TIDM37QC
RNS Number : 2764Q
Meadowhall Finance PLC
17 June 2020
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014.
Nothing in this ANNOUNCEMENT constitutes an offer to buy or the
solicitation of an offer to sell securities in any
jurisdiction.
Consent Solicitation by Meadowhall Finance PLC in respect of
certain securitisation bonds
17 June 2020
Meadowhall Finance PLC (the "Issuer") has today extended
invitations (the "Consent Solicitation") to the holders of the
Relevant Bonds referred to in the table below (the "Relevant
Bondholders") to consider and, if thought fit, vote in separate
meetings in respect of certain waivers of and amendments to (the
"Proposed Waivers and Amendments") the terms of the Issuer/Borrower
Loan Agreement and the Cash Management Agreement to which the
Issuer is a party (each as defined in the Consent Solicitation
Document prepared by the Issuer dated 17 June 2020 (the "Consent
Solicitation Document")). The need for these waivers and amendments
has arisen directly due to the COVID-19 pandemic, as further
described in the Consent Solicitation Document.
This announcement does not contain the full terms and conditions
of the Consent Solicitation, which are contained in the Consent
Solicitation Document. Relevant Bondholders may obtain a copy of
the Consent Solicitation Document from the Tabulation Agent, the
contact details for which are set out below. In order to receive a
copy of the Consent Solicitation Document, a Relevant Bondholder
will be required to provide certain confirmations as to his or her
status as a Relevant Bondholder. Relevant Bondholders are advised
to read carefully the Consent Solicitation Document.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Document.
Description of the Relevant Bonds
Description of the Relevant ISIN Early Instruction
Bonds Fee*
--------------------------------- -------------- ------------------
GBP605,000,000 Class A1 4.986
per cent. Bonds due 2037
(the "Class A1 Bonds") XS0278325476 0.05
--------------------------------- -------------- ------------------
GBP60,000,000 Class A2 Floating
Rate Bonds due 2037
(the "Class A2 Bonds") XS0278327415 0.05
--------------------------------- -------------- ------------------
GBP175,000,000 Class B 4.988
per cent. Bonds due 2037
(the "Class B Bonds" and,
together with the Class A1
Bonds and the Class A2 Bonds,
the "Relevant Bonds")) XS0278326441 0.05
* Expressed as a percentage of the (amortised) principal amount
of the Relevant Bonds and payable to Relevant Bondholders who
submit a valid Voting Instruction (whether in favour of or against
the relevant Extraordinary Resolution) at or prior to 5.00 p.m.
(London time) on 1 July 2020, subject to all Extraordinary
Resolutions being passed and the satisfaction of the other
Solicitation Condition.
Background to the Consent Solicitation
In response to the COVID-19 outbreak, the UK Government
introduced certain measures which were designed to combat the
spread of the coronavirus including restrictions on the ability of
individuals to leave their homes for non-essential purposes and the
ability of non-essential retail stores to remain open for business.
The COVID-19 outbreak has materially affected many sectors and
industries including the UK retail industry and the restrictions
have severely limited the ability of many UK retailers to operate
their physical outlets including those located in the Meadowhall
Shopping Centre ("Meadowhall"). Whilst there are tentative steps to
ease the restrictions on individuals and to facilitate the opening
of non-essential retail stores, and 131 stores at Meadowhall were
open on 15 June 2020, there remains a high level of uncertainty as
to the near term impact on UK retailers and on footfall, and this
in turn will continue to impact the operations of tenants at
Meadowhall.
When the securitisation financing was put in place, the onset of
COVID-19 and its impact could not have been anticipated. The
reduction in rental income resulting from the arrangements with
tenants referred to in the Consent Solicitation Document has arisen
as a result of the consequences of the UK Government restrictions
imposed in response to COVID-19 and the need for the Borrower and
the Property Manager to act as a responsible landlord in accordance
with UK Government expectations and guidance as well as in
accordance with the principles of good estate management and the
requirements of the Issuer/Borrower Loan Agreement.
In the absence of the Proposed Waivers and Amendments, and with
the expectation of lower rental income over the coming quarters due
to the ongoing impact of COVID-19 restrictions, the Borrower may
not be able to meet the Gross Coverage Ratio and the Net Coverage
Ratio requirements in the Issuer/Borrower Loan Agreement in the
short term and may not be able to meet certain payments which will
fall due and payable under the Issuer/Borrower Loan Agreement.
This may give rise to a payment default under the
Issuer/Borrower Loan Agreement and a breach of the Gross Coverage
Ratio requirement and therefore give rise to Loan Events of Default
and/or potentially trigger an obligation to appoint a Property
Adviser under the Issuer/Borrower Loan Agreement. Such events will
not in and of themselves trigger an Event of Default in relation
to, or a right to accelerate, the Relevant Bonds but they could
result in the Issuer having to make drawings under the Liquidity
Facility until the rent payments have stabilised in order to meet
payments which will fall due and payable in respect of the Relevant
Bonds (to the extent that such payments can be funded through
Liquidity Facility drawings). The amount of drawings under the
Liquidity Facility will be dependent on the amount of rent
received.
In the light of the above and the near term uncertainty which
COVID-19 and its continuing fallout brings, the Borrower is
requesting the Issuer to agree to the Proposed Waivers and
Amendments described in the Consent Solicitation Document and the
Issuer is requesting the Relevant Bondholders to approve the
Proposed Waivers and Amendments, to approve the giving of consent
to the Proposed Waivers and Amendments by the Issuer and to
authorise the Bond Trustee, the Borrower Security Trustee and the
Issuer Security Trustee to concur in doing so and, if necessary, to
authorise them to give any necessary waivers in respect of any
rights which may have arisen by the time the Meetings are held.
This will effectively allow the Borrower a 12 month period (up
to the Interest Payment Date falling in April 2021) while
Meadowhall reopens following the lifting of the COVID-19
restrictions and trading and rent payments stabilise, and a further
12 month period thereafter (up to the Interest Payment Date falling
in April 2022) to repay overdue amounts.
The Proposed Waiver and Amendments
Details of the Proposed Waivers and Amendments are set out in
the section of the Consent Solicitation Document entitled "The
Proposal". It is proposed that if all Extraordinary Resolutions are
passed and the other Solicitation Condition is satisfied, then the
amendments will take effect from (and including) the Calculation
Date which falls in July 2020 and that this will be the case even
if one or more of the Extraordinary Resolutions are passed after
that date.
Fee for Relevant Bondholders who vote before the Early
Instruction Deadline
If all Extraordinary Resolutions are passed then Relevant
Bondholders who have delivered a valid Voting Instruction at or
prior to the Early Instruction Deadline will be entitled to receive
a fee of 0.05 per cent. of the (amortised) principal amount
outstanding of the Relevant Bonds in respect of which such valid
Voting Instruction has been so delivered.
No Early Instruction Fee will be payable to any Relevant
Bondholder unless all Extraordinary Resolutions are passed and the
other Solicitation Condition is satisfied.
This announcement does not contain the full terms and conditions
of the Consent Solicitation, which are contained in the Consent
Solicitation Document. Relevant Bondholders are advised to read
carefully the Consent Solicitation Document.
Indicative timetable
The following indicative timetable sets out expected dates and
times of the key events in relation to the Consent Solicitation.
The timetable below assumes that each of the Meetings is quorate.
Relevant Bondholders should note that this timetable is subject to
the right of the Issuer (where applicable) to extend, waive any
condition of, amend and/or terminate the Consent Solicitation
(other than the terms of any Extraordinary Resolution) as described
in the Consent Solicitation Document and, accordingly, the actual
timetable may differ significantly from the expected timetable set
out below.
Date and time Event
---------------------------------- ---------------------------------------
17 June 2020 Commencement of the Consent
Solicitation
5.00 p.m. (London Time) on Early Instruction Deadline
1 July 2020
5.00 p.m. (London Time) on Deadline to deliver Voting
6 July 2020 Instructions to Tabulation
Agent
10.00 a.m. (London Time) on Meeting in respect of the
9 July 2020 Class A1 Bonds
10.30 a.m. (London Time) on Meeting in respect of the
9 July 2020 Class A2 Bonds
11.00 a.m. (London time) on Meeting in respect of the
9 July 2020 Class B Bonds
As soon as reasonably practicable Announcement of results of
after conclusion of all Meetings Meetings.
on 9 July 2020 If all Extraordinary Resolutions
are passed and the other Solicitation
Condition is satisfied, execution
and delivery of the Supplemental
Agreement in order to effect
the Proposed Waivers and Amendments.
13 July 2020 If all Extraordinary Resolutions
are passed and the other Solicitation
Condition is satisfied, payment
of Early Instruction Fee to
eligible Relevant Bondholders.
Relevant Bondholders should take steps to inform themselves of
and to comply with the particular practice and deadlines of the
relevant Clearing System, which will be earlier than the deadlines
set out above. Relevant Bondholders who are not Accountholders
should contact the broker, dealer, commercial bank, custodian,
trust company or other nominee through which they hold their
Relevant Bonds to check when such intermediary would need to
receive instructions from such Relevant Bondholders in order to
submit or revoke Voting Instructions, or to make other arrangements
in respect of the relevant Meeting(s), on or prior to the deadlines
set out above and in the Consent Solicitation Document.
Meetings
The Meetings, at which the Relevant Bondholders of each Class
will separately be invited to consider and, if thought fit, pass
the Extraordinary Resolutions, will be held at the offices of Allen
& Overy LLP at One Bishops Square, London E1 6AD, United
Kingdom on 9 July 2020, at the times specified above. Details of
the quorum and voting majority for each of the Meetings are set out
in the Consent Solicitation Document.
Investor Presentation
Further information in relation to the Consent Solicitation is
contained in the presentation entitled "Meadowhall Finance PLC -
Bondholder Presentation, Impact of Covid-19, June 2020" prepared by
the Issuer (the "Investor Presentation"). The Investor Presentation
is available to Relevant Bondholders at www.lucid-is.com/meadowhall
and is incorporated by reference into, and forms part of, the
Consent Solicitation Document.
Announcements
Questions and requests for assistance in connection with the
Consent Solicitation may be directed to the Solicitation Agent.
SOLICITATION AGENT
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Attention: Liability Management
Tel: +44 (0) 20 7678 5282
Email: liabilitymanagement@natwestmarkets.com
Questions and requests for assistance in connection with
the delivery of Voting Instructions or other voting arrangements
may be directed to the Tabulation Agent.
TABULATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Attention: David Shilson
Tel: +44 (0) 20 7704 0880
Email: meadowhall@lucid-is.com
Website: www.lucid-is.com/meadowhall
DISCLAIMER
Relevant Bondholders must read this announcement in conjunction
with the Consent Solicitation Document. The Consent Solicitation
Document contains important information which should be read
carefully before any decision is made with respect to the Consent
Solicitation.
Each Relevant Bondholder is solely responsible for making its
own independent appraisal of all matters as such Relevant
Bondholder deems appropriate (including those relating to the
Consent Solicitation and the Extraordinary Resolutions) and each
Relevant Bondholder must make its own decision whether to
participate in the Consent Solicitation.
Bondholders should consult their own tax, accounting, financial
and legal advisers regarding the suitability to themselves of the
tax or accounting consequences of the Relevant Bondholders
participating in the Consent Solicitation and regarding the impact
on Bondholders of the implementation of the Extraordinary
Resolutions.
None of the Issuer, the Solicitation Agent, the Tabulation
Agent, the Bond Trustee, the Issuer Security Trustee, the Borrower
Security Trustee, the Principal Paying Agent or any director,
officer, employee, agent, representative or affiliate of any such
person is acting for any Bondholder, or will be responsible to any
Bondholder for providing any protections which would be afforded to
its clients, and none of the Issuer, the Solicitation Agent, the
Tabulation Agent, the Bond Trustee, the Issuer Security Trustee,
the Borrower Security Trustee, the Principal Paying Agent, or any
director, officer, employee, agent, representative or affiliate of
any such person will be responsible to any Bondholders for
providing advice in relation to the Consent Solicitation, the
Proposed Waivers and Amendments or the Extraordinary Resolutions or
makes any recommendation as to whether or not or how Relevant
Bondholders should vote in respect of the relevant Extraordinary
Resolution(s).
Any materials relating to the Consent Solicitation do not
constitute, and may not be used in connection with, any form of
offer or solicitation in any place where such offers or
solicitations are not permitted by law. If a jurisdiction requires
that the Consent Solicitation be made by a licensed broker or
dealer and the Solicitation Agent or any of its affiliates is such
a licensed broker or dealer in that jurisdiction, the Consent
Solicitation shall be deemed to be made by the Solicitation Agent
or such affiliate(s), as the case may be, on behalf of the Issuer
in such jurisdiction where it is so licensed and the Consent
Solicitation is not being made in any such jurisdiction where the
Solicitation Agent or any of its affiliates is not so licensed.
The distribution of the Consent Solicitation Document in certain
jurisdictions may be restricted by law, and persons into whose
possession the Consent Solicitation Document comes are requested to
inform themselves about, and to observe, any such restrictions.
This announcement is released by Meadowhall Finance PLC and
contains information that qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
(MAR), encompassing information relating to the Consent
Solicitation and the Proposed Waivers and Amendments described
above. For the purposes of MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055, this announcement is made
by Victoria Cooper, on behalf of the Company Secretary of the
Issuer.
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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June 17, 2020 09:42 ET (13:42 GMT)
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