NOTICE TO BONDHOLDERS
WELLINGTON PUB COMPANY
PLC
(Incorporated and registered
in England & Wales with registered number 03406623)
(the "Issuer")
GBP 160,000,000 6.735 per
cent. Class A
Secured Fixed Rate Bonds due
2029 (ISIN: XS0084965796)
and
GBP 51,000,000 7.335 per
cent. Class B
Secured Fixed Rate Bonds due
2029 (ISIN: XS0084965879)
(together, the "Bonds")
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST
TO THE REGISTERED AND BENEFICIAL OWNERS OF THE BONDS. IF
APPLICABLE, ALL DEPOSITORY, CUSTODIANS AND OTHER INTERMEDIARIES
RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMITTAL TO
BENEFICIAL OWNERS OF THE BONDS IN A TIMELY
MANNER.
If
you are in any doubt as to the action you should take, you are
recommended to seek your own financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or other financial
adviser authorised under the Financial Services and Markets Act
2000 (if you are in the United Kingdom), or from another
appropriately authorised independent financial adviser and such
other professional advice from your own professional advisors as
you deem necessary.
This Notice is addressed only to holders of the Bonds (as
defined below) and persons to whom it may otherwise be lawful to
distribute it ("relevant persons"). It is directed only at relevant
persons and must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which this Notice relates is available only to relevant persons and
will be engaged in only with relevant persons.
If
you have recently sold or otherwise transferred your entire
holding(s) of any of the Bonds referred to below, you should
immediately forward this document to the purchaser or transferee or
to the stockbroker, bank or other agent through whom the sale or
transfer was effected for transmission to the purchaser or
transferee.
In
accordance with normal practice, Deutsche Trustee Company Limited
as trustee assumes no responsibility for this notice and it has not
verified, and expresses no opinion as to the contents of, this
notice, and makes no representation that all relevant information
has been disclosed, or has been disclosed accurately, to
Bondholders. Accordingly, Deutsche Trustee Company Limited as
trustee urges Bondholders who are in any doubt as to the impact of
this notice to seek their own independent legal and/or financial
advice.
IMPORTANT
NOTICE TO
BONDHOLDERS
Capitalised terms used herein and
not specifically defined will bear the same meanings as in the
trust deed dated 2 March 1998 (the "Trust Deed") made between the Issuer
and Deutsche Trustee Company Limited (formerly known as Bankers
Trustee Company Limited) (the "Trustee").
Notwithstanding paragraph 3 of the
Fifth Schedule (Provisions for
Meetings of Bondholders) to the Trust Deed, and with the
consent of holders of at least 75 percent of the aggregate
Principal Amount Outstanding of the Class A Bonds and the Class B
Bonds then outstanding (which consents shall take effect as a
resolution in writing signed by or on behalf of the relevant Class
of Bondholders in accordance with paragraph 24 of the Fifth
Schedule of the Trust Deed (the "Written Resolutions"), the Issuer
proposes to enter into the Deed of Amendment, Resignation and
Appointment and provide to the Trustee, the Certificate of
Outstanding Bonds, (the "Documents"), each to be dated on or
about 3 July 2024 (the "Execution
Date"). Near-final drafts of the Documents and the Written
Resolutions are annexed hereto.
Background and Proposed Written Resolutions
Pursuant to the Deed of Amendment,
Resignation and Amendment, each of the Trustee (in its capacities
as Trustee and Security Trustee), the Principal Paying Agent and
the Cash Manager will resign from such roles in respect of the
Relevant Documents.
The Issuer believes it is beneficial
to (a) replace the current (i) Trustee in its roles as Trustee and
Security Trustee,
(ii) Principal Paying Agent and Cash
Manager in its roles as principal paying agent and cash manager,
and (iii) Paying Agent in its role as paying agent, pursuant to the
Relevant Documents with Exmoor Fiduciary Limited as the successor
trustee and security trustee, and Criterion Asset Management
Limited as the successor principal paying agent, paying agent and
cash manager and (b) amend the Trust Deed to remove the listing
requirement under Clause 13(l) of the Trust Deed. This decision has
been made after careful consideration of the Issuer's long- term
strategy and the overall benefits these changes will bring to its
operations (such changes, the "Amendments and the
Appointments").
The Issuer hereby seeks your consent
to (i) authorise, empower, request and direct the Issuer, and the
other parties thereto to inter
aliaenter into the Deed of Amendment, Resignation and
Appointment on the Execution Date; and
(ii) amend the Trust Deed to remove
the listing requirement under Clause 13(l) of the Trust
Deed.
Extraordinary Resolution to be passed by Written Resolutions
Capitalised terms used herein and
not specifically defined will bear the same meanings as in the
trust deed dated 2 March 1998 (the "Trust Deed") made between the Issuer
and Deutsche Trustee Company Limited (the "Trustee"). In addition, "Written Resolution" where used herein,
means a resolution in writing signed by Bondholders pursuant to
paragraph 24 of the Fifth Schedule to the Trust Deed.
1.
We
represent and warrant that as at the date of signing of this
Written Resolution we are the holder of GBP [•] (representing [•]
per cent. of the Bonds) of the Bonds held on our behalf by a
custodian, [•] in the Clearing System Account Number referenced
below. We confirm that, for the purposes of the definition of
"outstanding" in the Trust Deed and the fifth schedule
(Provisions for the Meeting of
Bondholders) of the Trust Deed (i) we are entitled to vote
in respect of this Written Resolution and (ii) no Bonds are held by
any person for the benefit of the Issuer or any of its subsidiaries
or holding companies or any subsidiaries of any of its holding
companies.
2.
We
acknowledge that we are aware of the intention to enter into a Deed
of Amendment, Resignation and Appointment to, inter alia, (i) replace each of the
Trustee, the Security Trustee, the Principal Paying Agent, the
Paying Agent and the Cash Manager with Exmoor Fiduciary Limited as
successor trustee and security trustee, and Criterion Asset
Management Limited as the successor principal paying agent, paying
agent and cash manager (the "Successors"); and (ii) amend the Trust
Deed by removing the listing requirement under Clause 13(l) of the
Trust Deed.
3.
As the
holder of [•] per cent. of the outstanding Bonds, we hereby
resolve, confirm and instruct:
(A)
That each of the
appointments of the Successors in relation to the Relevant
Documents, as specified in the Deed of Amendment, Resignation and
Appointment (included as Schedule 1 hereto), be and are hereby
approved ("Appointments");
and
(B)
That Clause 13(l) of
the Trust Deed pertaining to listing shall be entirely removed and
substituted with the following: "[Reserved]" (together with the
Appointments, the "Amendments"); and
(C)
That the Trustee, the
Successors and the Issuer are hereby authorised, directed and
instructed to execute the Deed of Amendment, Resignation and
Appointment (inserted as Schedule 1 hereto), to give effect to the
matters contemplated therein and to take such other action as may
be required to effect such matters; and
(D)
That the Trustee be
and it is hereby authorised and instructed not to obtain any legal
opinions in relation to, or to make any investigation or enquiry
into, the power and capacity of any person to enter into the Deed
of Amendment, Resignation and Appointment, or the due execution and
delivery thereof by any party thereto or the validity or
enforceability thereof and that it shall not be liable to any
Bondholder for the failure to do so or for any consequences
thereof; and
(E)
That the Trustee and
the Issuer shall have no liability for acting upon this Written
Resolution even though it may be subsequently found that there is a
defect in the passing of this Written Resolution or that for any
reason this Written Resolution is not valid or binding on the
Holder; and
(F)
That any and every
modification, abrogation, variation, compromise of, or arrangement
in respect of, the rights of the holders of Bonds against the
Issuer or any other party whether such rights shall arise under the
Trust Deed, the Conditions or otherwise, necessary or appropriate
to give effect to this Written Resolution and the Amendments, is
hereby approved; and
(G)
That the Trustee, the
Successors and the Issuer are authorised, requested and directed to
concur in and execute all such documents and do such acts and
things as may be necessary to carry out and give effect to this
Written Resolution and the Amendments; and
(H)
That we hereby waive
for the purpose of this Written Resolution any and all formalities
described in and required by the Bonds, the Conditions and/or the
other Relevant Documents in connection with notice periods in
respect of any resignation, notification requirements or any other
matter; and
(I)
That the Trustee
is hereby discharged, released and exonerated from any and all
liability for which it may have become or may become responsible
under the Relevant Documents to which it is party and/or the
Conditions in respect of any act or omission in connection with the
Amendments, this Written Resolution or the implementation
thereof.
4.
We also
unconditionally represent and warrant that we have instructed [•]
as our Custodian to (i) block the Bonds in the accounts of
Euroclear and/or Clearstream until the Amendments contemplated in
this Written Resolution have been completed and (ii) provide proof
satisfactory to the Trustee of our holding of the Bonds in
accordance with the notice sent by the Issuer to Bondholders in
respect of the Amendments
5.
We hereby
acknowledge and represent and warrant to the Trustee that:
(A)
we have consulted with
our legal, regulatory, tax, business, investment, financial and/or
accounting advisers to the extent we deem necessary, and have made
our own investment, hedging and trading decisions (including
decisions regarding the Amendments) based upon our own judgement
and upon advice from such advisers as we deem necessary and not
upon any view expressed by the Trustee or Deutsche Bank AG, acting
through its London branch or any of its affiliates;
(B)
we have not relied on
any communication (written or oral) from the Trustee and/or
Deutsche Bank AG, acting through its London branch as investment
advice or as a recommendation to agree to the approve the
Amendments, it being understood that information and explanations
related to the Amendments shall not be considered to be investment
advice;
(C)
the Trustee is not
acting as a fiduciary for or adviser to us in respect of the
matters contemplated under this Written Resolution; and
(D)
this Written
Resolutions may be executed in counterparts and each counterpart
shall be deemed to be an original and which counterparts when taken
together shall constitute one and the same instructions.
General
Bondholders may, at any time during
normal business hours on any weekday (excluding Saturdays, Sundays
and bank and other public holidays in London) prior to 5:00 PM
(London time) on 3 July 2024 (the "Expiration Time"), inspect copies of
the following documents at the offices of King & Spalding
International LLP at 8 Bishopsgate, London, EC3V 4QT:
· this
Notice;
· the
Written Resolutions;
· the
Deed of Amendment, Resignation and Appointment; and
· the
Certificate of Outstanding Bonds.
Written Resolutions of the Class A Bondholders and the Class B
Bondholders
Pursuant to the proviso to paragraph
18 of the Fifth Schedule of the Trust Deed, no Written Resolutions
of the Class A Bondholders will be effective for any purpose unless
it has also been sanctioned by Written Resolutions of the Class B
Bondholders. Accordingly, the Issuer is seeking the consent of both
the Class A Bondholders and the Class B Bondholders, acting
separately, in respect of the Amendments and
Appointments.
Quorum
To be passed, the Written
Resolutions must be signed by or on behalf of holders representing
at least 75 percent of the aggregate Principal Amount Outstanding
of the Class A Bonds and the Class B Notes then outstanding. If
approved, the Written Resolutions will be binding on all
Bondholders, whether or not voting in respect of the Written
Resolutions.
Voting
In order to vote in favour of the
Written Resolutions, each Class of Bondholders should:
(i)
sign the
relevant Written Resolution, provide a custodian confirmation
letter, as annexed hereto, from the custodian verifying the details
and existence of the Class A Bonds and/or Class B Bonds held in
custody on behalf of the Bondholder as of a specific date (the
"Custodian Confirmation
Letter"), and submit a custody statement evidencing proof of
holding, then return these documents to the Issuer by emailing them
to Stephane Nahum at snahum@motcomb.co.uk
and Robert Schofield at Robert.Schofield@criterionasset.co.uk
with a copy to the Trustee at patrick.mccoy@db.com;
(ii)
the Written
Resolutions should be returned to the Issuer and the Trustee by the
Expiration Time. If the consent of holders of at least 75 percent
of the aggregate Principal Amount Outstanding of the Class A Bonds
and the Class B Bonds then outstanding is received prior to the
Expiration Time, the amendments contemplated by the Written
Resolutions may be executed before the Expiration Time pursuant to
such consent; and
(iii)
instruct
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking
S.A. ("Clearstream") (via
the relevant custodian, if applicable) to block the Bonds in its
accounts in accordance with the usual operating procedures of
Euroclear and Clearstream, until the date on which amendments
contemplated by the Written Resolutions have been implemented
(which is expected to be no later than the Execution
Date).
Trustee
The Issuer proposes to the
Bondholders the Documents referred to in this Notice. In accordance
with normal practice, the Trustee expresses no opinion on the
details, effects or merits of the proposed Documents. The Trustee
has not been involved in the formulation of the proposed Documents
and makes no representation that all relevant information has been
disclosed to Bondholders in this Notice. The Trustee has, however,
authorised it to be stated that, on the basis of the information
set out in this Notice, it has no objection to the proposed
Documents being submitted to the Bondholders for their
consideration. The decision as to whether or not the proposed
Documents should be approved lies with the Bondholders and no other
party, and therefore, the Issuer and the Trustee recommend that
each Bondholder seeks its own independent legal, financial or other
professional advice, including tax advice, in connection with the
proposed Documents. No responsibility or liability is or will be
accepted by the Issuer or the Trustee for the completeness,
accuracy, validity or correctness of the statements made, and
documents referred to, in this Notice or any written or oral information made available to any person receiving this Notice or its advisers and any such liability
is expressly disclaimed.
Annex I - Deed of Amendment,
Resignation and Appointment
6
Confidential
[EXECUTION VERSION]
DEED OF AMENDMENT,
RESIGNATION AND APPOINTMENT
DATED
2024
BETWEEN WELLINGTON PUB COMPANY PLC
as Issuer
DEUTSCHE TRUSTEE COMPANY LIMITED
as Existing Trustee and Existing Security
Trustee
DEUTSCHE BANK AG, LONDON BRANCH
as Existing Principal Paying Agent and as
Existing Cash Manager
DEUTSCHE BANK LUXEMBOURG S.A.
as Existing Paying Agent
EXMOOR FIDUCIARY LIMITED
as Successor Trustee and Successor Security
Trustee and
CRITERION ASSET MANAGEMENT LIMITED
as Successor Principal Paying Agent, Successor
Cash Manager and Successor Paying Agent
in connection with a:
Trust Deed dated 2
March 1998 made between the Issuer and Deutsche Trustee Company
Limited
THIS DEEDis
dated
,2024
BETWEEN:
(1)
WELLINGTON PUB
COMPANY LIMITED, a company incorporated under the laws of
England and Wales with registered number 03406623, having its
registered office at 4th Floor Millbank Tower, 21-24 Millbank,
London, England, England, SW1P 4QP (the Issuer);
(2)
DEUTSCHE TRUSTEE
COMPANY LIMITED, a company incorporated under the laws of
England and Wales with registered number 00338230, having its
registered office at 21 Moorfields, London, United Kingdom, EC2Y
9DB (in its capacities as the "Existing Trustee" and the "Existing Security Trustee");
(3)
DEUTSCHE BANK AG,
LONDON BRANCH, a company duly organised and existing under
the law of the Federal Republic of Germany and having its principal
place of business at Taunusanlage 12 in the City of Frankfurt
(Main) and operating in the United Kingdom under branch number
BR000005 at 21 Moorfields, London EC2Y 9DB, England (the
Existing Principal Paying
Agent and the Existing Cash
Manager);
(4)
DEUTSCHE BANK LUXEMBOURG
S.A., a public limited liability company incorporated in
Luxembourg, registered with the Register of Commerce and Companies
in Luxembourg, under number B 9164, having its registered office at
2, Boulevard Konrad Adenauer, L-1115 Luxembourg. (the Existing Paying Agent" and, together
with the parties listed at (2) and (3) above, the 'Resigning Parties");
(5)
EXMOOR FIDUCIARY
LIMITED, a company incorporated under the laws of England
and Wales with registered number 08661540, having its registered
office at 6 St James's Square, London, England, SW1Y 4JU (in its
capacities as the "Successor
Trustee" and the "Successor
Security Trustee")
(6)
CRITERION ASSET
MANAGEMENT LIMITED, a company incorporated under the laws of
England and Wales with registered number 03382237, having its
registered office at 73 Cornhill, London, England, EC3V 3QQ (in its
capacities as the "Successor
Principal Paying Agent", the "Successor Cash Manager" and the
"Successor Paying Agent"
and together with the Successor
Trustee and the Successor
Security Trustee, the "Successors");
BACKGROUND:
(A) This Deed is
entered into in relation to the Trust Deed, the Paying Agency
Agreement and the Cash Management Agreement (each as defined
below).
(B) Each of the
Existing Trustee, the Existing Security Trustee, the Existing
Principal Paying Agent, the Existing Cash Manager and the Existing
Paying Agent have agreed to resign, and the Successors have agreed
to be appointed as the new trustee, security trustee, principal
paying agent, paying agent, and cash manager under the Relevant
Documents pursuant to this Deed.
(C) Pursuant to
Written Resolutions of the Class A Bondholders and the Class B
Bondholders dated on or prior to the date of this Deed, the
Bondholders have, inter
alia, approved the appointment of the Successors in the
roles specified against their names in (5 and 6) above and directed
the Parties to execute this Deed.
(D) This Deed is
supplemental to the Trust Deed, the Deed of Charge, the Paying
Agency Agreement and the Cash Management Agreement
IT IS
AGREEDas follows:
1.
INTERPRETATION
1.1
Definitions
In this Deed:
Bondholdersmeans the several persons
who are for the time being Class A Bondholders and Class B
Bondholders and "Bondholder" shall mean any one of
them.
Effective
Datemeans the date of this Deed.
Party means a party to this
Deed.
Trust
Deedrefers to the agreement constituting £160,000,000 6.735
per cent. Class A Secured Fixed Rate Bonds due 2029, £51,000,000
7.335 per cent. Class B Secured Fixed Rate Bonds due 2029,
and
£20,000,000 11.000 per cent. Class C Secured Fixed
Rate Bonds due 2029, between the Issuer and the Existing
Trustee.
1.2
Construction
(a)
Capitalised terms defined in the Trust Deed have,
unless expressly defined in this Deed, the same meaning in this
Deed.
(b)
In this Deed, unless the contrary intention appears, a
reference to a Clause is a reference to the clause of this
Deed.
(c)
The headings in this Deed do not affect its
interpretation.
2.
APPOINTMENT AND RESIGNATION
2.1
Appointment and resignation
With effect on and from the Effective Date:
(a) the Existing Trustee
hereby resigns as the trustee and security trustee under the
Relevant Documents;
(b) the Existing
Principal Paying Agent hereby resigns as the principal paying agent
under the Relevant Documents;
(c) the Existing Paying
Agent hereby resigns as the paying agent under the Relevant
Documents;
(d) the Existing Cash
Manager hereby resigns as the cash manager under the Relevant
Documents; and
(e) in accordance with
its power under the Trust Deed and the other Relevant Documents,
the Issuer hereby appoints the Successors as the new Trustee,
Security Trustee, Principal Paying Agent, Paying Agent, and Cash
Manager.
2.2
Transfer of rights and release of
the Resigning Parties
(a) All authority,
benefits, rights, duties, powers, obligations and liabilities as
Trustee, Security Trustee, Principal Paying Agent, Paying Agent and
Cash Manager under or pursuant to the Trust Deed and the other
Relevant Documents shall be conveyed to, transferred to and assumed
and vested in the Successors, acting in the relevant capacity and
all references in the Trust Deed and the other Relevant Documents
to the Trustee, the Security Trustee, the Principal Paying Agent,
the Paying Agent and the Cash Manager shall be read and construed
henceforth accordingly;
(b) With effect on and
from the Effective Date, each of the Resigning Parties shall be
released from all of its obligations and liabilities under the
Relevant Documents to which it is party and shall have no further
benefits, rights, duties or powers under such Relevant Documents
but this is without prejudice to any rights, obligations and
liabilities which have accrued or become available to the relevant
Resigning Party prior to the date hereof;
(c) The Successors hereby
notify each other Party that they accept their appointments as the
new Trustee, Security Trustee, Principal Paying Agent, Paying
Agent, and Cash Manager under the Relevant Documents;
(d) The Issuer agrees
that, with effect from the Effective Date, all the Resigning
Parties' rights, claims, actions and demands whatsoever and
howsoever arising out of and in respect of the Relevant Documents
shall be enforceable by the Successors against the Issuer and the
Issuer accepts performance by the Successors of the obligations and
liabilities of the Resigning Parties under the Relevant Documents
in place of performance by the Resigning Parties.
(e) Each of the Issuer
and the Successors hereby agree for the benefit of the Resigning
Parties that the indemnities in favour of each Resigning Party in
the applicable Relevant Document shall continue to have effect in
respect of any action taken or omitted by a Resigning Party under
the applicable Relevant Document prior to the date of this
Deed.
2.3
Notice and formalities
Each Party waive any and all formalities described in
and required by the Relevant Documents in connection with
notification requirements or any other matter.
2.4
Costs & expenses
The Issuer hereby covenants to the Resigning Parties
that it shall promptly pay all properly incurred outstanding fees,
costs and expenses (including legal fees) due and payable to the
Resigning Parties pursuant to the Relevant Documents and in respect
of the negotiation and execution of this Deed.
3.
TRANSFER
The Existing Trustee must, promptly on request by the
Successor Trustee make available to the Successor Trustee those
documents and records in its possession and provide reasonable
assistance (at the cost of the Issuer) as the Successor Trustee may
reasonably request for the purposes of performing its functions
under the Relevant Documents.
4.
AMENDMENT
It is hereby agreed and declared that Clause 13(l) of
the Trust Deed pertaining to listing shall be entirely removed and
substituted with the following: "[Reserved]".
5.
NOTICE TO BONHOLDERS
The Issuer hereby covenants with the other parties to
this Deed that it will as soon as practicable after the date hereof
give notice of the resignation of the Resigning Parties, the
appointment of the Successors and the amendment effected by this
Deed to the Bondholders in accordance with the Conditions.
6.
COUNTERPARTS
This Deed may be executed in any number of
counterparts. This has the same effect as if the signatures on the
counterparts were on a single copy of this Deed.
7.
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Supplemental
Trust Deed has no rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Supplemental Trust
Deed, but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
8.
SEVERABILITY
Any provision of this Deed which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by
applicable law, each of the Parties hereto waives any provision of
law, but only to the extent permitted by law, which renders any
provision of this Deed prohibited or unenforceable in any
respect.
9.
GOVERNING LAW
This Deed and any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection
with it or its subject matter shall be governed by, and construed
in accordance with, English law.
10. ENFORCEMENT
(a) The English courts
have exclusive jurisdiction to settle any dispute including a
dispute relating to non- contractual obligations arising out of or
in connection with this Deed.
(b) The English courts
are the most appropriate and convenient courts to settle any such
dispute.
THIS DEEDhas
been entered into as a deed on the date stated at the beginning of
this Deed.
SIGNATORIES
Existing Trustee and Existing Security Trustee
EXECUTED as a DEEDby affixing
)
……………………………
THE
COMMON SEAL of
)
Associate Director
DEUTSCHE TRUSTEE COMPANY LIMITED
)
………………………………. Associate Director
Existing Principal Paying Agent and Existing Cash Manager
Executed as a DEEDfor and on behalf of
DEUTSCHE BANK AG, LONDON BRANCH
by:
Both signatures applied in the
presence of:
NAME:
ADDRESS: c/o Legal
Department
21 Moorfields London
EC2Y 9DB
Existing Paying Agent
EXECUTED as a deed
)
and delivered by a duly authorised
signatory of
)
…………………………..
DEUTSCHE BANK LUXEMBOURG S.A.
)
Attorney
)
…………………………..
)
Attorney
Successor Trustee
and Successor Security Trustee
EXECUTED as a deed for and on behalf of
)
EXMOOR FIDUCIARY LIMITED
)
by
)
……………………………….
Witness's signature:
Name:
Address:
Successor Principal
Paying Agent, Successor Cash Manager and Successor Paying
Agent
EXECUTED as a deed for and on behalf of
)
CRITERION ASSET MANAGEMENT LIMITED )
by
)
……………………………….
Witness's signature:
Name:
Address:
Issuer
EXECUTED as a deed for and on behalf of
)
WELLINGTON PUB COMPANY PLC
)
by
)
……………………………….
Witness's signature:
Name:
Address:
Annex II - Certificate of
Outstanding Bonds
Letter from Issuer
Regarding the Amount of Bonds Outstanding [Headed notepaper of Issuer]
To: DEUTSCHE
TRUSTEE COMPANY LIMITED
21 Moorfields London EC2Y
9DB
[Date]
£160,000,000 6.735 per cent. Class A Secured
Fixed Rate Bonds due 2029(ISIN: XS0084965796)
£51,000,000 7.335 per cent. Class B Secured
Fixed Rate Bonds due 2029 (ISIN: XS0084965879)
We, the undersigned, being two Directors of the
Issuer, hereby certify to you in your capacity as the Trustee for
the holders of the Bonds referred to below that:
1. The total
principal amount of the Bonds created and issued by the Issuer and
constituted by a Trust Deed dated 2 March 1998 (the "Trust Deed") made between the Issuer
and you as Trustee was:
· £160,000,000 6.735 per cent. Class
A Secured Fixed Rate Bonds due 2029 ("Class A Bonds"); and
· £51,000,000 7.335 per cent.
Class B Secured Fixed Rate Bonds due 2029 ("Class B Bonds").
2. The total
principal amount of the Bonds outstanding (as defined in clause 1
of the Trust Deed) as at the date hereof is:
· £47,780,000 Class A Bonds;
and
· £9,290,000 Class B Bonds.
3. As at the date
hereof, the following principal amount of Bonds are held by persons
for the benefit of the Issuer or any of its subsidiaries or holding
companies or any subsidiaries of any of its holding companies:
· £112,220,000 Class A Bonds;
and
· £41,710,000 Class B Bonds.
Terms used but not defined herein shall have the
meanings ascribed to them in the Trust Deed. Yours faithfully
……………………………………..
……………………………………..
Name:
Name:
Title: Director
Title: Director
Annex III - Written
Resolutions
WRITTEN RESOLUTION WELLINGTON
PUB COMPANY PLC
(Incorporated and registered
in England & Wales with registered number 03406623)
(the "Issuer")
GBP 160,000,000 6.735 per
cent. Class A Secured Fixed Rate Bonds due 2029 / GBP 51,000,000
7.335 per cent. Class B Secured Fixed Rate Bonds due
2029
(the "Bonds")
(ISIN: XS0084965796 /
XS0084965879)
Written Resolution of the
beneficial holders of the Class A/B Bonds
To: DEUTSCHE TRUSTEE COMPANY LIMITED (formerly known
as Bankers Trustee Company Limited)
(the "Trustee") and
To: WELLINGTON
PUB COMPANY PLC
(the "Issuer")
Capitalised terms used herein and not specifically
defined will bear the same meanings as in the trust deed dated 2
March 1998 (the "Trust
Deed") made between the Issuer and Deutsche Trustee Company
Limited (the "Trustee"). In
addition, "Written
Resolution" where used herein, means a resolution in writing
signed by Bondholders pursuant to paragraph 24 of the Fifth
Schedule to the Trust Deed.
1. We represent and
warrant that as at the date of signing of this Written Resolution
we are the holder of GBP [•] (representing [•] per cent. of the
outstanding Bonds) of the Bonds held on our behalf by a custodian,
[•], London Branch in the Clearing System Account Number referenced
below. We confirm that, for the purposes of the definition of
"outstanding" in the Trust Deed and the fifth schedule
(Provisions for the Meeting of
Bondholders) of the Trust Deed (i) we are entitled to vote
in respect of this Written Resolution and (ii) no Bonds are held by
any person for the benefit of the Issuer or any of its subsidiaries
or holding companies or any subsidiaries of any of its holding
companies.
2. We acknowledge
that we are aware of the intention to enter into a Deed of
Amendment, Resignation and Appointment to, inter alia, (i) replace each of the
Trustee, the Security Trustee, the Principal Paying Agent, the
Paying Agent and the Cash Manager with Exmoor Fiduciary Limited as
successor trustee and security trustee, and Criterion Asset
Management Limited as the successor
principal paying agent, paying agent and cash manager (the
"Successors"); and (ii)
amend the Trust Deed by removing the listing requirement under
Clause 13(l) of the Trust Deed.
3. As the holder of
[•] per cent. of the outstanding Bonds, we hereby resolve, confirm
and instruct:
(A)
That each of the appointments of the Successors in relation to the
Relevant Documents, as specified in the Deed of Amendment,
Resignation and Appointment (included as Schedule 1 hereto), be and
are hereby approved ("Appointments"); and
(B)
That Clause 13(l) of the Trust Deed pertaining to listing shall be
entirely removed and substituted with the following: "[Reserved]" (together with the
Appointments, the "Amendments"); and
(C)
That the Trustee, the Successors and the Issuer are hereby
authorised, directed and instructed to execute the Deed of
Amendment, Resignation and Appointment (inserted as Schedule 1
hereto), to give effect to the matters contemplated therein and to
take such other action as may be required to effect such matters;
and
(D) That the Trustee be and it is hereby
authorised and instructed not to obtain any legal opinions in
relation to, or to make any investigation or enquiry into, the
power and capacity of any person to enter into the Deed of
Amendment, Resignation and Appointment, or the due execution and
delivery thereof by any party thereto or the validity or
enforceability thereof and that it shall not be liable to any
Bondholder for the failure to do so or for any consequences
thereof; and
(E)
That the Trustee and the Issuer shall have no liability for acting
upon this Written Resolution even though it may be subsequently
found that there is a defect in the passing of this Written
Resolution or that for any reason this Written Resolution is not
valid or binding on the Holder; and
(F)
That any and every modification, abrogation, variation, compromise
of, or arrangement in respect of, the rights of the holders of
Bonds against the Issuer or any other party whether such rights
shall arise under the Trust Deed, the Conditions or otherwise,
necessary or appropriate to give effect to this Written Resolution
and the Amendments, is hereby approved; and
(G)
That the Trustee, the Successors and the Issuer are authorised,
requested and directed to concur in and execute all such documents
and do such acts and things as may be necessary to carry out and
give effect to this Written Resolution and the Amendments; and
(H)
That we hereby waive for the purpose of this Written Resolution any
and all formalities described in and required by the Bonds, the
Conditions and/or the other Relevant Documents in connection with
notice periods in respect of any resignation, notification
requirements or any other matter; and
(I)
That the Trustee is hereby discharged, released and exonerated from
any and all liability for which it may have become or may become
responsible under the Relevant Documents to which it is party
and/or the Conditions in respect of any act or omission in
connection with the Amendments, this Written Resolution or the
implementation thereof.
4. We also
unconditionally represent and warrant that we have instructed [•]
as our Custodian to (i) block the Bonds in the accounts of
Euroclear and/or Clearstream until the Amendments contemplated in
this Written Resolution have been completed and (ii) provide proof
satisfactory to the Trustee of our holding of the Bonds in
accordance with the notice sent by the Issuer to Bondholders in
respect of the Amendments
5. We hereby
acknowledge and represent and warrant to the Trustee that:
(A) we have
consulted with our legal, regulatory, tax, business, investment,
financial and/or accounting advisers to the extent we deem
necessary, and have made our own investment, hedging and trading
decisions (including decisions regarding the Amendments) based upon
our own judgement and upon advice from such advisers as we deem
necessary and not upon any view expressed by the Trustee or
Deutsche Bank AG, acting through its London branch or any of its
affiliates;
(B) we have not
relied on any communication (written or oral) from the Trustee
and/or Deutsche Bank AG, acting through its London branch as
investment advice or as a recommendation to agree to the approve
the Amendments, it being understood that information and
explanations related to the Amendments shall not be considered to
be investment advice;
(C) the Trustee is
not acting as a fiduciary for or adviser to us in respect of the
matters contemplated under this Written Resolution; and
(D) this Written
Resolutions may be executed in counterparts and each counterpart
shall be deemed to be an original and which counterparts when taken
together shall constitute one and the same instructions.
Dated:
Principal amount of the Class A/B Bonds held:
[•] GBP Clearing System
Account Number: [•]
Duly authorised for and on behalf of: [•]
By:
Name:
Title:
3
Annex IV- Custodian
Confirmation Letter
9
[To be printed on the custodian's letterhead]
To: Deutsche Trustee Company Limited 21 Moorfields
London
EC2Y 9DB
Dear Sirs,
Custodian Confirmation Letter1
[Insert date]
We hereby confirm that we act as
custodian in respect of our client [Client Name].
As at the date of this letter, we
hold the position(s) mentioned in the table below as confirmed by
the statement(s) attached to this letter2 in
[Client Name]
[Euroclear and/or Clearstream] account number(s): [insert account(s) number], as
custodian on behalf of [Client Name].
|
Client Name
|
Account
Number
|
ISIN
|
Name of
Securities
|
Currency
|
Position
|
|
[•]
|
[•]
|
[•]
|
[•]
|
GBP
|
[•]
|
Please could you regard [Client Name] as a
bondholder for each of the position(s) mentioned in the table above
on [insert
date].
Please contact us if you have any
queries.
Yours faithfully [Custodian Name] By:
Name: Title:
1 Include a custody statement that shows:
· Name
of the client (same as referred to in the above letter)
· Account number (same as referred to in the above letter)
· ISIN
· Description of the securities
· Currency of the securities
· Amount
of the securities held by the client in the account
2 Please ensure the account statement(s) are dated the same date
as the letter