Marston's Issuer PLC Meeting results (8992I)

TIDM48VL

RNS Number : 8992I

Marston's Issuer PLC

17 August 2021

NOTICE OF RESULT OF CONSENT SOLICITATION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. NOTHING IN THIS ANNOUNCEMENT CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

MARSTON'S ISSUER PLC ANNOUNCES THE RESULT OF ITS CONSENT SOLICITATION

17 August 2021

Overview

On 26 July 2021, Marston's Issuer PLC (the "Issuer") announced a consent solicitation (the "Consent Solicitation") in respect of the GBP214,000,000 Class A2 Secured Fixed/Floating Rate Notes due 2027 (XS0226790748) (the "Class A2 Notes"), the GBP200,000,000 Class A3 Secured Fixed/Floating Rate Notes due 2032 (XS0226792280) (the "Class A3 Notes"), the GBP250,000,000 Class A4 Secured Floating Rate Notes due 2031 (XS0331071026) (the "Class A4 Notes", and together with the Class A2 Notes and the Class A3 Notes, the "Class A Notes") and the GBP155,000,000 Class B Secured Fixed/Floating Rate Notes due 2035 (XS0226897030) (the "Class B Notes", and together with the Class A Notes, the "Notes") to approve by way of Extraordinary Resolutions at separate meetings (the "Meetings") of the holders of each Class of the Notes (the "Noteholders") proposals to (i) amend the interest basis under the Notes and the Liquidity Facility to transition from LIBOR to SONIA plus the ISDA fallback spread adjustment for 3-month sterling LIBOR published by Bloomberg and fixed as of 5 March 2021, and (ii) make consequential or related amendments to the Master Definitions and Construction Schedule, the Conditions, the Liquidity Facility Agreement, the Interest Rate Swap Agreement and the Issuer/Borrower Swap Agreement (together, the "Proposals", as further described in the Consent Solicitation Memorandum dated 26 July 2021 (the "Solicitation Memorandum")).

Capitalised terms used in this announcement (the "Announcement") and not defined herein shall have the meanings ascribed to them in the Solicitation Memorandum.

Results of Consent Solicitation

Notice is hereby given to the Noteholders that:

(i) at the Meeting of the holders of the Class A2 Notes held earlier today, those Noteholders which were present or represented at the Meeting held 83.42 per cent. of the Principal Amount Outstanding of the Class A2 Notes and the Extraordinary Resolution was passed by Noteholders holding 100.00 per cent. of the Principal Amount Outstanding of the Class A2 Notes represented at that Meeting;

(ii) at the Meeting of the holders of the Class A3 Notes held earlier today, those Noteholders which were present or represented at the Meeting held 76.29 per cent. of the Principal Amount Outstanding of the Class A3 Notes and the Extraordinary Resolution was passed by Noteholders holding 100.00 per cent. of the Principal Amount Outstanding of the Class A3 Notes represented at that Meeting;

(iii) at the Meeting of the holders of the Class A4 Notes held earlier today, those Noteholders which were present or represented at the Meeting held 96.90 per cent. of the Principal Amount Outstanding of the Class A4 Notes and the Extraordinary Resolution was passed by Noteholders holding 100.00 per cent. of the Principal Amount Outstanding of the Class A4 Notes represented at that Meeting; and

(iv) at the Meeting of the holders of the Class B Notes held earlier today, those Noteholders which were present or represented at the Meeting held 87.65 per cent. of the Principal Amount Outstanding of the Class B Notes and the Extraordinary Resolution was passed by Noteholders holding 100.00 per cent. of the Principal Amount Outstanding of the Class B Notes represented at that Meeting.

The Issuer will now therefore proceed with the implementation of the Proposals by execution of the Deed of Amendment and Restatement.

For further information:

Further details on the Consent Solicitation and copies of the Solicitation Memorandum can be obtained from:

The Information and Tabulation Agent

D.F. King Ltd.

65 Gresham Street

London EC2V 7NQ

United Kingdom

   Tel:                         +44 (0) 20 7920 9700 
   Email:                    marstons@dfkingltd.com 
   Website:                  https://sites.dfkingltd.com/marstons

Further details relating to the contents of this Announcement can be obtained from:

Marston's Pubs Parent Limited

Marston's House

Brewery Road

Wolverhampton WV1 4JT

United Kingdom

Attention: Rob Leach

DISCLAIMER: This Announcement must be read in conjunction with the Solicitation Memorandum. No offer or invitation to acquire any securities is being made pursuant to this Announcement. The distribution of this Announcement and the Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Announcement and/or the Solicitation Memorandum comes are required by each of the Issuer, the Borrower, the Group, the Information and Tabulation Agent, the Trustee and the Principal Paying Agent to inform themselves about, and to observe, any such restrictions.

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END

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August 17, 2021 05:45 ET (09:45 GMT)

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