57AJ Ins. Ed 2.0854%

TIDM57AJ

RNS Number : 4134Z

InspirED Education (S.Lanaks) PLC

24 January 2022

24 January 2022

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW ("UK MAR") BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

INSPIRED EDUCATION (SOUTH LANARKSHIRE) PLC

(the Issuer)

Incorporated in England and Wales with limited liability under the laws of England and Wales

with registered number 5502166

GBP166,943,122.50 (originally GBP352,250,000) 2.0854 per cent. Guaranteed Secured Index-Linked Bonds Due 2038 (XS0257433853) of the Issuer presently outstanding (the Bonds).

Capitalised terms used but not otherwise defined in this notice shall have the meaning given to them in the master definitions agreement dated 22 June 2006 between (among others) M&G Trustee Company Limited (formerly, Prudential Trustee Company Limited) (the Bond Trustee) and the Issuer.

Background

On 20 December 2021 the Issuer announced an invitation to holders of the Bonds (the Bondholders) to consent to a proposal that the bond guarantee dated 28 June 2006 by Syncora Guarantee Inc. (SGI) guaranteeing to the Bond Trustee the full and complete payment by the Issuer in respect of amounts of scheduled payments owing by the Issuer and outstanding pursuant to the Bonds as constituted by the Bond Trust Deed (the Existing Guarantee) is terminated and replaced by guarantees provided by Assured Guaranty Municipal Corp. (AGM) and Assured Guaranty UK Limited (AGUK) as co-financial guarantor (the Termination and Replacement) by approving an extraordinary resolution (the Extraordinary Resolution).

On 13 January 2022 the Issuer announced that the Extraordinary Resolution had been passed at a Bondholder meeting.

Implementation of the Extraordinary Resolution

Notice is hereby given to the Bondholders that on 21 January 2022 the Termination and Replacement was effected by:

-- the execution of a deed of amendment and termination between the Issuer, SGI, AGUK, AGM, Inspired Education (South Lanarkshire) Holdings Limited, the Bond Trustee and the Security Trustee to effect the termination of the Existing Guarantee, amend and restate the Guarantee and Reimbursement Agreement and amend certain terms of the Master Definitions Agreement was executed (the Deed of Termination and Amendment);

-- the execution of replacement financial guarantees between the Bond Trustee and each of AGUK and AGM; and

   --    the satisfaction of conditions precedent under the Deed of Termination and Amendment. 

Accordingly the Extraordinary Resolution has been implemented.

Tabulation Agent

The Bank of New York Mellon

One Canada Square

London, E14 5AL

United Kingdom

Tel: +44 (0) 1202 689644

Attention: Debt Restructuring Services

Email: debtrestructuring@bnymellon.com

Market Abuse Regulation

This announcement is released by the Issuer and contains information in relation to the Bonds that qualified as inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("MAR"), encompassing information relating to the Bonds. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law of the United Kingdom by virtue of the EUWA, this Notice is made by Alan Ritchie, a Director of the Issuer.

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END

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