TIDM87FW
RNS Number : 6478M
Livewest Capital PLC
12 May 2020
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 INDEPENT PROFESSIONAL
ADVISERS UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF
BONDHOLDERS ARE IN THE UNITED KINGDOM) OR FROM ANOTHER
APPROPRIATELY AUTHORISED INDEPENT FINANCIAL ADVISOR.
LIVEWEST CAPITAL PLC
(formerly Knightstone Capital plc)
(a public limited company incorporated in England and Wales,
with registration number 08691017 under the Companies Act 2006)
(the Existing Issuer)
NOTICE OF A MEETING
of the holders of
GBP100,000,000 5.058 PER CENT. (STEP UP) SECURED BONDS DUE
2048
(XS0975249714)
(the Bonds)
of the Existing Issuer presently outstanding
(together, the Bondholders and the Bonds respectively)
NOTICE IS HEREBY GIVEN that a Meeting of the Bondholders
convened by the Existing Issuer will be held at the offices of
Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y
4AG at 12:00 noon (London time) on 3 June 2020 for the purpose of
considering and, if thought fit, passing the following resolution
in accordance with the provisions of the Bond Trust Deed dated 2
October 2013 between the Existing Issuer and Prudential Trustee
Company Limited and constituting the Bonds.
Full details as to the background to, and reasons for, the
proposal that forms the content of the Extraordinary Resolution
(the Proposal) set out below are set out in the Consent
Solicitation Memorandum issued by the Existing Issuer on the date
of this Notice (the Consent Solicitation Memorandum), copies of
which are available upon request from The Bank of New York Mellon,
London Branch (the Tabulation Agent) (whose contact details are
specified below).
EXTRAORDINARY RESOLUTION
"THAT this Meeting of the holders (the Bondholders) of the
outstanding GBP100,000,000 5.058 per cent. (Step up) Secured Bonds
due 2048 (the Bonds) of LiveWest Capital plc (formerly Knightstone
Capital plc) (the Existing Issuer) constituted by the Bond Trust
Deed dated 2 October 2013 made between the Existing Issuer and
Prudential Trustee Company Limited (the Bond Trustee) (the Bond
Trust Deed) hereby:
1 approves, sanctions and assents to the release and discharge
of the Existing Issuer from all of its obligations as principal
debtor in respect of the Bonds upon the substitution of LiveWest
Treasury plc (the New Issuer) as principal debtor in respect of the
Bonds (the Substitution);
2 approves, sanctions and assents to the replacement of:
(a) the Conditions with the conditions set out in Schedule 1 to
the Note Trust Deed dated 24 September 2019 between the New Issuer,
LiveWest Homes Limited and Prudential Trustee Company Limited (the
Programme Note Trust Deed) and the Pricing Supplement attached as
Schedule 1 to the Deed of Substitution and Amendment (as defined
below);
(b) the Bond Trust Deed with the Programme Note Trust Deed;
(c) the Knightstone Housing Association Loan Agreement with the
Group Funding Agreement (as defined in the Programme Note Trust
Deed); and
(d) the other Transaction Documents with the corresponding
Programme Documents (as defined the Programme Note Trust Deed),
each as more specifically set out in the draft Deed of
Substitution and Amendment (together, the Amendments);
3 authorises, directs, requests and empowers the Bond Trustee to
concur in the release of the security allocated to the Existing
Issuer pursuant to the Security Trust Deed upon the allocation of
security to the Bondholders pursuant to the Security Trust Deed
originally dated 25 February 2008 and amended and restated on 17
September 2019 between, inter alios, the New Issuer and the
Prudential Trustee Company Limited as security trustee (the
Programme Security Trust Deed) as detailed in the Apportionment
Certificate (as defined below) (the Re-securing);
4 authorises, directs, requests and empowers the Bond Trustee to
concur in the de-listing of the Bonds from the Official List of the
Financial Conduct Authority and the regulated market of the London
Stock Exchange plc upon the Bonds being admitted to trading on the
International Securities Market of the London Stock Exchange plc
(the Re-listing);
5 authorises, directs, requests and empowers the Bond Trustee:
(a) to concur in and to execute a deed of substitution and
amendment (supplemental to the Transaction Documents) to effect the
Substitution and the Amendments, in the form or substantially in
the form of the draft produced to this Meeting and for the purpose
of identification signed by the chairman thereof, with such
amendments (if any) as the Bond Trustee shall require or agree to
(the Deed of Substitution and Amendment);
(b) to concur in and to execute an accession deed (supplemental
to the Programme Security Trust Deed) to accede to the Programme
Security Trust Deed as representative for the Bondholders, in the
form or substantially in the form of the draft produced to this
Meeting and for the purpose of identification signed by the
chairman thereof, with such amendments (if any) as the Bond Trustee
shall require or agree to (the Accession Deed);
(c) to concur in and to execute an apportionment certificate (to
be issued pursuant to the Programme Security Trust Deed) in respect
of the security to be allocated to the Bondholders pursuant to the
Programme Security Trust Deed, in the form or substantially in the
form of the draft produced to this Meeting and for the purpose of
identification signed by the chairman thereof, with such amendments
(if any) as the Bond Trustee shall require or agree to (the
Apportionment Certificate); and
(d) to execute such other deeds, instruments or documents, and
to do all such other acts and things, as may be necessary,
desirable or expedient in its sole opinion to carry out and give
effect to this Extraordinary Resolution and the implementation of
the Substitution, the Amendments, the Re-securing and the
Re-listing;
6 discharges, exonerates and indemnifies the Bond Trustee from
all liability in respect of any act or omission for which the Bond
Trustee may have become responsible under the Bond Trust Deed, the
Bonds or otherwise in connection with this Extraordinary Resolution
or its implementation, the Substitution, the Amendments, the
Re-securing and the Re-listing or the implementation of
Substitution, the Amendments, the Re-securing and the Re-listing
and any act or omission taken in connection with paragraph 5 of
this Extraordinary Resolution, even though it may be subsequently
found that there is a defect in the passing of this Extraordinary
Resolution or, that for any reason, this Extraordinary Resolution
is not valid or binding on the Bondholders;
7 sanctions and assents to every abrogation, amendment,
modification, variation, compromise or arrangement in respect of
the rights of the Bondholders appertaining to the Bonds against the
Existing Issuer or any of its property, whether or not such rights
arise under the Conditions, the Bond Trust Deed or otherwise,
involved in or resulting from or to be effected by the
Substitution, the Amendments, the Re-securing and the Re-listing
and/or their implementation;
8 declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution;
(b) the Proposal not having been terminated in accordance with its terms;
(c) the quorum required for, and the requisite majority of votes
cast at, the Meeting being satisfied by Eligible Bondholders,
irrespective of any participation at the Meeting by Ineligible
Bondholders (and would also have been so satisfied if any
Ineligible Bondholders who provide confirmation of their status as
Ineligible Bondholders and waive their right to attend and vote (or
be represented) at the Meeting had actually participated at the
Meeting) and further resolves that, in the event the Extraordinary
Resolution is passed at the Meeting but this condition is not
satisfied, the chairman of the Meeting is hereby authorised,
directed, requested and empowered to adjourn this Meeting on the
same basis (including quorum) as for an adjournment of the Meeting
where the necessary quorum is not obtained, for the purpose of
reconsidering resolutions 1 to 9 of this Extraordinary Resolution
with the exception of resolution 8(c) of this Extraordinary
Resolution at the adjourned Meeting, and in place of the foregoing
provisions of resolution 8(c) the relevant condition will be
satisfied if the quorum required for, and the requisite majority of
votes cast at, the adjourned Meeting are satisfied by Eligible
Bondholders irrespective of any participation at the adjourned
Meeting by Ineligible Bondholders (and would also have been so
satisfied if any Ineligible Bondholders who provide confirmation of
their status as Ineligible Bondholders and waive their right to
attend and vote (or be represented) at the adjourned Meeting had
actually participated at the adjourned Meeting); and
9 acknowledges that all terms used but not otherwise defined in
this Extraordinary Resolution shall have the meanings given to them
in the Bond Trust Deed and, in addition:
Consent Solicitation Memorandum means the consent solicitation
memorandum dated 12 May 2020 prepared by the Existing Issuer in
relation to the Proposal;
Eligible Bondholder means each Bondholder who is (a) located and
resident outside the United States and is not a U.S. person (as
defined in Regulation S under the Securities Act) and (b) otherwise
a person to whom the Proposal can be lawfully made and that may
lawfully participate in the Proposal;
Ineligible Bondholder means each Bondholder who is not a person
to whom the Proposal is being made, on the basis that such
Bondholder is either (a) a U.S. person and/or located or resident
in the United States and/or (b) a person to whom the Proposal
cannot otherwise be lawfully made or that may not lawfully
participate in the Proposal;
Proposal means the invitation by the Existing Issuer to all
Eligible Bondholders to consent to the modifications referred to in
this Extraordinary Resolution, as described in the Consent
Solicitation Memorandum and as the same may be amended in
accordance with its terms; and
Securities Act means the U.S. Securities Act of 1933, as
amended."
INELIGIBLE BONDHOLDERS
Ineligible Bondholders may not participate in the Proposal or be
eligible to receive the Early Voting Fee (as defined in the Consent
Solicitation Memorandum).
However, any Ineligible Bondholder may be eligible, to the
extent permitted by applicable laws and regulations, to receive an
equivalent amount to the Early Voting Fee (being GBP0.50 for each
GBP1,000 in Outstanding Principal Amount (as defined in the
Conditions of the Bonds) of the Bonds the subject of an Ineligible
Bondholder Confirmation (as referred to below)) (an Ineligible
Bondholder Payment).
To be eligible for the Ineligible Bondholder Payment, an
Ineligible Bondholder must deliver, or arrange to have delivered on
its behalf, a valid Ineligible Bondholder Confirmation (in a form
to be provided by the Tabulation Agent) that is received by the
Tabulation Agent by 4.00 p.m. (London time) on 27 May 2020 (the
Ineligible Instruction Deadline) and is not subsequently
revoked.
Payment of any Ineligble Bondholder Payment will be conditional
on:
(a) the Proposal not having been withdrawn;
(b) the Extraordinary Resolution being passed;
(c) the quorum required for, and the requisite majority of votes
cast at, the Meeting being satisfied by Eligible Bondholders,
irrespective of any participation at the Meeting by Ineligible
Bondholders (and would also have been so satisfied if any
Ineligible Bondholders who provide confirmation only of their
status as Ineligible Bondholders and waive their right to attend
and vote (or be represented) at the Meeting had actually
participated at the Meeting), including the satisfaction of such
condition at an adjourned Meeting as described in "Meeting" below;
and
(d) the Deed of Substitution and Amendment, the Deed of
Accession and the Allocation Certificate being executed by each of
the parties thereto.
(together, the Payment Conditions) and will be made no later
than the second Business Day following the date on which the
Payment Conditions are satisfied.
GENERAL
Documents available for inspection
Copies of the Transaction Documents (as defined in the Bond
Trust Deed), the Programme Admission Particulars issued by the New
Issuer on 24 September 2019 and any supplement thereto issued by
the New Issuer from time to time, the Programme Documents (as
defined in the Programme Note Trust Deed), the draft Deed of
Substitution and Amendment (including the form of the Pricing
Supplement), the draft Accession Deed and the draft Apportionment
Certificate will be available from the date of this Notice to the
conclusion of the Meeting (including any adjourned Meeting) on
request from the Tabulation Agent. Such documents will also be
available for inspection at the offices of Addleshaw Goddard LLP,
Milton Gate, 60 Chiswell Street, London EC1Y 4AG from the time 15
minutes before and during the Meeting.
If the form of the Deed of Substitution and Amendment, the
Accession Deed or the Apportionment Certificate is amended after
the date of this Notice and before the date of the Meeting, the
draft of such Deed of Substitution and Amendment, Accession Deed or
the Apportionment Certificate, as applicable, will be made
available as set out above (marked to indicate changes made to the
draft made available at the date of this Notice) and will supersede
the previous drafts and Bondholders will be deemed to have notice
of any such changes.
General
The attention of Bondholders is particularly drawn to the quorum
required for the Meeting and for an adjourned Meeting which is set
out in "Voting and Quorum" below.
Bondholders who are in any doubt as to the impact of the
Extraordinary Resolution are recommended to seek their own
independent financial and legal advice, including in respect of any
tax consequences.
The terms and conditions of the Consent Solicitation Memorandum
are without prejudice to the right of a Bondholder to attend and
vote at the Meeting as set out in this Notice and in the Bond Trust
Deed.
Subject to the terms and conditions specified in the Consent
Solicitation Memorandum, only Bondholders who have delivered a
valid Electronic Voting Instruction (as defined in the Consent
Solicitation Memorandum) (which has not been revoked) by no later
than the Early Instruction Deadline (as defined in the Consent
Solicitation Memorandum) will be eligible to receive the Early
Voting Fee (as defined in the Consent Solicitation Memorandum),
only if the Payment Conditions (as defined in the Consent
Solicitation Memorandum) are satisfied. The Early Voting Fee is
payable on the Settlement Date (as defined in the Consent
Solicitation Memorandum).
Position of the Bond Trustee
In accordance with normal practice, the Bond Trustee expresses
no opinion as to the merits of the Proposal. The Bond Trustee has
not been involved in formulating the Proposal and makes no
representation that all relevant information has been disclosed to
Bondholders in this Notice and the Consent Solicitation Memorandum
or otherwise and no recommendation to Bondholders as to whether to
vote in favour or against the Extraordinary Resolution.
Accordingly, the Bond Trustee urges Bondholders who are in any
doubt as to the impact of the implementation of the Proposal to
seek their own independent legal and/or financial advice. The Bond
Trustee has, however, authorised it to be stated that, on the basis
of the information set out in this Notice and the Consent
Solicitation Memorandum, all of which the Bond Trustee recommends
that Bondholders read carefully, it has no objection to the
Proposal or the Extraordinary Resolution being submitted to the
Bondholders for their consideration.
VOTING AND QUORUM
The relevant provisions governing the convening and holding of
the Meeting are set out in Schedule 3 (Provisions for Meetings of
Bondholders) to the Bond Trust Deed, a copy of which is available
for inspection as referred to above.
Beneficial owners of Bonds who take the action described below
need take no further action in relation to voting at the Meeting
(and any adjourned Meeting) in respect of the Extraordinary
Resolution.
IMPORTANT: The Bonds are currently represented by a bearer
global Bond, which is held by a common depositary for Euroclear and
Clearstream, Luxembourg (together, the Clearing Systems). Only
persons shown in the records of a Clearing System as a holder of
the Bonds (each a Direct Participant) may be issued with a voting
certificate or otherwise give voting instructions in accordance
with the procedures described below. Each person who is the
beneficial owner of Bonds held, directly or indirectly, in an
account in the name of a Direct Participant acting on such
beneficial owner's behalf will not be a Bondholder for the purposes
of this notice. Accordingly, if they have not already done so,
beneficial owners should arrange for the Direct Participant through
which they hold their Bonds to make arrangements on their behalf
for the issue of a voting certificate or otherwise to give voting
instructions.
A Bondholder wishing to attend and vote at the Meeting and any
adjourned Meeting in person must produce at the Meeting a valid
voting certificate issued by a Paying Agent in respect of the
Bonds.
A Bondholder not wishing to attend and vote at the Meeting in
person may either instruct a Paying Agent, through the Clearing
Systems, to deliver the relevant voting certificate(s) to the
person whom it wishes to attend on its behalf or give a voting
instruction (in accordance with the procedures of the relevant
Clearing System) instructing a Paying Agent to appoint a proxy to
attend and vote at the Meeting in accordance with his
instructions.
A Bondholder must request the relevant Clearing System to block
the relevant Bonds in its own account and to hold the same to the
order or under the control of a Paying Agent not later than 48
hours (including all or part of two days upon which banks are open
for business in London, Luxembourg and Belgium (disregarding for
this purpose the day upon which the Meeting is to be held)) (48
hours) before the time appointed for holding the Meeting in order
to obtain voting certificates or give voting instructions in
respect of the Meeting. Bonds so blocked will not be released until
the earlier of:
(a) the conclusion of the Meeting (or, if applicable, any adjourned Meeting); and
(b) (i) in respect of a voting certificate, the surrender to a
Paying Agent of such voting certificate and notification by such
Paying Agent to the relevant Clearing System of such surrender or
the compliance in such other manner with the rules of the relevant
Clearing System; or
(ii) in respect of voting instructions, the surrender not less
than 48 hours before the time for which the Meeting (or, if
applicable, any adjourned Meeting) is convened, of the receipt
issued by a Paying Agent in respect of the relevant Bonds which are
to cease to be held to the order, or under the control, of such
Paying Agent and the same then being notified in writing by such
Paying Agent to the Existing Issuer at its registered office at
least 24 hours (as defined in the Bond Trust Deed) before the time
appointed for holding the Meeting and such Bonds ceasing in
accordance with the procedures of the relevant Clearing System and
with the agreement of such Paying Agent to be held to its order or
under its control.
For the avoidance of doubt, any voting instructions may not be
revoked or amended during the period starting 48 hours before the
time appointed for the relevant Meeting or any adjourned Meeting,
as the case may be, and ending at the close of such Meeting (or
adjourned Meeting).
Quorum and Adjournment
The Substitution comprises, and therefore the Extraordinary
Resolution relates, to a Basic Terms Modification as defined in and
for the purposes of the Bond Trust Deed. As such, the quorum
required at the Meeting is one or more persons present holding
voting certificates or being proxies or representatives and
representing not less than 75 per cent. in Outstanding Principal
Amount of the Bonds.
If within fifteen minutes (or such longer period not exceeding
30 minutes as the chairman of the Meeting may decide) after the
time appointed for the Meeting a quorum is not present, the Meeting
shall be adjourned for a period being not less than 13 clear days
nor more than 42 clear days. At least 10 days' notice (exclusive of
the day on which the notice is given and the day on which the
Meeting is to be held) of such adjourned Meeting shall be given, in
the same manner as for the original Meeting, and such notice shall
state the quorum required at such adjourned Meeting. The quorum at
any such adjourned Meeting shall be one or more persons present
holding voting certificates or being proxies or representatives and
representing not less than 25 per cent. in Outstanding Principal
Amount of the Bonds.
Voting certificates issued and electronic or other voting
instructions given in respect of the relevant Meeting (unless
revoked not less than 48 hours before the time appointed for any
adjourned Meeting) shall remain valid for such adjourned
Meeting.
Voting
Subject as described below, every question submitted to the
Meeting shall be decided in the first instance by a show of hands
and in case of an equality of votes the chairman of the Meeting
shall both on a show of hands and on a poll have a casting vote in
addition to the vote or votes (if any) to which he may be entitled
as a holder of a voting certificate or as a proxy.
Unless a poll is (before or on the declaration of the result of
the show of hands) demanded by the chairman of the Meeting, the
Existing Issuer, the Bond Trustee or by any person present holding
voting certificates or being proxies (whatever the amount of the
Bonds represented by them), a declaration by the chairman of the
Meeting that a resolution has been carried or carried by a
particular majority or lost or not carried by a particular majority
shall be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against
such resolution.
At the Meeting:
(c) on a show of hands, every person who is present in person
and produces a voting certificate or is a proxy shall have one
vote; and
(d) on a poll, every person who is so present shall have one
vote in respect of each GBP1 (or such other amount as the Bond
Trustee may in its absolute discretion stipulate) in Outstanding
Principal Amount of the Bonds so represented by the voting
certificates so produced or in respect of which he is a proxy.
The Bond Trustee has indicated that it will require the
Extraordinary Resolution to be voted on by a poll without the need
for a show of hands and this will be a condition of the chairman's
appointment.
Extraordinary Resolution
To be passed, the Extraordinary Resolution requires a majority
in favour consisting of not less than 75 per cent. of the votes
cast on the poll.
Clearing Systems
Holders of Bonds held by Euroclear or Clearstream, Luxembourg
should contact the Tabulation Agent for further information in
respect of the respective procedures of Euroclear or Clearstream,
Luxembourg for voting.
Further or Alternative Regulations regarding the Meeting
In light of the ongoing developments in relation to COVID-19
(commonly referred to as coronavirus), it may become impossible or
inadvisable to hold the Meeting at the offices of Addleshaw Goddard
LLP. In that event, the Bond Trustee may (after consultation with
the Existing Issuer where the Bond Trustee considers such
consultation to be practicable but without the consent of the
Existing Issuer, the Bondholders or the Couponholders) prescribe
further or alternative regulations regarding the holding of the
Meeting and attendance and voting thereat as the Bond Trustee may
in its sole discretion reasonably think fit. This may include
holding the Meeting by conference call or other electronic
means.
In such circumstances, those Bondholders who have indicated that
they wish to attend the Meeting in person will be provided with
further details about attending the Meeting. Bondholders who have
requested that their votes are included in a block voting
instruction will be unaffected by these alternative regulations and
will not be requested to take any further action.
TABULATION AGENT
The Bank of New York Mellon, London Branch
Merck House
15 Seldown Lane
Poole
Dorset BH15 1PX
Attention: Debt Restructuring Services
Telephone: +44 (0)1202 689644
Email: debtrestructuring@bnymellon.com
PRINCIPAL PAYING AGENT
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
BOND TRUSTEE
Prudential Trustee Company Limited
10 Fenchurch Avenue
London EC3M 5AG
This notice is given by:
LiveWest Capital plc
1 Wellington Way
Skypark
Clyst Honiton
Exeter EX5 2FZ
12 May 2020
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
NOGDZGMKGZFGGZM
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May 12, 2020 06:46 ET (10:46 GMT)
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