REG - Trafford Centre Fin. - Results of Meetings

AngiAnnouncement

22/08/2023 12:00

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RNS Number : 0980K  Trafford Centre Finance Ltd (The)  22 August 2023

THE TRAFFORD CENTRE FINANCE LIMITED
(incorporated with limited liability in the Cayman Islands with registration
number 91678)

(the Issuer)

NOTICE OF RESULTS OF MEETINGS

to the holders of the:

£340,000,000 Class A2 6.50 per cent. Secured Notes due 2033 (ISIN:
XS0108039776)

£188,500,000 Class A3 Floating Rate Secured Notes due 2038
(ISIN:XS0222488396)

£120,000,000 Class B 7.03 per cent. Secured Notes due 2029 (ISIN:
XS0108043968)

£20,000,000 Class B2 Floating Rate Secured Notes due 2038 (ISIN:
XS0222489014)

£20,000,000 Class B3 4.25 per cent. Secured Notes due 2029 (ISIN
XS1031629808)

£69,550,000 Class D1(N) Floating Rate Secured Notes due 2035 (ISIN:
XS0222489873)

£70,000,000 Class D3 4.750 per cent. Secured Notes due 2029 (ISIN:
XS1031633313)

 (the Notes, and the holders thereof, the Noteholders) of the Issuer
presently outstanding.

On 31 July 2023 the Issuer announced an invitation to Eligible Noteholders (as
defined below) of the Notes to consent to, in connection with the conversion
of the group headed by Trafford Centre Group (UK) Limited (Topco) to a UK REIT
structure, (i) the release by The Trafford Centre Limited (the Borrower) of
all Financial Indebtedness owed by Topco to the Borrower and the entry by the
Borrower and Topco into the Debt Deed of Release, (ii) the release of the
Encumbrances granted by the Borrower in favour of the Security Trustee over
all its right, title, interest and benefit in and to all Financial
Indebtedness owed by Topco to the Borrower and the entry by the Borrower and
the Security Trustee into the Security Deed of Release, and (iii) the entry by
the Security Trustee into the New Deed of Tax Covenant, in each case in the
form or substantially in the form available for inspection at the specified
office of the Tabulation Agent as proposed by the Issuer for approval by
extraordinary resolutions of the holders of each Class of Notes (the Consent
Solicitation). Meetings of each Class of Noteholders (the Meetings) were held
earlier today in connection with the Consent Solicitation, and the Issuer now
announces the results of the Meetings.

The full terms and conditions of the Consent Solicitation were contained in
the consent solicitation memorandum dated 31 July 2023 (the Consent
Solicitation Memorandum) prepared by the Issuer. Capitalised terms used in
this announcement but not defined herein have the meanings given to them in
the Consent Solicitation Memorandum.

 

 Details of the Notes                                                            ISIN          Outstanding Principal Amount  Outcome of Meetings
 £340,000,000 Class A2 6.50 per cent. Secured Notes due 2033 (the Class A2       XS0108039776  GBP 220,122,460.00            Extraordinary Resolution Passed
 Fixed Rate Notes)

                                                                                                                             98.68% of total votes were cast by Eligible Noteholders who voted in favour of
                                                                                                                             the Extraordinary Resolution
 £188,500,000 Class A3 Floating Rate Secured Notes due 2038 (the Class A3        XS0222488396  GBP 188,500,000.00
 Floating Rate Notes)
 £120,000,000 Class B 7.03 per cent. Secured Notes due 2029 (the Class B Fixed   XS0108043968  GBP 41,559,840.00             Extraordinary Resolution Passed
 Rate Notes)

                                                                                                                             99.59% of total votes were cast by Eligible Noteholders who voted in favour of
                                                                                                                             the Extraordinary Resolution
 £20,000,000 Class B2 Floating Rate Secured Notes due 2038 (the Class B2         XS0222489014  GBP 20,000,000.00
 Floating Rate Notes)
 £20,000,000 Class B3 4.25 per cent. Secured Notes due 2029 (the Class B3        XS1031629808  GBP 20,000,000.00
 Fixed Rate Notes)
 £69,550,000 Class D1(N) Floating Rate Secured Notes due 2035 (the Class D1(N)   XS0222489873  GBP 27,836,761.55             Extraordinary Resolution Passed
 Floating Rate Notes)

                                                                                                                             99.37% of total votes were cast by Eligible Noteholders who voted in favour of
                                                                                                                             the Extraordinary Resolution
 £70,000,000 Class D3 4.750 per cent. Secured Notes due 2029 (the Class D3       XS1031633313  GBP 70,000,000.00
 Fixed Rate Notes)

 

Meetings of the Noteholders

 

The Meetings were held earlier today, and NOTICE IS HEREBY GIVEN to the
Noteholders that, at each Meeting in respect of the Notes the relevant
Extraordinary Resolution was duly passed and the Eligibility Condition
relating to each of the Extraordinary Resolutions was satisfied, and
accordingly the New Deed of Tax Covenant, the Debt Deed of Release and the
Security Deed of Release will be executed and take effect on and from the date
certain other preliminary steps have been taken to enable the Trafford Group
to elect into a UK REIT regime.

 

DISCLAIMER

 

This announcement must be read in conjunction with the Consent Solicitation
Memorandum.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

United States

The Consent Solicitation Memorandum and any other documents or materials
relating to the Consent Solicitation are only for distribution or to be made
available to persons who are (i) located and resident outside the United
States, its territories and possessions and who are not U.S. persons (as
defined in Regulation S under the Securities Act) or acting for the account or
benefit of any U.S. person, (ii) eligible counterparties or professional
clients (each as defined in (i) MiFID II; or (ii) (in the case of eligible
counterparties) the FCA Handbook Conduct of Business Sourcebook and (in the
case of professional clients) UK MiFIR) and, if applicable and acting on a
non-discretionary basis, persons who are acting on behalf of a beneficial
owner that is also an eligible counterparty or a professional client, in each
case in respect of the Notes and (iii) otherwise persons to whom the Consent
Solicitation can be lawfully made and that may lawfully participate in the
Consent Solicitation (all such persons Eligible Noteholders).

Neither this Notice nor the Consent Solicitation Memorandum is an offer of
securities for sale in the United States, its territories and possessions or
to 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 securities
laws of any state or other jurisdiction of the United States, and may not be
offered or sold in the United States, its territories or possessions 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.

For the purpose of the above paragraphs, United States means the United States
of America, its territories and possessions, any state of the United States of
America and the District of Columbia.

General

The distribution of this announcement and the Consent Solicitation Memorandum
in certain jurisdictions may be restricted by law, and persons into whose
possession this announcement and/or the Consent Solicitation Memorandum comes
are required to inform themselves about, and to observe, any such
restrictions.

Nothing in this announcement or the Consent Solicitation Memorandum
constitutes or form part of, and should not be construed as, an offer for sale
or subscription of, or a solicitation of any offer to buy or subscribe for,
any securities of the Issuer or any other entity. None of the Issuer, the Note
Trustee, the Security Trustee, the Solicitation Agent, the Tabulation Agent
and the Principal Paying Agent will incur any liability for its own failure or
the failure of any other person or persons to comply with the provisions of
any such restrictions.

This Notice is given by

THE TRAFFORD CENTRE FINANCE LIMITED

 

Dated 22 August 2023

 

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