TIDM48VL
RNS Number : 9998G
Marston's Issuer PLC
30 November 2020
30 November 2020
NOTICE REGARDING THE NOVATION OF INTEREST RATE SWAPS
(THE "NOTICE")
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE
EXISTING NOTEHOLDERS (AS DEFINED BELOW).
If you are in any doubt as to the action you should take, you
are recommended to seek your own financial advice immediately from
your stockbroker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and
Markets Act 2000 (if you are in the United Kingdom), or from
another appropriately authorised independent financial adviser and
such other professional advice from your own professional advisors
as you deem necessary.
MARSTON'S ISSUER PLC
(THE "ISSUER")
Holders of the
First Issue
GBP214,000,000 Class A2 Secured Fixed/Floating Rate Notes due
2027 (ISIN: XS0226790748)
GBP200,000,000 Class A3 Secured Fixed/Floating Rate Notes due
2032 (ISIN: XS0226792280)
GBP155,000,000 Class B Secured Fixed/Floating Rate Notes due
2035 (ISIN: XS0226897030)
Second Issue
GBP250,000,000 Class A4 Secured Floating Rate Notes due 2031
(ISIN: XS0331071026)
of the Issuer
(the "Existing Notes")
(the "Existing Noteholders")
We refer to the Existing Notes constituted by a note trust deed
dated 9 August 2005 as supplemented and amended and restated from
time to time (the "Note Trust Deed") between, among others, the
Issuer and HSBC Trustee (C.I.) Limited as Note Trustee. Unless
otherwise defined, capitalised words used in this notice have the
meanings given to them in the Master Definitions and Construction
Schedule dated 9 August 2005 as amended and restated from time to
time (the "Master Definitions and Construction Schedule").
We hereby give notice in accordance with Condition 17 of the
Notes that the swap transaction in respect of the Class A2, Class
A3 and Class A4 Notes under the Interest Rate Swap Agreement
between the Issuer and HSBC Bank plc ("HSBC") as Swap Counterparty
dated as of 9 August 2005 (as amended and restated on or about 27
March 2019, the "HSBC Swap Agreement") has been transferred from
HSBC to BNP Paribas (as the new Swap Counterparty) by way of a swap
novation.
The post-novation ISDA Schedule between the Issuer and BNP
Paribas contains the following provisions (which were not in HSBC
Swap Agreement):
(i) provisions relating to EMIR, French resolution stay aspects,
bail-in and benchmarks, reflecting regulatory and administrative
requirements;
(ii) "The Issuer may not agree to or make any modification,
consent or waiver to, or in respect of, any Transaction Document
which might reasonably be expected to adversely affect the amount,
timing or priority of any payment due to the Swap Counterparty
under this Agreement;
(iii) The Issuer shall notify the Swap Counterparty of any
proposed modification, consent or waiver to, or in respect of, any
Transaction Document, such notification to be made (i) where the
Issuer intends to make such proposal, at least 5 Local Business
Days before making any such proposal or (ii) where another person
makes such proposal, promptly after the Issuer becomes aware of
such proposal; and
(iv) The Issuer shall notify the Swap Counterparty of any
proposed redemption or repayment of the Notes promptly after the
Issuer becomes aware of such proposal and, in any event, at least
10 Local Business Days before such redemption or repayment."
Marston's Pubs Limited (in its capacity as the "Borrower") has
also entered into a letter agreement with BNP Paribas for the
purpose of the swap novation and agreed to the following (with the
Issuer agreeing to the terms of (iii) below in the post-novation
ISDA Schedule):
(i) "The Borrower undertakes and agrees that it may not agree to
or make any modification, consent or waiver to, or in respect of,
any Transaction Document which might reasonably be expected to
adversely affect the amount, timing or priority of any payment due
to the Swap Counterparty under the Interest Rate Swap Agreement
(including indirectly under the Borrower Priorities of Payments
and/or directly under the Issuer Priorities of Payments); and
(ii) The Borrower undertakes and agrees that it shall notify BNP
Paribas of any proposed modification, consent or waiver to, or in
respect of, any Transaction Document, such notification to made(a)
where the Borrower intends to make such proposal, at least 5
Business Days before making any such proposal or (b) where another
person makes such proposal, promptly after the Borrower becomes
aware of such proposal.
(iii) The Borrower acknowledges and agrees that it will (in
conjunction with Marston's Issuer PLC (the "Issuer")) prepare a
plan and propose amendments, in consultation with the Issuer
Secured Creditors including BNPP and the Borrower Secured
Creditors, to the Interest Rate Swap Agreement, and the Conditions
(among other Transaction Documents) to apply a replacement rate in
place of LIBOR across each relevant Transaction Document (the
"Applicable Replacement Rate") prior to 31 December 2021 (the
"Replacement Rate Deadline"), taking into consideration the
acknowledgement and agreement by the parties to this letter
that:
(a) the amendments required to the Interest Rate Swap Agreement
are agreed with the Note Trustee and the Issuer Security Trustee in
accordance with the Transaction Documents and applied if an Index
Cessation Event occurs with respect to LIBOR;
(b) any LIBOR related amendments applied to the Notes will not
automatically apply to the Interest Rate Swap Agreement, unless
bilaterally negotiated and agreed between BNPP and the Borrower (in
conjunction with the Issuer) in accordance with paragraph (a)
above; and
(c) if:
(i) the parties mentioned above, having used reasonable
endeavours, an Applicable Replacement Rate by 31 December 2021;
and
(ii) a LIBOR Index Cessation Event occurs as of such date or has
occurred prior to such date,
a replacement rate, adjustment or method for calculating any
adjustment that has been formally recognised, recommended,
nominated or designated by the FCA or any other relevant regulator
as appropriate for the GBP swap market will apply thereafter under
the Interest Rate Swap Agreement (the "Fallback").
Without prejudice to the application of any Fallback to the
Interest Rate Swap Agreement pursuant to paragraph (c) above, BNPP
and the Borrower acknowledge and agree to cooperate and negotiate,
acting in good faith and a commercially reasonably manner, to agree
with the Issuer, Issuer Security Trustee and the Note Trustee to
amend the Interest Rate Swap Agreement as required to apply the
Fallback in accordance with the Transaction Documents and the
approach set out in the IBOR Fallbacks Supplement to the 2006 ISDA
Definitions."
GENERAL INFORMATION
The distribution of the Notice may be restricted by law in
certain jurisdictions. Persons into whose possession the Notice
comes are required to inform themselves about, and to observe, any
such restrictions.
CONTACT INFORMATION
Marston's Pubs Limited Rob Leach, Director of Tel: 01902 329539
Group Treasury & Tax Email: Rob.Leach@marstons.co.uk
The address of the Issuer is set out below:
Marston's Issuer PLC as Issuer
c/o Wilmington Trust SP Services
1 King Arms Yard
London EC2R 7AF
United Kingdom
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END
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