Proposed Amendments to Loan Stock Trust Deed
December 06 2010 - 6:26AM
UK Regulatory
TIDMMWB TIDMMBE
RNS Number : 4219X
MWB Group Holdings PLC
06 December 2010
for Immediate Release
6 DECEMBER 2010
MWB GROUP HOLDINGS PLC
PROPOSED AMENDMENTS TO LOAN STOCK TRUST DEED
The Board of Directors of MWB Group Holdings Plc ("MWB" or the "Company") today
announces that it is proposing amendments to the Trust Deed constituting the
9.75% unsecured loan stock 2009/2012 (the "Loan Stock") of which GBP22 million
is currently outstanding. The principal change proposed is that the final
redemption date of the Loan Stock be extended from 30 June 2012 to 31 December
2016 so as to bring it into line with the projected backstop end date of the
Cash Distribution Programme. A summary of the changes is set out below.
A circular ("Circular") containing details of the Loan Stock Amendments and
notice of a meeting of Loan Stock Holders to pass an Extraordinary Resolution to
approve the Loan Stock Amendments is expected to be posted today. A meeting of
Loan Stock Holders to approve the Loan Stock Amendments is expected to be held
at 11.00 a.m. on Monday 10 January 2011.
Background to the Loan Stock Amendments
In January 2010 Shareholders of MWB approved the extension of the projected
backstop end date of the Cash Distribution Programme to 31 December 2016,
although the Loan Stock still has a final redemption date of 30 June 2012. The
Board has concluded that it would be appropriate to seek the consent of the Loan
Stock Holders to an extension of the final redemption date of the Loan Stock to
31 December 2016, in order better to align the interests of Loan Stock Holders
with Shareholders in relation to the Cash Distribution Programme.
Loan Stock Amendments
Amendment to final redemption date
The Trust Deed provides that the Company must redeem all the Loan Stock
outstanding on 30 June 2012 at par together with Accrued Interest and may, by
not less than one month's written notice to Loan Stock Holders, redeem all the
Loan Stock outstanding at par together with Accrued Interest at the end of any
month prior to the final redemption date. It is proposed that the final
redemption date of the Loan Stock be extended from 30 June 2012 to 31 December
2016 so as to bring it into line with the projected backstop end date of the
Cash Distribution Programme.
Amendment to covenants
It is proposed to amend the Trust Deed by the addition of a further new covenant
that the Company will agree not to pay or make any dividend to its Shareholders,
without prior approval of the Loan Stock Holders (which would, if applicable, be
requested by way of an Ordinary Resolution), unless the Company offers all Loan
Stock Holders the right to have their Loan Stock redeemed in a principal amount
equal to the gross dividend payment or (if the outstanding principal amount of
the Loan Stock is less than such gross dividend payment) in a principal amount
equal to the outstanding principal amount of the Loan Stock.
Change of name of Loan Stock
It is proposed that the name of the Loan Stock be changed from "9.75 per cent.
Unsecured Loan Stock 2009/2012" to "9.75 per cent. Unsecured Loan Stock 2016".
Following such change of name, the ISIN number of the Loan Stock will remain
GB00B2PFCW91.
Payment of fee
It is proposed that, as part of, and as consideration for, the approval by Loan
Stock Holders of the Loan Stock Amendments, the Company shall, following the
passing of the Resolution, pay a fee equal to 1 per cent. of the principal
amount of Loan Stock outstanding as at 24 December 2010 to all Loan Stock
Holders who are on the Register of Loan Stock Holders at 6.00 p.m. on such date.
Subject to the passing of the Resolution, this fee will be payable on 21 January
2011 and whether or not the Loan Stock Holders voted in favour of the
Resolution. If the Resolution is not passed, then this fee will not be paid to
any Loan Stock Holder.
Other than the proposed amendments to the Loan Stock described above, no changes
to the Trust Deed nor to its Conditions are proposed or envisaged by the Board
(other than changes of an immaterial nature).
Irrevocable Undertakings
Certain Loan Stock Holders (excluding the Directors) have given irrevocable
undertakings to the Company to vote in favour of the Resolution (save in very
limited circumstances which are customary for irrevocable undertakings given in
relation to funds which are managed on a discretionary basis) in respect of a
total of GBP15.3 million of the Loan Stock, representing approximately 69.8 per
cent. of the Loan Stock in issue at the date of this announcement.
In addition, certain Directors and persons connected with them have given
irrevocable undertakings to the Company to vote in favour of the Resolution in
respect of a total of GBP1,561,000 of the Loan Stock, representing approximately
7.1 per cent. of the Loan Stock in issue at the date of this announcement.
In total, therefore, the Company has received irrevocable undertakings to vote
in favour of the Resolution in respect of a total of GBP16.9 million of the Loan
Stock, representing approximately 76.9 per cent. of the Loan Stock in issue at
the date of this announcement.
The total amount of holdings to which these irrevocable undertakings relate
exceeds the majority of not less than 75 per cent. of persons voting on a show
of hands or, if a poll is demanded, not less than 75 per cent. of the votes
given on a poll, required to pass the Resolution.
Recommendation
The Directors unanimously believe that the Loan Stock Amendments are in the best
interests of the Company and Loan Stock Holders as a whole subject to the
matters referred to in the Circular. Accordingly, the Directors recommend Loan
Stock Holders to vote in favour of the Resolution, as they intend to do in
respect of their aggregate holding of GBP1,561,000 of Loan Stock, equivalent to
7.1 per cent. of the total Loan Stock outstanding.
A copy of the Circular has been submitted to the National Storage Mechanism and
will shortly be available for inspection at: www.Hemscott.com/nsm.do
Contacts
MWB Group Holdings Plc
Tel: 020 7706 2121
Richard Balfour-Lynn, Chief Executive
Jagtar Singh, Finance Director
Panmure Gordon
Tel: 020 7459 3600
Hugh Morgan
Adam Pollock
Appendix
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
+---------------------------------+---------------------------------+
| "Accrued Interest" | interest at the rate of 9.75 |
| | per cent. per annum accrued up |
| | to and including the date of |
| | redemption of the Loan Stock |
+---------------------------------+---------------------------------+
| "Cash Distribution Programme" | the programme described in the |
| | prospectus dated 17 December |
| | 2009 from the Company to its |
| | Shareholders pursuant to which |
| | the Company proposes to realise |
| | all or substantially all of its |
| | assets in order to repay its |
| | debt and make cash returns to |
| | Shareholders |
+---------------------------------+---------------------------------+
| "Directors" or "Board" | the directors of the Company |
+---------------------------------+---------------------------------+
| "Loan Stock Amendments" | the proposed amendments to the |
| | Trust Deed |
+---------------------------------+---------------------------------+
| "Loan Stock Holders" | holders of Loan Stock |
+---------------------------------+---------------------------------+
| "Resolution" | the resolution proposed to be |
| | passed as an Extraordinary |
| | Resolution, set out in the |
| | notice of the Loan Stock |
| | meeting contained in the |
| | Circular |
+---------------------------------+---------------------------------+
| "Shareholders" | holders of Units |
+---------------------------------+---------------------------------+
| "Unit" | a unit, comprising one ordinary |
| | share of 0.1p and 20 B ordinary |
| | shares of 0.01p each in the |
| | capital of the Company, such |
| | ordinary share and B shares |
| | being transferable only in the |
| | form of a Unit and not |
| | separately and "Units" shall be |
| | construed accordingly |
+---------------------------------+---------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
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