TIDM48VL
RNS Number : 4309G
Marston's Issuer PLC
26 July 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 CONSENT SOLICITATION
26 July 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"), 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 "Class
A Notes") and the GBP155,000,000 Class B Secured Fixed/Floating
Rate Notes due 2035 (XS0226897030) (the "Class B Notes", and
together with the Class A 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 Resolutions at separate meetings of the holders of
each Class of the Notes (the "Meetings")) to amendments in respect
of certain provisions in the financing to which the Issuer is a
party, as described further below. The need for these amendments
has arisen as a result of recent market and regulatory developments
announcing the likely permanent or indefinite discontinuation of
LIBOR after the end of 2021 and promoting a transition to the
Sterling Overnight Index Average ("SONIA") across markets as the
new sterling interest rate benchmark, which will affect the
reference rates for interest payable under the Notes and Liquidity
Facility.
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 26 July 2021 (the
"Solicitation Memorandum").
Rationale and background to the Proposals
As Noteholders are likely to be aware, on 5 March 2021 the UK
Financial Conduct Authority (the "FCA") formally announced the
future cessation or loss of representativeness of all settings of
euro, Swiss franc, Japanese yen, and sterling LIBOR, 1 week and 2
month US dollar LIBOR settings, after 31 December 2021, and
overnight 1 month, 3 month, 6 month and 12 month US dollar LIBOR
settings after 30 June 2023 (the "FCA LIBOR Announcement"). Also on
5 March 2021, the International Swaps and Derivatives Association
("ISDA") separately confirmed that the FCA LIBOR Announcement
constitutes an index cessation event under the IBOR Fallbacks
Supplement and the ISDA 2020 IBOR Fallbacks Protocol for all 35
LIBOR settings. As a result, the fallback spread adjustment
published by Bloomberg was fixed as of 5 March 2021 for all euro,
sterling, Swiss franc, US dollar and yen LIBOR settings.
Prior to the FCA LIBOR Announcement, the FCA confirmed that it
will no longer persuade or compel banks to submit rates for the
calculation of the sterling LIBOR benchmark after the end of 2021
and the Bank of England ("BoE") and the FCA mandated a working
group to promote a broad-based transition to the SONIA across
sterling bond, loan and derivative markets, so that SONIA is
established as the primary sterling interest rate benchmark by the
end of 2021.
Therefore, the continuation of sterling LIBOR on the current
basis cannot and will not be guaranteed after 2021 and each of the
BoE and the FCA have urged market participants to take active steps
to implement the transition to SONIA and other risk-free rates
ahead of this deadline.
Other than the Class A3 Notes, each Class of Notes and the
Liquidity Facility currently accrues interest on the basis of LIBOR
plus the relevant margin, and under the current terms of the Class
A3 Notes, they will switch to LIBOR plus the relevant margin after
the relevant step-up date. In light of the above market and
regulatory developments (and since each Class of Notes and the
Liquidity Facility will remain outstanding after the end of 2021)
the Issuer proposes to amend the interest basis under the Notes and
the Liquidity Facility to transition from LIBOR to SONIA, and make
consequential or related amendments to the Master Definitions and
Construction Schedule, the Conditions, the Liquidity Facility
Agreement, the Interest Rate Swap Agreement and the Issuer/Borrower
Swap Agreement. The Issuer is seeking the consent of the
Noteholders to such amendments (the "Proposals") to take effect
from (and including) 17 January 2022, being the first Interest
Payment Date falling immediately after 31 December 2021, in order
to eliminate market risk for the Noteholders. Further details of
the Proposals are set out in the Solicitation Memorandum.
Proposals
For the reasons set out above, the Issuer is calling the
Meetings in order to seek the consent of the Noteholders (by an
Extraordinary Resolution in each case) to implement the Proposals,
the terms of which are set out in the Solicitation Memorandum. The
Proposals require the approval of the holders of the Class A Notes
and the Class B Notes in order to bind each Class of Notes and will
be implemented by the entry into the Deed of Amendment and
Restatement.
If an Extraordinary Resolution is approved by the holders of the
relevant Class of Notes, it will be binding on all holders of that
Class of Notes, including those Noteholders who do not vote in
favour of or in connection with the Extraordinary Resolution.
If the Proposals are not approved by the requisite majorities of
the holders of each Class of Notes, the Proposals will not be
implemented and the Deed of Amendment and Restatement will not be
entered into. In those circumstances, once LIBOR is permanently or
indefinitely discontinued, the basis of the interest under the
Notes and Liquidity Facility will be fixed to the last LIBOR
setting which could have an adverse impact on the liquidity of the
Notes.
Meetings of Noteholders
Separate Meetings of the holders of each Class of Notes to
consider, and if thought fit, pass an Extraordinary Resolution in
each case to approve the Proposals, shall take place on 17 August
2021, with the Meeting in respect of the Class A2 Notes commencing
at 10.00 a.m. (London time) and each other Meeting held at 10
minute intervals thereafter. Noteholders are directed to the
Notices of Meetings 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 respective Meeting.
In light of the ongoing COVID-19 pandemic, it is expected that
it will be impossible or inadvisable to hold physical Meetings. As
a result, the Issuer and the Note Trustee will prescribe further or
alternative regulations regarding the holding of the Meetings by
audio or video conference call, and those Noteholders who have
indicated that they wish to attend the Meetings will be provided
with further details about attending the audio or video conference
call.
Noteholders who do not wish to attend a Meeting but who wish to
vote must take action on or prior to 10.00 a.m. (London time) on 13
August 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 each Extraordinary
Resolution will be conditional on the passing of the relevant
Extraordinary Resolution and the execution of the Deed of Amendment
and Restatement (together, the "Consent Conditions"). The Deed of
Amendment and Restatement will take effect from the date that such
Deed of Amendment and Restatement is entered into or, if later, the
date on which it becomes effective in accordance with its terms,
and will effect the amendments to the Conditions and the Master
Definitions and Construction Schedule, and amend and restate the
Liquidity Facility Agreement and each transaction confirmation
under the Interest Rate Swap Agreement and the Issuer/Borrower Swap
Agreement, which will together reflect the Proposals. Further
detail on the Proposals is set out in the Solicitation
Memorandum.
Expected Timetable
Event Date
Announcement of Consent Solicitation 26 July 2021
: Announcement of the Consent Solicitation
and the Proposals via the RNS. Notices
of Meetings given to Noteholders through
the Clearing Systems.
Solicitation Memorandum and draft of the 26 July 2021
form of the Deed of Amendment and Restatement
to be made available by the Information
and Tabulation Agent (copies of which
are obtainable by Noteholders upon request,
free of charge).
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 13 August 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.
Meetings : The first Meeting in respect From 10:00 a.m.
of the Class A2 Notes will commence at (London time) on
10:00 a.m., with subsequent Meetings in 17 August 2021
respect of each other Class (in the order as set out in the
each Class is listed in the table on page Notices of Meetings
1 of this Announcement) being held at
10 minute intervals thereafter.
Announcement of results of Meetings : As soon as reasonably
Announcement of results of the Meetings practicable after
via the RNS. Notice of results of the the Meetings
Meetings to be given to Noteholders through
the Clearing Systems.
Execution of the Deed of Amendment and As soon as reasonably
Restatement : If the Extraordinary Resolution practicable after
is passed at the Meetings, execution of the Meetings
the Deed of Amendment and Restatement.
Effective Date : If the Consent Conditions 17 January 2022
are satisfied, the amendments set out
in the Deed of Amendment and Restatement
will take effect from (and including)
the Interest Payment Date falling immediately
after 1 January 2022 (the "Effective Date").
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 Resolutions 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 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.
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END
MSCFIFITDIIRFIL
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