THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Ei Group plc
(incorporated with limited liability in England and Wales)
refers to invitations by The Unique Pub Finance Company PLC (the "Issuer") to any and all holders (the "Noteholders") of the outstanding:
£435,000,000 6.542 per cent. Class A3 Asset Backed Notes due 2021 (the "Class A3 Notes"); and
£535,000,000 5.659 per cent. Class A4 Asset Backed Notes due 2027 (the "Class A4 Notes" and together with the Class A3 Notes, the "Notes"),
in each case, issued by the Issuer
14 June 2018. Ei Group plc (the "Company") refers to invitations by the Issuer to Noteholders to consent to certain amendments to documentation of the securitisation transaction involving the Notes as proposed by the Issuer (the "Proposal") for approval by an extraordinary resolution (an "Extraordinary Resolution") at a meeting of the Noteholders as further described in the Consent Solicitation Memorandum of the Issuer dated 14 June 2018 (the "Consent Solicitation Memorandum") (the "Consent Solicitation").
The Company today announces that the Issuer, the Company's asset-backed securitisation vehicle, has issued a Proposal to the Noteholders to support the delivery of the Company's operational strategy.
The Proposal is designed to allow the assets held within the Unique group to be better aligned with the Company's strategy of maximising the value of its asset base, while simultaneously facilitating the continued deleveraging of the group. By having greater flexibility to dispose of non-tied pubs, Unique Pub Properties Limited can proactively manage its portfolio and deliver the group's strategy, as well as monetise the value of pubs which do not form a long-term part of the group's tied estate. The disposal proceeds of this monetisation will be shared with Noteholders via prepayment of the Notes (i) at make-whole price, and (ii) in class order, thus accelerating deleveraging within the structure and minimising Noteholder exposure to non-tied pubs.
The Consent Solicitation and Proposal have been considered by a special committee (the "Special Committee") of the Investment Association at the request of the Issuer. The members of the Special Committee, who hold in aggregate approximately 38 per cent. in Principal Amount Outstanding of the Notes have examined the Proposal. They have informed the Issuer that they find the Proposal acceptable and that, subject to client and other approvals, they intend to vote in favour of the Extraordinary Resolution in respect of their holdings of Notes. The Special Committee has also reviewed drafts of the Consent Solicitation Memorandum and the related Deed of Amendment.
Further details of the Consent Solicitation
The Consent Solicitation and the Proposal is being made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum. This announcement should be read in conjunction with the Consent Solicitation Memorandum. Capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.
In accordance with the Conditions of, and the Trust Deed constituting, the Notes, the Extraordinary Resolution will, if passed, be binding on the holders of the Issuer's GBP 225,000,000 7.395 per cent. Class M Asset Backed Notes due 2024 and its GBP 190,000,000 6.464 per cent. Class N Asset Backed Notes due 2032 and it is not necessary for such holders to consent to the Proposal for them to take effect.
Subject to the terms of the Consent Solicitation, the relevant Noteholders voting in respect of the amendments to the Unique financing terms by 4:00 p.m. (London time) on 25 June 2018 will receive a fee of 0.375 per cent. of the amortised principal amount outstanding of the Class A3 and Class A4 notes irrespective of whether they vote in favour or against such amendments.
The voting deadline falls on 4:00 p.m. (London time) on 3 July 2018.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014. By the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of the Company is Loretta Togher (Legal Counsel & Company Secretary).
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