TIDMDEB
RNS Number : 6431V
Debenhams plc
09 April 2019
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.
NOTICE TO THE HOLDERS OF THE DEBENHAMS PLC GBP225,000,000 5.25
PER CENT. NOTES DUE 2021 (ISIN: XS1081972850; Common Code:
108197285) ('the Notes')
On 9 April 2019, Debenhams PLC ('the Company') entered
Administration, and Chad Griffin, Simon Kirkhope and Andrew Johnson
of FTI Consulting LLP were appointed as Joint Administrators ('the
Joint Administrators'). The appointment was made by secured lenders
under the provisions of Paragraph 14 of Schedule B1 to the
Insolvency Act 1986.
For the avoidance of doubt only the Company (which was the
Debenhams group companies' (the "Group") top holding company) is in
administration - the Group's operating companies continue to trade
as normal and honour their obligations (including guarantee
obligations), such that the Group's commercial stakeholders should
not be adversely impacted by the Company's administration.
Immediately following their appointment, the Joint
Administrators sold the Company's shares in the Group, to Celine UK
Newco I Limited, an entity owned by certain of the Company's
secured lenders ('the Transaction') following which Celine UK Newco
I Limited acceded to the trust deed governing the Notes as an
additional subsidiary guarantor.
The Transaction delivers continuity for all Group operations. It
minimises business disruption, ensures continuity for the
businesses and their suppliers and protects the Group's employees.
It also allows additional funding of up to GBP99m to be
provided.
More information in relation to the Company's administration and
the Transaction can be found on the FTI Consulting LLP creditors
portal, http://www.fticonsulting-emea.com/cip/debenhams-plc/ and in
the letter to holders of the Notes from the Joint Administrators
which is appended to this announcement
The affairs, business and property of the Company are being
managed by the Joint Administrators, Chad Griffin, Simon Kirkhope
and Andrew Johnson, who act as agents of the Company only and
without personal liability.
This announcement is released by Debenhams plc (in
administration) and contains information in relation to the Notes
that qualified or may have qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
("MAR"), encompassing information relating to the Transaction
described above. For the purposes of MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Chad Griffin, Joint Administrator acting as
agent and without personal liability.
This notice is given by: DEBENHAMS PLC (in administration)
9 April 2019
LETTER TO THE HOLDERS OF THE DEBENHAMS PLC GBP225M 5.25% NOTES
DUE 2021
Dear Sir/Madam,
Debenhams plc (In Administration) ("the Company") Company
Number: 05448421
I confirm that Simon Kirkhope, Andrew Johnson and I were
appointed as Joint Administrators of the Company at 9.56
a.m. on 9 April 2019. The appointment was made by secured
lenders under the provisions of Paragraph 14 of Schedule B1 to the
Insolvency Act 1986. A notice has also been issued to the Irish
Stock Exchange today to notify of our appointment.
Immediately following our appointment, we sold the Company's
shares in Debenhams Group Holdings Limited, as well as certain
other active and dormant entities, together constituting the
Company's entire interest in the Debenhams group companies ("the
Group") to Celine UK Newco I Limited ("Newco"), an entity owned by
certain of the Company's secured lenders (the "Transaction")
following which Celine UK Newco I Limited acceded to the trust deed
governing the Notes as an additional subsidiary guarantor.
I have a duty to provide all creditors with the Joint
Administrators Statement of Insolvency ("SIP") 16 disclosure, this
sets out the justification behind the Transaction and why it
provides the best outcome for creditors. Our SIP16 disclosure is
available on the following website:
http://www.fticonsulting-emea.com/cip/debenhams-plc. Further
statutory reports and information on the administration will also
be made available on this website.
It is anticipated that the Transaction will have limited impact
upon holders of the Debenhams plc GBP225m 5.25% Notes due
2021(ISIN: XS1081972850; Common Code: 108197285) (the "Notes").
This is because:
- as a result of the recent consent solicitation, the
appointment of administrators does not trigger an event of default
so the Notes cannot be accelerated as a result of such
appointment;
- it is intended that Debenhams Retail Limited, part of the
Group, will be substituted in place of the Company as issuer in
respect of the Notes in due course;
- the Notes are guaranteed by a number of the Company's
subsidiaries and these guarantees will remain in place under the
Group's new ownership;
- as stated above, Newco has acceded to the Notes as an additional subsidiary guarantor, and
- if the Company is replaced as issuer (as referred to above) it
will in any event continue to be a guarantor of the Notes.
Yours faithfully,
For and on behalf of the Company
Chad Griffin
Joint Administrator
The affairs, business and property of the Company are being
managed by the Joint Administrators. The Joint Administrators act
as agents of the Company and without personal liability. Chad
Griffin, Simon Kirkhope and Andrew Johnson are licensed in the
United Kingdom to act as insolvency practitioners by the Institute
of Chartered Accountants in England and Wales, under section
390A(2)(a) of the Insolvency Act 1986
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ISECKCDKDBKDAQK
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