Source - RNS
RNS Number : 1415H
Annington Finance No.1 PLC
05 June 2017
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "SOLICITATION AND DISTRIBUTION RESTRICTIONS" BELOW)

Annington Finance No. 1 PLC

(incorporated with limited liability under the laws of England and Wales)


and


Annington Finance No. 4 PLC

(incorporated with limited liability under the laws of England and Wales)

announces Consent Solicitation
in respect of certain Notes

5 June 2017. Annington Finance No. 1 PLC (AF1) and Annington Finance No. 4 PLC (AF4 and together with AF1, the Issuers) announce today separate invitations (together the Consent Solicitation) to Eligible Noteholders (as defined below) of each class of notes described in the tables below (together the Notes and each class of the Notes a Class) to consent to certain amendments to the terms and conditions of each Class, and other documents relating to the relevant Class, as proposed by the Issuers (each a Proposal and together the Proposals) for approval by an Extraordinary Resolution at separate meetings (including any adjourned such meetings) of the holders of such Class (each a Meeting and together the Meetings), all as further described under "Summary of the Proposals" below.

This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the consent solicitation memorandum dated 5 June 2017 (the Consent Solicitation Memorandum) prepared by the Issuers. Subject to the restrictions described under "Solicitation and Distribution Restrictions" below, Eligible Noteholders may obtain a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a holder of Notes will be required to provide confirmation as to his or her status as an Eligible Noteholder. Eligible Noteholders are advised to read carefully the Consent Solicitation Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

THE NOTES

Issuer

Description of the Notes

ISIN

Outstanding
principal amount

Accreted

Value1

Trustee

Notes

Annington Finance No.1 PLC

£369,300,000      8 per cent. Secured Notes due 2021

XS0070337372

£168,858,732

N/A

Prudential Trustee Company Limited

AF1 Notes

Annington Finance No.4 PLC

£1,480,000,000 Class A Secured Zero Coupon Notes due 2022

XS0083080043

£1,391,100,000

£959,220,000

The Law Debenture Intermediary Corporation p.l.c.

AF4-A Notes

Annington Finance No.4 PLC

£1,000,000,000 Class B1 Secured Zero Coupon Notes due 2023

XS0083098763

£936,930,000

£625,320,000

The Law Debenture Intermediary Corporation p.l.c.

AF4-B1 Notes

Annington Finance No.4 PLC

£150,000,000 Class C1 Fixed Rate Notes due 2023

XS0143398179

£150,000,000

N/A

The Law Debenture Intermediary Corporation p.l.c.

AF4-C1 Notes

1 Accreted values are calculated assuming the Proposals are passed where the expected Payment Date is 28 July 2017 and in any event is no later than 30 Business Days following the date of the execution of the relevant Supplemental Trust Deed.

Background to the Proposals

 

The Issuers

 

The Issuers are both part of the Annington corporate group (Annington). Annington owns residential property in the United Kingdom, including married quarters made available to members of the armed forces in the UK.

 

The Notes

 

In November 1996, Annington agreed with the Secretary of State for Defence that in return for the transfer of 999 year leases of certain married quarters, Annington would grant leases in favour of the Ministry of Defence in respect of the portion of married quarters required for accommodating service families. To raise finance to acquire the relevant married quarters, AF1 issued secured notes to investors, the proceeds of which were on-lent to APL in order for APL to acquire the titles. AF4 subsequently bought a loan made between Annington Finance No.2 PLC (as lender) and APL (as borrower) and issued further notes in December 1997, February 2002 and August 2004 for funding purposes.

 

The Proposals

 

The purpose of the Proposals is to more closely align, through the insertion of a call mechanism, the redemption mechanics of the AF1 Notes, the AF4-A Notes and the AF4-B1 Notes with those of the AF4-C1 Notes and furthermore, to provide the Issuers with the ability to execute any future redemption in a quick and efficient manner and under an abbreviated notice period of no less than 5 business days and no more than 30 calendar days.  Eligible Noteholders will also be asked to approve equivalent amendments to the underlying loans between the relevant Issuer and APL.

 

At the proposed early redemption price of Spens, the Issuers believe that the terms of any such early redemption, if so approved, would protect the value of Noteholder's investment in the relevant Class of Notes on a net present value basis. The terms of the Notes, as amended, follow the normal market convention regarding early redemption terms in the Sterling bond market.

 

Annington is contemplating a new longer-dated senior unsecured financing structure for which it is targeting an investment grade credit rating. Subject to a successful conclusion of the Consent Solicitation and the Repack Consent Solicitation, a refinancing transaction to establish the new capital structure could follow in the near term, subject to market conditions, consisting of Sterling and Euro denominated bond issues as well as bank loans.

 

These changes are being put in place now in order to facilitate the potential refinancing of the existing debt structure as soon as the Issuers determine that market conditions are favourable. In any event, the Issuers intend to refinance their respective existing indebtedness ahead of the relevant maturity dates of the Notes.

 

Review of a Special Committee of the Investment Association

 

The Proposals described in the Consent Solicitation Memorandum have been considered by a special committee (the Special Committee) of The Investment Association at the request of the Issuers. The members of the Special Committee, who hold in aggregate approximately 45.10 per cent. of the outstanding principal amount of the AF1 Notes, approximately 55.32 per cent. of the outstanding principal amount of the AF4-A Notes, approximately 18.58 per cent. of the outstanding principal amount of the AF4-B1 Notes and approximately 24.89 per cent. of the outstanding principal amount of the AF4-C1 Notes have examined the Proposals. They have informed the relevant Issuer that they find the Proposals acceptable and that, subject to client and other approvals, they intend to vote in favour of the Proposals in respect of their holdings of Notes.

The Special Committee has also reviewed drafts of the consent solicitation memorandum and related supplemental trust deed prepared by Annington Property Limited on behalf of Annington Repackaging No.1 Ltd in connection with the Repack Notes. The members of the Special Committee, who hold in aggregate approximately 31.01 per cent. of the outstanding principal amount of the Class A Repack Notes have examined the notes proposal with respect to the Class A Repack Notes. They have informed Annington Property Limited that they find the notes proposal acceptable and that, subject to client and other approvals, they intend to vote in favour of the notes proposal in respect of their holdings of the Class A Repack Notes.

The Special Committee has advised each Issuer, Annington Repackaging No. 1 Ltd and Annington Property Limited that these recommendations relate only to the proposals set out in the relevant consent solicitation memorandum and not to any future offers or proposals which any of them may make.

Noteholders should, however, nonetheless undertake their own detailed assessment of the relevant proposals.

Summary of the Proposals
 

The relevant proposals are:

(i)     in respect of the AF1 Notes, the AF4-A Notes and the AF4-B1 Notes only, to insert a call option mechanism to redeem all (but not some only) of the Notes and to amend the terms of the AF4-C1 Notes so as to remove the ability for the Issuer to effect an optional redemption in part in respect of the AF4-C1 Notes, in line with the AF4-C1 Notes; and

(ii)    in respect of all the Notes, to make the necessary amendments to the Trust Deeds so that, under the call option (to be added to the AF1 Notes, the AF4-A Notes and the AF4-B1 Notes, and already included in the provisions of the AF4-C1 Notes):

a.     the redemption price is set as being the higher of (i) in respect of the AF1 Notes and the AF4-C1 Notes, par, or, in respect of the AF4-A Notes and the AF4-B1 Notes, the Accreted Value and (ii) a redemption price to be determined by reference to a gross redemption yield on the relevant Notes equivalent to that of the Relevant Treasury Stock as described in the table below (in each case, together with any accrued and unpaid interest thereon):

 

AF1 Notes

AF4-A Notes

AF4-B1 Notes

AF4-C1

Relevant Treasury Stock

UK Treasury Gilt due September 2019 (ISIN: GB00B4YRFP41)

UK Treasury Gilt due September 2022 (ISIN: GB00B7L9SL19)

UK Treasury Gilt due September 2023 (ISIN: GB00B7Z53659)

UK Treasury Gilt due September 2023 (ISIN: GB00B7Z53659)

 

b.     if such Relevant Treasury Stock is deemed no longer appropriate for such purpose, for reasons of illiquidity or otherwise, then the Relevant Treasury Stock will be considered to be such other government stock as the Note Trustee, with the advice of three brokers and/or gilt-edged market makers or such other three persons operating in the gilt-edged market as selected by the Issuer and approved by the Note Trustee. The Relevant Treasury Stock shall be specified in the notice of redemption;

c.    to insert or amend the notice period in respect of the call option so that the notice period is no less than 5 business days and no greater than 30 calendar days, and to ensure that such notice can be issued at the option of the relevant Issuer at any time;

d.     to set, in respect of the AF1 Notes, the AF4-A Notes and the AF4-B1 Notes, or to amend, in respect of the AF4-C1 Notes, the determination of the gross redemption yields to being at 3.00 p.m. (London time) on the date of despatch of the relevant notice of redemption;

e.     to provide that the Issuer cannot optionally redeem the Class C1 Notes unless the Class A Notes and the Class B1 Notes have already been redeemed in full or will be redeemed in full at the same time as the Class C1 Notes are being redeemed, and that the Issuer cannot optionally redeem the Class B1 Notes unless the Class A Notes have already been redeemed in full or will be redeemed in full at the same time as the Class B1 Notes are being redeemed; and

f.      to make the necessary consequential and/or equivalent amendments to the relevant Trust Deed, the relevant Agency Agreement and the relevant Loan Agreement,

(together, the Proposals).

If the Extraordinary Resolution is passed in respect of any Class, the proposed amendments to the relevant Conditions, the relevant Trust Deed, the relevant Agency Agreement and the relevant Loan Agreement will be binding on all Noteholders of such Class, including those Noteholders of such Class who do not vote in respect of, or vote against, the relevant Proposals.

If an Extraordinary Resolution is passed at the relevant Meeting in respect of any Class and the related Consent Condition is satisfied, the relevant Issuer will determine when execution and, if applicable, delivery of the relevant Supplemental Trust Deed, the relevant Agency Agreement Amendment Agreement and the relevant Loan Agreement Amendment Agreement is to take place, and will announce the effective date for implementation of the Proposals.

Noteholders are advised to review the relevant Supplemental Trust Deed, the relevant Agency Agreement Amendment Agreement and the relevant Loan Agreement Amendment Agreement relating to the relevant Class, which set out the proposed amendments to the Conditions and are available from the date of this Consent Solicitation Memorandum to the conclusion of the relevant Meeting (including any relevant adjourned Meeting) on request from the Tabulation Agent.

Eligible Noteholders

The Consent Solicitation is only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available, to persons that are (a) located and resident outside the United States and who are not "U.S. persons" (as defined in Regulation S under the Securities Act) and (b) otherwise persons to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (each an Eligible Noteholder).

Meetings

At each Meeting, Noteholders will be invited to consider and, if thought fit, approve the Extraordinary Resolution relating to the relevant Class, with any implementation of that Extraordinary Resolution being subject to satisfaction of the Consent Conditions (as defined below), all as more fully described in the relevant Notice.

In accordance with the procedures for participating in the Consent Solicitation and at the Meetings, each Noteholder must confirm whether or not it is an Eligible Noteholder in order to participate in the Consent Solicitation in respect of the relevant Class or otherwise participate at the relevant Meeting.

The implementation of each of the Proposals in respect of a Class and the related Extraordinary Resolution will be conditional on:

(i)              the passing of the relevant Extraordinary Resolution and, in the case of the AF4-B1 Notes, the extraordinary resolution of the Repack Notes; and

(ii)             the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Eligible Noteholders, irrespective of any participation at the relevant Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation only of their status as Ineligible Noteholders and waive their right to attend and vote (or be represented) at the relevant Meeting had actually participated at such Meeting), including the satisfaction of such condition at an adjourned Meeting (the Eligibility Condition);           
 

(i) and (ii) together, the Class Consent Conditions); and

(iii)            the satisfaction of the Class Consent Conditions in respect of each of the AF1 Notes, the AF4-A Notes, the AF4-B1 Notes and the AF4-C1 Notes, which, with the exception of the passing of the extraordinary resolution of the Repack Notes, may be waived by the Issuers in their sole and absolute discretion, subject to applicable law,

((i), (ii) and (iii) together, the Consent Conditions).

At each Meeting, the relevant Extraordinary Resolution will be considered by the holders of the relevant Class of Notes only, and the passing of the relevant Extraordinary Resolution is not conditional on the passing of the Extraordinary Resolution relating to any other Class. However, the implementation of the Proposals and payment of any relevant Work Fee is conditional on the satisfaction of the Class Consent Conditions in respect of each of the AF1 Notes, the AF4-A Notes, the AF4-B1 Notes and the AF4-C1 Notes (which may be waived by the Issuers in their sole and absolute discretion), subject to applicable law. If the Repack Notes proposal is not successful, then the Consent Conditions will not be satisfied and the Proposals in respect of the AF4-B1 Notes cannot pass.


Payment of Work Fee

Pursuant to the Consent Solicitation, each Eligible Noteholder from whom a valid Consent Instruction in respect of the relevant Extraordinary Resolution (irrespective of whether such Eligible Noteholder votes in favour or against the Extraordinary Resolution) is received by the Tabulation Agent by 4.00 p.m. (London time) on 16 June 2017 (such time and date with respect to each relevant Class, as the same may be extended, the Work Fee Deadline) will be eligible to receive payment of an amount equal to 0.05 per cent. of in respect of the AF1 Notes and the AF4-C1 Notes, the outstanding principal amount, or, in respect of the AF4-A Notes and the AF4-B1 Notes, the Accreted Value of the Notes that are the subject of such Consent Instruction (the Work Fee).

Eligible Noteholders may continue to submit Consent Instructions after the Work Fee Deadline and up to the Expiration Deadline (in favour or against the Extraordinary Resolution), but any Noteholder from whom a valid Consent Instruction is received after the Work Fee Deadline will not be eligible to receive the Work Fee.

Only Eligible Noteholders will, subject to the conditions described in this Consent Solicitation Memorandum, be entitled to receive the Work Fee. Payment of the Work Fee in respect of a Class of Notes is conditional on the satisfaction of the Consent Conditions.

Ineligible Noteholder Payment

 

Any Noteholder who is not an Eligible Noteholder, on the basis that such Noteholder is either (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom the Consent Solicitation cannot otherwise be lawfully made (each an Ineligible Noteholder) may be eligible, to the extent permitted by applicable laws and regulations, to receive an equivalent amount to any applicable Work Fee (which is an amount equal to 0.05 per cent. of the principal amount of the AF1 Notes that are the subject of the relevant Ineligible Noteholder Instruction (as defined below) (the Ineligible Noteholder Payment)).

To be eligible for the Ineligible Noteholder Payment, an Ineligible Noteholder must deliver, or arrange to have delivered on its behalf, a valid Ineligible Noteholder Instruction that is received by the Tabulation Agent by 4.00 p.m. (London time) on 16 June 2017 (the Ineligible Instruction Deadline) and is not subsequently revoked.

Indicative Timetable for the Consent Solicitation
 

Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation, which will depend, among other things, on timely receipt (and non-revocation) of Consent Instructions, the rights of the Issuers (where applicable) to extend, waive any condition of, amend and/or terminate the Consent Solicitation (other than the terms of any Extraordinary Resolution) as described in this Consent Solicitation Memorandum and the passing of each Extraordinary Resolution (and satisfaction of the Consent Conditions) at the initial Meeting for the relevant Class. Accordingly, the actual timetable may differ significantly from the timetable below.

Event

Announcement of Consent Solicitation

Announcement of Consent Solicitation. Notice of Meetings delivered to Clearing Systems for communication to Direct Participants and published on website of London and Luxembourg stock exchanges.

5 June 2017

Copies of the Consent Solicitation Memorandum and documents referred to under "General" in the Notices to be available from the Tabulation Agent

 

Work Fee Deadline

 

Deadline for receipt by the Tabulation Agent of valid Consent Instructions in respect of the relevant Extraordinary Resolution from Eligible Noteholders for such Eligible Noteholders to be eligible to receive the Work Fee

4.00 p.m. (London time) on 16 June 2017

Expiration Deadline

 

Final deadline for receipt by the Tabulation Agent of valid Consent Instructions in respect of the relevant Extraordinary Resolution from Eligible Noteholders and be represented at the Meetings, to the extent such holders have not submitted valid Consent Instructions prior to the Work Fee Deadline

4.00 p.m. (London time) on 27 June 2017

This will also be the deadline for making any other arrangements to attend or be represented or to vote at any Meeting.

 

Meetings

Meetings to be held at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS. The initial Meeting (in respect of the AF1 Notes) will commence at 10.00 a.m. (London), with subsequent Meetings in respect of each other Class (in the order each Class is listed in the table on page 2 of this Consent Solicitation Memorandum) being held at 10 minute intervals thereafter or after the completion of the preceding Meeting (whichever is later)

From 10.00 a.m. (London time) on 30 June 2017

Announcement of results of Meetings and satisfaction of Consent Conditions

 

Announcement of the results of the Meetings and, if the Extraordinary Resolutions are passed, whether the Consent Conditions have been satisfied

As soon as reasonably practicable after the Meetings (and in any event within 14 days of the conclusion of the relevant Meetings)

Execution and delivery of the Supplemental Trust Deeds, the  Agency Agreement Amendment Agreements and the Loan Agreement Amendment Agreements

 

 

 

If the Consent Conditions are satisfied, execution and, if applicable, delivery of the applicable Supplemental Trust Deed, the applicable Agency Agreement Amendment Agreement and the applicable Loan Agreement Amendment Agreement

Expected to be on or around 30 June 2017

Payment Date

 

Payment of the Work Fee

Expected to be 28 July 2017, (and in any event no later than 30 Business Days following the date of execution of the relevant Supplemental Trust Deed)

If the necessary quorum for any Extraordinary Resolution is not obtained or the quorum is obtained and the relevant Extraordinary Resolution passed but the Eligibility Condition not satisfied, the relevant Meeting will be adjourned and the adjourned Meeting held at such time as will be notified to Noteholders of the relevant Class in accordance with the relevant Conditions and the relevant Meeting Provisions. If the Extraordinary Resolution is passed at the adjourned such Meeting and the Eligibility Condition satisfied, the relevant modifications to the Conditions, the Trust Deed, the Agency Agreement and the Loan Agreement in respect of such Class described in this Consent Solicitation Memorandum will be implemented as soon as reasonably practicable after such adjourned Meeting and insofar as the Consent Conditions are satisfied.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) validly revoke their instruction to participate in, the Consent Solicitation and/or the relevant Meeting(s) by the deadlines specified above. The deadlines set by any such intermediary and any applicable Clearing System for the submission and (in the limited circumstances in which revocation is permitted) revocation of Consent Instructions and Ineligible Noteholder Instructions will be earlier than the relevant deadlines above and specified in the Consent Solicitation Memorandum.

Unless stated otherwise, all announcements in connection with the Consent Solicitation will be made (i) in relation to the AF1 Notes by publication on the website of the London Stock Exchange (www.londonstockexchange.com) and (ii) in relation to the AF4-A Notes, the AF4-B1 Notes and the AF4-C1 Notes by publication on the website of the Luxembourg Stock Exchange (www.bourse.lu). Such announcements may also be made on the relevant Reuters Insider screen page and/or by the issue of a press release to a Notifying News Service. Copies of all announcements, notices and press releases can also be obtained from the Tabulation Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the relevant Clearing Systems and Noteholders are urged to contact the Tabulation Agent for the relevant announcements during the course of the Consent Solicitation. In addition, Noteholders may contact either of the Solicitation Agents for information using the contact details below.

Eligible Noteholders are advised to read carefully the Consent Solicitation Memorandum for full details of, and information on the procedures for participating in, the Consent Solicitation.

Barclays Bank PLC and J.P. Morgan Securities plc are acting as Solicitation Agents, Lucid Issuer Services Limited are acting as Tabulation Agent.

Questions and requests for assistance in connection with the Consent Solicitation may be directed to either of the Solicitation Agents:

 

 

 

 

SOLICITATION AGENTS
 

Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Telephone: +44 20 3134 8515
Attention: Liability Management Group
Email:
eu.lm@barclays.com

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
 London E14
5JP
United Kingdom
Telephone: 44 20 7134 2468
Attention: Liability Management
Email:
EMEA_LM@jpmorgan.com

 

Questions and requests for assistance in connection with the delivery of Consent Instructions may be directed to the Tabulation Agent:

 

TABULATION AGENT

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom

Telephone: +44 20 7704 0880
Attention: Thomas Choquet / Arlind Bytyqi
Email:
annington@lucid-is.com

This announcement is released by Annington Finance No.1 PLC and Annington Finance No. 4 PLC and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Consent Solicitation and the Proposals described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/155, this announcement is made by Andrew Chadd, Chief Financial Officer at Annington.

DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of any Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at the relevant Meeting (including any adjourned such Meeting). None of the Issuers, the Solicitation Agents, the Tabulation Agent, The Law Debenture Trust Corporation p.l.c. and Prudential Trustee Company Limited (the Trustees) expresses any opinion about the terms of the Consent Solicitation or Extraordinary Resolution or makes any recommendation whether Noteholders should participate in the Consent Solicitation or otherwise participate at the Meeting(s) applicable to them.

 

SOLICITATION AND DISTRIBUTION RESTRICTIONS

United States

The Consent Solicitation is only being made outside the United States, to persons other than "U.S. persons" (as defined in Regulation S under the Securities Act). Any purported participation in the Consent Solicitation resulting directly or indirectly from a violation of these restrictions will be invalid and any participation in the Consent Solicitation by a person that is located or resident in the United States or that is a U.S. person or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a beneficial owner that is giving instructions from within the United States or that is any U.S. person will not be accepted.

Neither this announcement or the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. persons, unless in a transaction not subject to, or in compliance with an exemption from, the registration requirements of the Securities Act.

Each Noteholder participating in the Consent Solicitation will be required to represent that it is not a U.S. person (as defined in Regulation S under the Securities Act), and is not acting for the account or benefit of any U.S. person, and that it is not located or resident in the United States.

For the purpose of the above paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

General

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in the Consent Solicitation by a Noteholder in any circumstances in which such participation is unlawful will not be accepted.

Each Noteholder participating in the Consent Solicitation will be required to represent that it is an Eligible Noteholder. Any Consent Instructions from a Noteholder that is unable to make these representations will not be accepted. Each of the Issuers, the Solicitation Agents and the Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any submission of Consent Instructions, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuers determines (for any reason) that such representation is not correct, such Consent Instruction may be rejected.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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