TIDM69ZM
RNS Number : 3520D
Intu Debenture PLC
28 June 2021
28 June 2021
Intu Debenture PLC
Annual Accounts Filing Delay and Anticipated Events of
Default
INTU DEBENTURE PLC
LEI: 213800UX3TM5RGB1UF29
INTU DEBENTURE PLC (THE "COMPANY") ANNOUNCES ANNUAL ACCOUNTS
FILING DELAY AND ANTICIPATED EVENTS OF DEFAULT
28 June 2021
Annual Accounts Filing Delay
The Company announces that the annual accounts of the Company
will not be finalized ahead of the 30 June 2021 filing
deadline.
Since the Company's announcement of 24 March 2021, announcing
both the resignation of Deloitte LLP from its role as auditor and
the appointment of BDO LLP as replacement auditor (the "Auditor"),
the Company has, together with its investment manager APAM Limited
("APAM") and property manager MAPP (Property Management) Limited
("MAPP"), worked alongside the Auditor to finalize the annual
accounts for the year ending 31 December 2020 (the "2020 Annual
Accounts"). Despite the best efforts of all parties, the Company
requires further time to prepare and finalize the accounts and more
time is required in order for the Auditor to complete their
procedures with respect thereto.
The appointment of administrators at the level of Intu
Properties plc ("Intu Properties"), the ultimate controlling party
of the Company, and at certain subsidiaries of Intu Properties in
June 2020 has resulted in significant changes being made across the
Intu group to reflect the administration, particularly in terms of
how the wider group is managed and how intragroup services are
provided. These changes have directly impacted the Company and
contributed to the current filing delay.
Deloitte LLP, which served as auditor of Intu Properties,
resigned as auditor of the Company in March 2021 as part of a
broader process of separating the Company from the Intu entities in
administration, including Intu Properties. The Auditor has, since
its appointment, been required to complete extensive procedures to
familiarize itself with the structure of the Company and its
subsidiaries, including all historic reporting and migration over
the past year following the appointment of administrators at
multiple Intu entities. This process, naturally made more
cumbersome by the administration of Intu Properties and related
changes to groupwide management, has in part been further delayed
by the replacement of the former property manager, Intu Retail
Services plc (in administration), and the appointment of APAM and
MAPP, who have themselves been required to complete extensive
diligence and information gathering processes to execute their own
roles and familiarize themselves with the structure of the Company
and its subsidiaries. This has directly resulted in delays to the
provision of key information required by the Auditor.
The Company has maintained active and regular communications
with the Auditor since the time of its appointment and while
significant work remains outstanding from all parties with respect
to the 2020 Annual Accounts, the Company can confirm that the
Auditor has not, as of the date of this announcement, raised any
material issue or concern in regards to these accounts with the
Company.
The Company is working with the Auditor, APAM and MAPP to
finalize the accounts.
Anticipated Events of Default
Failure to file the annual accounts may, with the passage of
time, result in certain Events of Default under the Trust Deed,
including with respect to Clause 16.8, which requires the Company
to duly observe and perform all obligations imposed by law. Failure
to comply with the account filing deadline will, within fourteen
days from receipt of notice in writing from the Trustee, result in
an Event of Default pursuant to paragraph (vii) of Clause 16 of the
Trust Deed.
The Company acknowledges that other Events of Default have
occurred and are continuing under the Trust Deed including, without
limitation, as a result of the Company's failure to make payment of
the Scheduled Interest Amount and the Scheduled Redemption Amount
otherwise due on 30 June 2020 (as deferred to 7 August 2020) and 31
December 2020.
The Company will continue to keep holders of the Stock notified
of any relevant developments in accordance with applicable law and
regulation.
Capitalised terms used in this Notice and not otherwise defined
shall have the meanings given to them in the Supplemental Trust
Deed and the trust deed dated 5 October 2006 (as amended and
supplemented from time to time, the "Trust Deed") constituting the
Stock and made between the Company, the Charging Subsidiaries (as
defined in the Trust Deed), and The Law Debenture Trust Corporation
p.l.c., unless the context otherwise requires.
Stockholders should contact the following for further
information:
Company
Simmons & Simmons LLP
Citypoint
1 Ropemaker Street
London
EC2Y 9SS
United Kingdom
Email: intu@simmons-simmons.com
Attention: Peter Manning and James Taylor
Registrar
Link Group
10(th) Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Telephone: +44 371 664 0300
(Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. Open between 09:00 - 17:30,
Monday to Friday excluding public holidays in England and
Wales)
Email: shareholderenquiries@linkgroup.co.uk
Alvarez & Marsal Europe LLP and Milbank LLP have been
retained as financial and legal advisers to an ad hoc group of
Stockholders. Their contact details are as follows:
ProjectIrisAMTeam@alvarezandmarsal.com and Iris@milbank.com.
This announcement is made by Intu Debenture PLC
Dated: 28 June 2021
This announcement is released by Intu Debenture PLC and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal Act) 2018 ("UK MAR"),
encompassing certain information relating to the valuation of the
Properties described above. For the purposes of UK MAR, this
announcement is made by David Duggins (Director) at Intu Debenture
PLC.
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END
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