TIDM48VL
RNS Number : 0824R
Marston's Issuer PLC
04 March 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. NOTHING
IN THIS ANNOUNCEMENT CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN
OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL
SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
MARSTON'S ISSUER PLC ANNOUNCES COVID-19 CONSENT SOLICITATION
4 March 2021
Overview
Marston's Issuer PLC (the "Issuer") today announces a consent
solicitation (the "Consent Solicitation") in respect of the
GBP214,000,000 Class A2 Secured Fixed/Floating Rate Notes due 2027
(XS0226790748) (the "Class A2 Notes"), the GBP200,000,000 Class A3
Secured Fixed/Floating Rate Notes due 2032 (XS0226792280) (the
"Class A3 Notes") and the GBP250,000,000 Class A4 Secured Floating
Rate Notes due 2031 (XS0331071026) (the "Class A4 Notes", and
together with the Class A2 Notes and the Class A3 Notes, the
"Notes").
The Consent Solicitation is being launched in order to seek the
approval of the holders of the Notes (the "Noteholders") (by way of
Extraordinary Resolution at a single meeting of the Noteholders) to
further waivers and further amendments in respect of certain
provisions in the financing to which the Issuer is a party, as
described further below, and follow on from equivalent waivers and
amendments which were approved by Noteholders in May 2020 and
November 2020 in connection with the first and second "lockdowns"
in England and Wales. The need for these further waivers and
amendments has arisen directly as a result of the third mandatory
closure of pubs, restaurants and other hospitality venues in
England and Wales from 20 December 2020 onwards, with no
pre-specified end date (the "Third Lockdown") by order of the UK
Government and the devolved administration in Wales as a result of
the COVID-19 pandemic.
Capitalised terms used in this announcement (the "Announcement")
and not defined herein shall have the meanings ascribed to them in
the Consent Solicitation Memorandum dated 4 March 2021 (the
"Solicitation Memorandum").
Rationale and Background to the Proposals
As Noteholders are aware, on 29 May 2020 the overwhelming
majority of holders of the Notes approved an Extraordinary
Resolution to implement, among other things, waivers and amendments
to the Debt Service Covenant (and accompanying Loan Events of
Default) in respect of the Financial Quarter Dates falling on 27
June 2020 and 3 October 2020. This was in response to the adverse
impact on the performance of Marston's Pubs Limited (the
"Borrower") and its parent, Marston's Pubs Parent Limited (together
with the Borrower, the "Security Group"), of enforcement measures
taken by the UK Government to shut down completely the operations
of pubs and restaurants across the United Kingdom from 20 March to
4 July 2020 as a result of the COVID-19 pandemic (the "First
Lockdown").
On 3 December 2020, an even greater majority of holders of the
Class A Notes (99.76 per cent. of the Principal Amount Outstanding)
approved an Extraordinary Resolution to implement, among other
things, waivers to the Debt Service Covenant (and accompanying Loan
Events of Default) in respect of the Financial Quarter Dates
falling on 2 January 2021 and 3 April 2021. This was in response to
a second set of strict "lockdowns" and enforced closures of
non-essential retail and hospitality businesses (including the pubs
in the Secured Estate) imposed by the UK Government and devolved
administrations, which lasted for a two week period in Wales prior
to 9 November 2020 and for the period from 5 November 2020 until 2
December 2020 in England (together, the "Second Lockdown").
At that time, the Security Group considered it prudent to
request waivers for a further six-month period to support the
Transaction as a result of the impact of the Second Lockdown. It
had been assumed, however, that the UK government and devolved
administrations would allow pubs and other hospitality venues to
open from 2 December 2020 through to the spring of 2021, albeit
subject to continued tiered and other restrictions across the
United Kingdom and possible further short "lockdowns".
Noteholders will now be aware that the UK Government and
devolved administrations took action to impose a third set of
strict "lockdowns", forcing the closure of all of the pubs in the
Secured Estate across England and Wales from 20 December 2020
onwards, with no pre-specified end date (the "Third Lockdown").
Following the UK Government's announcement on 22 February 2021 of
its plans to ease England out of the Third Lockdown in stages, it
is likely that most of the pubs in the Secured Estate in England
will only be able to reopen for outdoor trading from 12 April 2021
at the earliest, and thereafter, the pubs in the Secured Estate in
England will only be able to reopen for restricted indoor trading
(being table service only with groups limited to six people or two
households) from 17 May 2021 at the earliest. As at the date of
this Solicitation Memorandum, the Group is still awaiting
clarification of the extent to which pubs will reopen in Wales.
Against this backdrop, the Security Group considers it prudent
at this time to request (a) further waivers of the Debt Service
Covenant (and related Loan Events of Default) in respect of the
Relevant Period and Relevant Year ending on 3 July 2021 and 2
October 2021 and the Relevant Year ending on 1 January 2022, and
(b) extensions of certain connected amendments and waivers under
the Issuer/Borrower Facility Agreement, which were approved by
Noteholders in May 2020 but which now need to be extended in light
of the length and impact of the Third Lockdown (together, the
"Proposals").
The Proposals are considered by the Security Group to be the
minimum amendments and waivers required to support the Transaction
as a result of the impact of the Third Lockdown, based on a number
of assumptions including that: (a) all of the pubs in the Secured
Estate in England will be able to reopen and trade indoors from 17
May 2021 (albeit subject to continued operational restrictions and
social distancing measures, including table service only with
groups limited to six people or two households) and most of them
will be able to reopen for outdoor trading only from 12 April 2021;
(b) all of the pubs in the Secured Estate in England will be open
for indoor and outdoor trading with limited or no operating
restrictions in place from 3 July 2021, being the start of the
financial quarter ending on 2 October 2021; and (c) the performance
of the pubs will remain robust (when permitted to be open) in spite
of the UK Government's and devolved administrations' restrictions
(together, the "Key Assumptions"). Based on these Key Assumptions,
the Security Group does not expect that it will need to obtain
further waivers or amendments from the Noteholders at this
time.
In summary, the amendments and waivers will support the
Transaction through the impact of the Third Lockdown and the
expected continuation of significant operating and regulatory
restrictions and/or social distancing measures across the United
Kingdom thereafter that will continue to affect trading (with
possible further short "lockdowns" or guidelines imposed regionally
or even nationally which give pubs no choice legally or
economically but to shut). The Issuer and the Borrower consider the
proposed waivers and amendments to be prudent to avoid any
potential default, to preserve the value of the Security Group, and
to allow the Security Group the flexibility it requires over the
coming months in the face of the continued uncertain approaches of
the UK Government and devolved administrations to pub closures and
operating restrictions.
The Issuer draws Noteholders' attention to the following key
points (each of which is described in further detail in
Solicitation Memorandum):
(i) Security Group's strong performance in the face of COVID-19:
As previously disclosed to Noteholders, the Group was able to
reopen its pubs (including the pubs in the Secured Estate)
successfully and generate strong levels of cash and profit after
the First Lockdown in spite of continued restrictions imposed on
the hospitality sector by the UK Government and devolved
administrations. During the 13-week period ending on 3 October
2020, like-for-like sales at the Group's managed and franchised
pubs reached an average of 90 per cent. of the previous financial
year, and during August 2020, like-for-like sales increased by 6
per cent. in comparison to August 2019. The Group's pubs also saw
an outperformance relative to the UK pub sector of approximately 7
per cent. (according to the CGA Peach Tracker).
Further, despite its pubs in England being open for less than
three weeks from 2 to 20 December 2020, the Security Group still
had sufficient cash reserves to meet its quarterly debt service
payment obligations under the Notes in full on 15 January 2021
without increasing its borrowings under the Liquidity Facility.
Based on the unaudited management accounts for the Financial
Quarter ending on 2 January 2021, the waivers approved in December
2020 were in fact necessary for that Financial Quarter, as the Debt
Service Covenant ratios were 0.78:1 and 0.70:1 respectively for the
most recent Relevant Period and Relevant Year. However, notably for
the Security Group, the Debt Service Covenant ratios were 1.01:1
and 1.09:1 respectively for the most recent Relevant Period and
Relevant Year ending on 3 October 2020 (based on the audited
financial statements for the year ending 3 October 2020). These
measurements and the results outlined above underline the Group's
ability to manage and reopen its pubs (including the pubs in the
Secured Estate) successfully in spite of the continued restrictions
imposed on the hospitality sector by the UK Government and devolved
administrations; they also illustrate the
resilience of the Group's pubs and its business model more
broadly when pubs and restaurants are allowed to open and
trade.
Other than the Proposals, the Security Group can confirm that
the other amendments and waivers approved by Noteholders in May
2020 and November 2020 continue to support the Transaction
effectively and, based on the Key Assumptions, it does not
anticipate requiring changes at this time.
(ii) Sufficient liquidity ensures no loss to Noteholders: As
Noteholders are aware, the Security Group utilised part of its
Liquidity Facility as a direct result of the First Lockdown. At the
time of the Noteholder meeting in May 2020, it had expected to
borrow in the region of GBP18 million on 15 July 2020 to meet its
quarterly debt service payment obligations on that date in full.
However, cash generation was stronger than anticipated after the
pubs in the Secured Estate were allowed to reopen in early July
2020, with the result that the Security Group only drew down GBP15
million under the Liquidity Facility. GBP5 million of this was
repaid ahead of expectations on 15 October 2020 and no further
drawings were made under the Liquidity Facility to meet the
Issuer's quarterly debt service payment obligations on 15 January
2021, illustrating the Security Group's ability to generate strong
cash flows even with restricted opening and suppressed trading
conditions.
However, the closure of the entire Secured Estate throughout the
current financial quarter means that there will be no significant
revenue streams throughout this period. The mitigating actions
described below will ensure that costs continue to be kept to a
minimum, but as a direct result of the Third Lockdown, the Security
Group expects to utilise part of its Liquidity Facility to borrow
in the region of GBP18 million on 15 April 2021, to enable the
Issuer to meet its quarterly debt service payment obligations under
the Notes in full on that date. This is expected to increase the
overall borrowings of the Security Group under the Liquidity
Facility to circa. GBP28 million, since any revenue earned from
pubs in the Secured Estate reopening for outdoor trading only
before 15 April 2021 will be minimal.
Despite the Third Lockdown, the Security Group currently expects
cash generation to be at a level which will allow it to limit the
amount drawn under its Liquidity Facility to around GBP30 million
in total, with additional drawdowns made only on the Interest
Payment Dates falling on 15 April 2021 and 15 July 2021.
Furthermore, it is the Security Group's expectation that it will be
able to start to repay its borrowings under the Liquidity Facility
from the Interest Payment Date falling on 15 October 2021, with
repayments gradually increasing on subsequent Interest Payment
Dates until repayment is made in full on or before the Interest
Payment Date falling on 15 October 2022. Although these
expectations are supported by the strong financial performance of
the Group during summer 2020, they are also based on the Key
Assumptions, which themselves depend on the course of the COVID-19
pandemic and the UK Government's and devolved administrations'
response to it over time. Nonetheless, even if the Security Group
draws down around GBP30 million under the Liquidity Facility as
mentioned above, there would still remain around GBP90 million of
headroom under the Liquidity Facility should further drawings be
necessary, and the Security Group will extend its undertakings to
not make certain Restricted Payments or Permitted Acquisitions
until the later of (i) the date on which all amounts drawn under
the Liquidity Facility are repaid in full and not redrawn and (ii)
2 October 2022, being the first date of the financial year ending
on 30 September 2023.
Furthermore, as a result of the Third Lockdown, the Security
Group anticipates that the Debt Service Covenant could be breached
on the forthcoming Financial Quarter Dates falling on 3 July 2021,
2 October 2021 and 1 January 2022. Based on the Key Assumptions,
the Security Group anticipates that:
(a) its two Financial Quarter Debt Service covenant for the
Relevant Periods ending on 3 July 2021 and 2 October 2021 will drop
to around 0.14:1.00 and 0.85:1.00 respectively, and then return to
above the required covenant level of 1.10:1.00 for the Relevant
Period ending on 1 January 2022 and thereafter; and
(b) its four Financial Quarter Debt Service covenant for the
Relevant Years ending on 3 July 2021, 2 October 2021 and 1 January
2022 will drop to around 0.46:1.00, 0.40:1.00 and 0.81:1.00
respectively, and then return to above the required covenant level
of 1.10:1.00 for the Relevant Year ending on 2 April 2022 and
thereafter.
However, it is impossible to predict the impact of any further
"lockdown" measures that might be imposed by the UK Government and
devolved administrations throughout 2021. There is no certainty as
to whether the plan to come out of the Third Lockdown issued by the
UK Government on 22 February 2021 will be able to be adhered to and
whether or what measures may be imposed after restrictions
affecting hospitality are lifted as anticipated in June 2021, and
which may continue to materially impact the Security Group's
ability to trade. Therefore, the Security Group has no choice but
to request (among other technical waivers and amendments) waivers
of any breaches of the Financial Quarter Debt Service covenant (and
the corresponding Loan Event of Default) arising on the Financial
Quarter Dates falling on 3 July 2021 and 2 October 2021 in respect
of both the most recent Relevant Periods and the most recent
Relevant Years ending on such Financial Quarter Dates, and on the
Financial Quarter Date falling on 1 January 2022 in respect of the
most recent Relevant Year ending on that Financial Quarter
Date.
(iii) Mitigation actions: The Security Group continues to take
steps to mitigate the impact of the restrictions imposed by the UK
Government and devolved administrations and conserve cash actively
within the Security Group, while ensuring the pubs in the Secured
Estate remain in good condition to recommence trading on short
notice.
As Noteholders are aware, the Security Group has taken measures
including furloughing staff, utilising the Job Retention Scheme,
accessing business rates relief and deferring tax payments to HMRC
through the UK Government's business support initiatives, and
minimising underlying operating and capital expenditure and central
costs. It also continues to meet all of its rental obligations owed
to landlords (where applicable) and support its tenants
appropriately, with a view to ensuring that any rent owed by a
tenant can be paid and tenants are in a position to recommence
trading as soon as practicable when permitted to do so. Finally,
the Security Group continues to undertake all essential maintenance
works to ensure the pubs in the Secured Estate remained in good
condition to be able to be reopened successfully as soon as
permitted. Overall, the Security Group believes that it is
continuing to take a very prudent approach in managing the business
during this period of unprecedented uncertainty and is keeping the
situation under continuous review as developments concerning the
Third Lockdown unfold.
If the Proposals are not approved, technical Loan Events of
Default will occur. While the potential implications of a Loan
Event of Default cannot be predicted with certainty, any default is
likely to have a material negative impact for all stakeholders in
the transaction over and above the impact of the Third Lockdown,
given (i) the risk of significant ongoing disruption to the
business of the Security Group, both during the period for which
the Third Lockdown applies and the period after pubs and
restaurants are allowed to reopen for which significant regulatory
and operating restrictions and/or social distancing measures will
continue to apply across the United Kingdom, and the likely
negative impact on the ability of the Security Group to maintain
its value throughout such periods, and (ii) the potential
administrative receivership costs. These factors would also be
expected to have a negative impact on leverage and cash flows
within the Security Group.
Proposals
For the reasons set out above, the Issuer is calling a meeting
of Noteholders in order to seek the consent of Noteholders to
implement the Proposals, the terms of which are set out in the
Solicitation Memorandum. The Proposals require the approval of the
Class A Noteholders and, if the Proposals are approved at the
meeting, such approval will bind all Class A Noteholders and also
the Class B Noteholders. The Proposals will be implemented by entry
into of the Deed of Amendment and Waiver.
Meeting of Noteholders
A single meeting of holders of the Notes to consider, and if
thought fit, pass the Extraordinary Resolution to approve the
Proposals shall take place at 10.00 a.m. (London time) on 26 March
2021 in respect of the Notes. Noteholders are directed to the
Notice of Meeting and the Solicitation Memorandum (information
relating to which has been sent today to all Noteholders via the
Clearing Systems) which contains the full terms of the Proposals
and details of the Meeting.
In light of the ongoing COVID-19 pandemic, it is expected that
it will be impossible or inadvisable to hold a physical Meeting. As
a result, the Issuer and the Note Trustee will prescribe further or
alternative regulations regarding the holding of the Meeting by
audio or video conference call, and those Noteholders who have
indicated that they wish to attend the Meeting will be provided
with further details about attending the audio or video conference
call.
Noteholders who do not wish to attend the Meeting but who wish
to vote must take action on or prior to 10.00 a.m. (London time) on
24 March 2021 (the "Expiration Time"), subject to amendment,
extension or termination by the Issuer and any earlier deadlines
set by any intermediary through which such Noteholders hold their
Notes.
Implementation
The implementation of the Proposals and the Extraordinary
Resolution will be conditional on the passing of the Extraordinary
Resolution and the execution of the Deed of Amendment and Waiver.
The Deed of Amendment and Waiver will take effect from the date
that such Deed of Amendment and Waiver is entered into or, if
later, the date on which it becomes effective in accordance with
its terms, and will (i) document the waivers requested and (ii)
effect the amendments to the Issuer/Borrower Facility Agreement,
which will together reflect the Proposals. Further detail on the
Proposals is set out in the Solicitation Memorandum.
Early Instruction Fee
Subject to the conditions set out in the Solicitation Memorandum
and the approval of the Extraordinary Resolution, the Issuer will
pay or procure to be paid on the Payment Date to each Eligible
Noteholder that has delivered a valid Electronic Voting Instruction
in favour of or against the Extraordinary Resolution which has been
received by the Information and Tabulation Agent at or prior to the
Early Instruction Deadline, which has not been validly withdrawn at
or prior to the Expiration Time and which remains in full force and
effect until the conclusion of the Meeting, the Early Instruction
Fee equal to 0.05 per cent. of the Principal Amount Outstanding of
the Notes that are the subject of the relevant Electronic Voting
Instruction. Any Early Instruction Fee shall be paid on the Payment
Date via the relevant Clearing System for payment to the cash
account of the relevant Direct Participant in such Clearing System
for onward payment to the relevant Beneficial Owner (if
applicable).
Eligible Noteholders will not be eligible to receive the Early
Instruction Fee for Electronic Voting Instructions submitted after
the Early Instruction Deadline or for Electronic Voting
Instructions that do not vote in favour of or against the
Extraordinary Resolution or if they seek to vote in respect of the
Extraordinary Resolution in any other manner, whether or not they
vote in favour of or against the Extraordinary Resolution.
Only Eligible Noteholders may deliver a valid Electronic Voting
Instruction and, therefore, only Eligible Noteholders may receive
the Early Instruction Fee.
Expected Timetable Event Date
Announcement of the Consent Solicitation 4 March 2021
and the Proposals via the RNS. Notice
of Meeting given to Noteholders through
the Clearing Systems.
Solicitation Memorandum and draft of the 4 March 2021
form of the Deed of Amendment and Waiver
to be made available by the Information
and Tabulation Agent (copies of which
are obtainable by Noteholders upon request,
free of charge).
Early Instruction Deadline : Latest time 4.00 p.m. (London
and date for receipt of Electronic Voting time)
Instructions through the Clearing Systems on 19 March 2021
to be received by the Information and
Tabulation Agent for eligibility for payment
of the Early Instruction Fee. Such Electronic
Voting Instructions must be in favour
of or against the Extraordinary Resolution
in order for the relevant Noteholder to
be eligible for the Early Instruction
Fee.
Expiration Time : Latest time and date 10.00 a.m. (London
for (i) receipt by the Information and time)
Tabulation Agent of valid Electronic Voting on 24 March 2021
Instructions through the Clearing Systems
(such Electronic Voting Instructions are
irrevocable from this date) and (ii) obtaining
a voting certificate from the Principal
Paying Agent and for the issuance or withdrawal
of a voting instruction whether given
by way of an Electronic Voting Instruction
or otherwise.
Time and date of the Meeting in respect Commencing at 10.00
of the Notes. a.m. (London time)
on 26 March 2021
as set out in the
Notice of Meeting
Announcement of result of the Meeting As soon as reasonably
via the RNS. Notice of result of the Meeting practicable after
to be given to Noteholders through the the Meeting
Clearing Systems.
If the Extraordinary Resolution is passed As soon as reasonably
at the Meeting, execution of the Deed practicable after
of Amendment and Waiver. the Meeting
If the Consent Conditions are satisfied, Expected to be
payment of any Early Instruction Fee to on or about 6 April
relevant Eligible Noteholders (the "Payment 2021, being the
Date"). date falling 5
Business Days after
the date of the
quorate Meeting
Noteholders or Beneficial Owners are advised to check with the
bank, securities broker, Clearing System or other intermediary
through which they hold their Notes whether such intermediary
applies different deadlines for the receipt of Electronic Voting
Instructions or (in the limited circumstances in which withdrawal
is permitted) to the withdrawal of Electronic Voting Instructions
to vote in respect of the Proposals, and then to adhere to such
deadlines if such deadlines are prior to the deadlines set out
above.
All of the above deadlines for the submission and (where
permitted) revocation of Electronic Voting Instructions are subject
to earlier deadlines that may be set by the Clearing Systems or any
intermediary.
General
The Issuer may, at its option and in its sole discretion, amend,
terminate or waive any of the terms and conditions relating to the
Consent Solicitation at any time (subject in each case to
applicable law and the Noteholder Meeting Provisions and as
provided in the Solicitation Memorandum, and provided that no
amendment may be made to the Extraordinary Resolution or the
Expiration Time).
In relation to the delivery or withdrawal of Electronic Voting
Instructions, in each case, through the Clearing Systems,
Noteholders holding Notes in Euroclear or Clearstream, Luxembourg
should note the particular practice of the relevant Clearing
System, including any earlier deadlines set by such Clearing System
or any intermediary.
Only Noteholders who are shown on the records of a Clearing
System as a holder of the Notes (each a "Direct Participant") may
deliver Electronic Voting Instructions. Noteholders who are not
Direct Participants in Euroclear or Clearstream, Luxembourg should
arrange for the Direct Participants through whom they hold their
Notes to deliver an Electronic Voting Instruction on their behalf
to the relevant Clearing System as more particularly described
under "Procedures in connection with the Consent Solicitation -
Procedure for Delivering Electronic Voting Instructions" in the
Solicitation Memorandum.
Noteholders are advised to read carefully the Solicitation
Memorandum for full details of and information on the procedures
for participating in the Consent Solicitation.
A complete description of the terms and conditions of the
Consent Solicitation is set out in the Solicitation Memorandum.
For Further Information:
Further details on the Consent Solicitation and copies of the
Solicitation Memorandum can be obtained from:
The Information and Tabulation Agent
D.F. King Ltd.
65 Gresham Street
London EC2V 7NQ
United Kingdom
Tel: +44 (0) 20 7920 9700
Email: marstons@dfkingltd.com
Website: https://sites.dfkingltd.com/marstons
Further details relating to the contents of this Announcement
can be obtained from:
Marston's Pubs Parent Limited
Marston's House
Brewery Road
Wolverhampton WV1 4JT
United Kingdom
Attention: Rob Leach
Solicitation Restrictions
This Announcement does not constitute an invitation to
participate in the Consent Solicitation in any jurisdiction in
which, or to any person to whom, it is unlawful to make such
invitation or for there to be such participation under applicable
securities laws. The distribution of this Announcement in certain
jurisdictions may be restricted by law.
Persons into whose possession this Announcement comes are
required by each of the Issuer, the Borrower, the Group, the
Information and Tabulation Agent, the Trustee and the Principal
Paying Agent to inform themselves about, and to observe, any such
restrictions.
United States
This Announcement is not an offer of securities for sale in the
United States or to, or for the account or benefit of, any U.S.
person. Securities may not be offered or sold in the United States
absent registration or an exemption from registration. The Notes
have not been and will not be registered under the Securities Act,
or the laws of any state or other jurisdiction of the United
States, and may not be offered or sold in the United States or to,
or for the account or benefit of, U.S. persons, unless an exemption
from the registration requirements of the Securities Act is
available.
General
Nothing in this Announcement constitutes or contemplates an
offer of, an offer to purchase or the solicitation of an offer to
sell any security in any jurisdiction and participation in the
Consent Solicitation by a Noteholder in any circumstances in which
such participation is unlawful will not be accepted.
Each Noteholder participating in the Consent Solicitation will
be required to represent that it is an Eligible Noteholder as set
out in "Procedures in connection with the Consent Solicitation" in
the Solicitation Memorandum. Each of the Issuer and the Information
and Tabulation Agent reserves the right, in its absolute
discretion, to investigate, in relation to any submission of
Electronic Voting Instructions, whether any such representation
given by a Noteholder is correct and, if such investigation is
undertaken and as a result the Issuer determines (for any reason)
that such representation is not correct, such Electronic Voting
Instruction may be rejected.
Disclaimer
This Announcement must be read in conjunction with the
Solicitation Memorandum. The Solicitation Memorandum contains
important information which should be read carefully before any
decision is made with respect to the Consent Solicitation and the
Proposals. If any Noteholder is in any doubt as to the action it
should take, it is recommended to seek its own financial, legal and
investment advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant, independent
financial adviser authorised under the Financial Services and
Markets Act 2000 (the "FSMA") (if in the United Kingdom) or other
appropriately authorised independent professional adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to participate in the Consent
Solicitation or otherwise vote in respect of the Proposals. None of
the Issuer, the Borrower, the Information and Tabulation Agent, the
Principal Paying Agent and the Trustee or any of their respective
affiliates, directors, employees, officers, agents, consultants or
representatives makes any representation or recommendation as to
whether or not or how Noteholders should participate in the Consent
Solicitation or vote in respect of the Proposals.
None of the the Information and Tabulation Agent, the Principal
Paying Agent or the Trustee accepts any responsibility for the
contents of this Announcement. For the purposes of the Market Abuse
Regulation (EU) 596/2014 and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Announcement is made by Daniel
Wynne, Director of Marston's Issuer PLC.
This information is provided by RNS, the news service of the
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END
IODEAKDDEADFEFA
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