TIDMBM19

RNS Number : 8234P

Honours PLC

22 November 2016

HONOURS PLC

(the Issuer)

(Incorporated in England and Wales with registered number 03702189 and having its registered office at Third Floor, 1 King's Arms Yard, London EC2R 7AF)

NOTICE

To the holders of those of the:

GBP291,950,000 Class A1 Asset Backed Floating Rate Notes due 2029 (ISIN: XS0273149962) (Class A1 Notes)

GBP54,200,000 Class A2 Asset Backed Floating Rate Notes due 2029 (ISIN: XS0273152677) (Class A2 Notes)

GBP33,350,000 Class B Asset Backed Floating Rate Notes due 2029 (ISIN: XS0273153998) (Class B Notes)

GBP18,000,000 Class C Asset Backed Floating Rate Notes due 2029 (ISIN: XS0273156587) (Class C Notes)

GBP11,950,000 Class D Asset Backed Floating Rate Notes due 2029 (ISIN: XS0273158443) (Class D Notes)

GBP8,750,000 Class E Asset Backed Floating Rate Notes due 2029 (ISIN: XS0273159250) (Class E Notes)

of the Issuer presently outstanding

(the Noteholders and the Notes respectively).

NOTICE IS HEREBY GIVEN to the Noteholders that:

1) the Issuer held an informal conference call for Noteholders on 15 November 2016 (the Conference Call) on which Noteholders were given further background information surrounding the issues highlighted in the notice published on 31 October 2016 (the October Notice);

2) on the Conference Call it became clear that at least some Noteholders wished to form a committee in order to assist the Issuer with dealing with the issues referred to in the October Notice and discussed on the Conference Call;

3) accordingly, the Issuer is proposing that one or more ad hoc committees, representing Noteholders or individual classes of Noteholders, be formed to assist the Issuer and the Note Trustee with the next steps and approaches to the various issues that Noteholders may wish the Issuer to follow (the Ad Hoc Committee(s)). It is hoped that the Ad Hoc Committee(s) will be made up of Noteholders holding at least 40 per cent. or more of the principal amount outstanding of the Notes;

4) if Noteholders are interested in participating in an Ad Hoc Committee, Noteholders need to notify either the Issuer or the Note Trustee by no later than 12h00 on 2 December 2016;

5) if sufficient numbers of Noteholders volunteer, the Issuer will hold a call with the Ad Hoc Committee(s) on 6 December 2016 (details of which will be given to those Noteholders who have volunteered) in order to discuss in more detail the organisation and terms of reference/engagement for the Ad Hoc Committee(s), including whether to form separate ad hoc committees representing individual classes of Noteholders;

6) any Noteholders who decide to participate in these Ad Hoc Committees may receive information that is or may be price-sensitive information and the use of such information may be regulated or prohibited by applicable legislation relating to market abuse or insider dealing. Accordingly, as a result of participating in these Ad Hoc Committees, such Noteholders, or their directors, officers, members, partners and employees may well become insiders and accordingly will be required to sign non-disclosure agreements and agree to be "inside" for a period to be agreed with the Issuer as part of the establishment of the Ad Hoc Committee(s); and

7) the following documentation is available for inspection by Noteholders during usual business hours at the offices of the Issuer set out below or will be made available to Noteholders on request by the Noteholder to the Issuer:

   a)   the Trust Deed; 
   b)   the Subscription Agreement; 
   c)   the Deed of Charge; 
   d)   the Start-Up Loan Agreement; 
   e)   the Agency Agreement; 
   f)    the Liquidity Facility Agreement; 
   g)   the VAT Deed; 
   h)   the Tax Indemnity Deed; 
   i)    the Cash Management Agreement; 
   j)    the GIC; 
   k)   the Post Enforcement Call Option Deed; 
   l)    the Deed of Amendment relating to the Administration Agreement;

m) the Deed of Amendment relating to the RT Declaration of Trust;

   n)   the Transaction Master Definitions and Framework Deed; 
   o)   the old Administration Agreement with Capita; and 
   p)   the new Administration Agreement with Link.

Capitalised terms in this notice shall, except where the context otherwise requires and save where otherwise defined herein, bear the meanings ascribed to them in the Transaction Master Definitions and Framework Deed between, inter alios, the Issuer and the Security Trustee dated 10 November 2006, copies of which are available for inspection during usual business hours at the offices of the Issuer set out below.

This Notice is given by:

Honours PLC,

Third Floor,

1 King's Arms Yard,

London EC2R 7AF

   Attention:          The Directors 
   Telephone:        +44 (0) 20 7397 3600 
   Fax:                  +44 (0) 20 7397 3601 
   e-mail:              Transactionteam@wilmingtontrust.com 
   Ref:                  Honours PLC

Dated: 22 November 2016

This information is provided by RNS

The company news service from the London Stock Exchange

END

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November 22, 2016 05:20 ET (10:20 GMT)

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