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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
£166,943,122.50 (originally £352,250,000) 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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