Ei Group plc Launch of Consent Solicitation (4583R)
June 14 2018 - 10:09AM
UK Regulatory
TIDMEIG
RNS Number : 4583R
Ei Group plc
14 June 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Ei Group plc
(incorporated with limited liability in England and Wales)
refers to invitations by The Unique Pub Finance Company PLC (the
"Issuer") to any and all holders (the "Noteholders") of the
outstanding:
GBP435,000,000 6.542 per cent. Class A3 Asset Backed Notes due
2021 (the "Class A3 Notes"); and
GBP535,000,000 5.659 per cent. Class A4 Asset Backed Notes due
2027 (the "Class A4 Notes" and together with the Class A3 Notes,
the "Notes"),
in each case, issued by the Issuer
14 June 2018. Ei Group plc (the "Company") refers to invitations
by the Issuer to Noteholders to consent to certain amendments to
documentation of the securitisation transaction involving the Notes
as proposed by the Issuer (the "Proposal") for approval by an
extraordinary resolution (an "Extraordinary Resolution") at a
meeting of the Noteholders as further described in the Consent
Solicitation Memorandum of the Issuer dated 14 June 2018 (the
"Consent Solicitation Memorandum") (the "Consent
Solicitation").
Proposal
The Company today announces that the Issuer, the Company's
asset-backed securitisation vehicle, has issued a Proposal to the
Noteholders to support the delivery of the Company's operational
strategy.
The Proposal is designed to allow the assets held within the
Unique group to be better aligned with the Company's strategy of
maximising the value of its asset base, while simultaneously
facilitating the continued deleveraging of the group. By having
greater flexibility to dispose of non-tied pubs, Unique Pub
Properties Limited can proactively manage its portfolio and deliver
the group's strategy, as well as monetise the value of pubs which
do not form a long-term part of the group's tied estate. The
disposal proceeds of this monetisation will be shared with
Noteholders via prepayment of the Notes (i) at make-whole price,
and (ii) in class order, thus accelerating deleveraging within the
structure and minimising Noteholder exposure to non-tied pubs.
The Consent Solicitation and Proposal have been considered by a
special committee (the "Special Committee") of the Investment
Association at the request of the Issuer. The members of the
Special Committee, who hold in aggregate approximately 38 per cent.
in Principal Amount Outstanding of the Notes have examined the
Proposal. They have informed the Issuer that they find the Proposal
acceptable and that, subject to client and other approvals, they
intend to vote in favour of the Extraordinary Resolution in respect
of their holdings of Notes. The Special Committee has also reviewed
drafts of the Consent Solicitation Memorandum and the related Deed
of Amendment.
Further details of the Consent Solicitation
The Consent Solicitation and the Proposal is being made on the
terms and subject to the conditions contained in the Consent
Solicitation Memorandum. This announcement should be read in
conjunction with the Consent Solicitation Memorandum. Capitalised
terms used but not otherwise defined in this announcement have the
meanings given in the Consent Solicitation Memorandum.
In accordance with the Conditions of, and the Trust Deed
constituting, the Notes, the Extraordinary Resolution will, if
passed, be binding on the holders of the Issuer's GBP 225,000,000
7.395 per cent. Class M Asset Backed Notes due 2024 and its GBP
190,000,000 6.464 per cent. Class N Asset Backed Notes due 2032 and
it is not necessary for such holders to consent to the Proposal for
them to take effect.
Subject to the terms of the Consent Solicitation, the relevant
Noteholders voting in respect of the amendments to the Unique
financing terms by 4:00 p.m. (London time) on 25 June 2018 will
receive a fee of 0.375 per cent. of the amortised principal amount
outstanding of the Class A3 and Class A4 notes irrespective of
whether they vote in favour or against such amendments.
The voting deadline falls on 4:00 p.m. (London time) on 3 July
2018.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No.596/2014. By the publication of
this announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain. The
person responsible for arranging for the release of this
announcement on behalf of the Company is Loretta Togher (Legal
Counsel & Company Secretary).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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