Restructuring
June 08 2009 - 2:00AM
UK Regulatory
TIDM39TQ
RNS Number : 5034T
CTRL Section 1 Finance PLC
08 June 2009
Restructuring of London and Continental Railways ("LCR") and implications for
the Government Guaranteed Bonds issued by LCR Finance plc ("LCRF") (the "GGBs")
and Asset Backed Notes issued by CTRL Section 1 Finance plc ("CTRLF") (the
"Asset Backed Notes", together with the GGBs, the "Bonds")
CTRL Section 1 Finance plc ("CTRL")
GBP748m Class A1: 5.234% due 2035 (fixed) (ISIN: XS0179947196)
GBP500m Class A2: 2.334% due 2051 (index-linked) (ISIN: XS0179947352)
LCR Finance plc ("LCRF")
GBP1,000m 4.75% due 2010 (fixed) (ISIN: XS0095091277)
GBP1,225m 4.50% due 2028 (fixed) (ISIN: XS0094804126)
GBP425m 4.50% due 2038 (fixed) (ISIN: XS0094835248)
GBP1,100m 5.10% due 2051 (fixed) (ISIN: XS0150670551)
Following the successful completion of the construction of the High Speed 1 rail
link from St. Pancras Station to the Channel Tunnel ("HS1"), the Department for
Transport ("DfT") and LCR are currently undertaking a joint programme of work in
relation to a restructuring of LCR, the owner of HS1, the UK's interest in
Eurostar and certain development land interests around the HS1 stations.
As a result of these discussions, the Secretary of State for Transport
("Secretary of State") has agreed to acquire CTRLF and LCRF and agreed to the
novation to the Secretary of State of the relevant payment obligations of LCR
and Eurostar (U.K.) Limited ("EUKL") in relation to the Bonds. The Bonds are
already either guaranteed by the Secretary of State or secured
over unconditional payment obligations owed by, or guaranteed by, the UK
Government. As a result of a decision announced by the Office for National
Statistics in February 2006, LCR is already classified as a public corporation
for the purposes of the National Accounts and therefore the proposed
transactions will have no impact on the Public Sector Net Debt.
As announced on 13 May 2009, the state aid aspects of the transactions have been
cleared by the European Commission, which has also cleared additional state aid
aspects related to the restructuring of
LCR (http://europa.eu/rapid/pressReleasesAction.do?reference
=IP/09/761&type=
TML&aged=0&language=EN&guiLanguage=en).
As noted above, the existing guarantees and payment obligations of the Secretary
of State will remain in place. Accordingly, the GGBs will remain unconditionally
and irrevocably guaranteed by the Secretary of State. In the case of the Asset
Backed Notes, the Secretary of State is already unconditionally and irrevocably
committed either to pay directly or to guarantee the payment of receivables
which underlie the Asset Backed Notes. The Secretary of State will now,
additionally, directly pay all of these receivables.
The Note Trustee has confirmed that the changes to the arrangements relating to
the Asset Backed Notes are not materially prejudicial to holders of those Notes
and on that basis the Security Trustee has agreed to certain contractual changes
required to implement this, which are set out below.
The rating agencies (S&P, Moody's and Fitch) are expected to confirm the
existing AAA/Aaa/AAA ratings of the GGBs and the Asset Backed Notes.
The Secretary of State is making a separate statement today in relation to the
broader restructuring of LCR.
Modifications to Asset Backed Notes documentation
The following modifications have been made to the documentation relating to the
Asset Backed Notes (no changes have been made to the transaction documents
relating to the GGBs);
(a) EUKL's rights and obligations under the First Section 1 Track Access Charges
Deed dated 4 November 2003 have been novated to the Secretary of State;
(b) the Deed of Covenant dated 12 November 2003 between (1) LCR and certain of
its subsidiaries, (2) CTRLF and (3) the Security Trustee has been terminated and
a new deed of covenant on substantially the same terms has been entered into
between the Secretary of State, CTRLF and the Security Trustee;
(c) the LCR First Legal Mortgage dated 12 November 2003 over the shares in CTRLF
has been released and the Secretary of State has executed a mortgage over those
shares in favour of the Security Trustee;
(d) EUKL's rights and obligations under the Indexation Agreement dated 12
November 2003 have been novated to the Secretary of State;
(e) LCR's rights and obligations under the Standby Administrative Receiver
Agreement dated 12 November 2003 have been novated to the Secretary of State;
(f) LCR and CTRL (UK) Limited's rights and obligations under the Master
Definitions and Framework Deed dated 12 November 2003 have been novated to the
Secretary of State and this deed has been amended to reflect the restructuring
changes;
(g) LCR's rights and obligations under the Administration and Cash Flow
Management Agreement dated 12 November 2003 have been novated to the Secretary
of State and this agreement has been amended to reflect the restructuring
changes;
(h) LCR's rights and obligations under the Nominee Deed dated 12 November 2003
have been novated to the Secretary of State and this agreement has been amended
to reflect the restructuring changes;
(i) CTRL (UK) Limited's rights and obligations under the Subordinated Loan
Agreement dated 12 November 2003 have been novated to the Secretary of State;
and
(j) the Receivables Purchase Agreement dated 12 November 2003 has been
terminated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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