. Open between 09:00 -17:30,
Monday to Friday excluding public holidays in England and
Wales)
Email: shareholderenquiries@linkgroup.co.uk
Alvarez & Marsal Europe LLP and Milbank LLP have been
retained as financial and legal advisers to an ad hoc group of
Stockholders. Their contact details are as follows:
ProjectIrisAMTeam@alvarezandmarsal.com and Iris@milbank.com.
This announcement is made by Intu Debenture PLC
Dated: 9 September 2021
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END
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