TIDM69ZM
RNS Number : 9863G
Intu Debenture PLC
29 July 2021
Intu Debenture PLC
Exchange of Contract and Related Default
INTU DEBENTURE PLC
LEI: 213800UX3TM5RGB1UF29
GBP354,876,000 5.562 per cent. First Mortgage Debenture Stock
2027 (the "Debenture Stock")
INTU DEBENTURE PLC (THE "COMPANY") ANNOUNCES EXCHANGE OF
CONTRACT FOR SALE OF ASSETS AND RELATED DEFAULT
29 July 2021
Exchange of Contract for Sale of Assets
The Company announces the exchange of a sale contract for the
disposal of all assets of Intu Bridlesmith Gate Limited (the "IBG
Assets"). The exchange of contract took place on 29 July 2021 (the
"Sale Contract") and the prospective third party purchaser has
agreed to purchase the IBG Assets for a final price of GBP2,106,000
on arms' length terms.
Completion of the sale is subject to the satisfaction of certain
conditions precedent by the Company, including obtaining all
necessary consents as required under the Trust Deed (as defined
below) for the proposed disposal of the IBG Assets and the related
release of existing security over these assets. Completion is
expected to take place on or before 7 October 2021, subject to any
extensions mutually agreed between the Company and the prospective
third party purchaser.
The sale of the IBG Assets is consistent with the Company's
Business Plan and the proposed amendment and restructuring
transaction, in each case as detailed in the related presentation
and the debt and equity term sheets annexed to the Company's
Stockholder Update of 22 January 2021 (the "Stockholder Update"),
where it was noted that the Company intended to dispose of the IBG
Assets as soon as possible in 2021 in order to support liquidity
for the Company and its related group of companies. It was further
noted at that time that any future increase in the value of the IBG
Assets without material investment was unlikely and as such a sale
of the IBG Assets to enhance liquidity and to prevent future costly
capital expenditure on the IBG Assets was a priority for the
Company.
Further to the Business Plan Update Report 2021, published on
the Company's website on 26 July 2021, the sale of the IBG Assets
was expected to be completed in Q3 2021 for an expected cash amount
lower than that ultimately provided for in the Sale Contract. A
competitive marketing and sale process for the IBG Assets,
commenced in the period following the Stockholder Update, was
conducted through Fisher Hargreaves Proctor Ltd. and resulted in
multiple bids. This ultimately contributed to a higher sale price
than was anticipated in the Business Plan Update Report 2021. The
sale of the IBG Assets was approved by APAM Limited, as investment
manager of the Company.
Consistent with the agreed terms of the restructuring
transaction as set out in the Stockholder Update, it is proposed
that proceeds received from the sale of the IBG Assets will be
released to rent accounts for liquidity and may be retained by the
Company or a member of its group and applied as if such proceeds
were rental income.
Event of Default
The Company acknowledges that execution of the Sale Contract is
in breach of Clause 7.2 of the security agreement between, amongst
others, the Company, certain of its subsidiaries party thereto and
The Law Debenture Trust Corporation P.L.C. (the "Trustee"), dated
30 July 2020 (the "Security Agreement"), which prohibits the
Company from agreeing to enter into a single transaction or series
of transactions to sell of any security assets, which are charged
under the Security Agreement. The Company confirms that the IBG
Assets are charged under the Security Agreement.
Pursuant to Clause 17.1.7 of the Trust Deed, failure by the
Company to comply with the observance of any covenant in a Finance
Document, including the Security Agreement, will result in an Event
of Default within fourteen days from the receipt of a notice in
writing from the Trustee, which requires the Company to so
comply.
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), 31
December 2020 and 30 June 2021.
The Company will continue to keep Stockholders notified of any
relevant developments in accordance with applicable law and
regulation, including as regards all consents required from the
Stockholders in connection with disposal of the IBG Assets pursuant
to the terms of the Trust Deed.
Capitalised terms used in this Notice and not otherwise defined
shall have the meanings given to them in the Supplemental Trust
Deed dated 30 July 2020 and the trust deed dated 5 October 2006 (as
amended and supplemented from time to time and together with the
Supplemental Trust Deed, the "Trust Deed") constituting the Stock
and made between the Company, the Charging Subsidiaries (as defined
in the Trust Deed), and the Trustee unless the context otherwise
requires.
Please note that the Trustee has not been involved in the
process associated with the Sale Contract and does not express any
view or opinion on the Sale Contract or this announcement.
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
10th 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: 29 July 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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