REG - InspirED EducationSL - Change of Guarantor

Bank Of New York MellonAnnouncement

21/12/2021 12:10

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211221:nRSU3559Wa&default-theme=true

RNS Number : 3559W  InspirED Education (S.Lanaks) PLC  21 December 2021

20 December 2021

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.

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

 

£183,623,360 (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) Prudential Trustee Company Limited (the Bond Trustee)
and the Issuer.

Background

Under the bond guarantee dated 28 June 2006, Syncora Guarantee Inc. (SGI)
guarantees 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). The Issuer today announces an invitation to holders of the Bonds
(the Bondholders) to consent to a proposal that 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).

The Termination and Replacement will be implemented by:

(a)        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 Bond Guarantee, amend and restate the Guarantee and Reimbursement
Agreement and amend certain terms of the Master Definitions Agreement; and

(b)        the execution of replacement financial guarantees between
the Bond Trustee and each of AGUK and AGM,

(the Amendment Documents).

Meetings

The notice convening the Meeting of Bondholders (the "Notice of Meeting") to
be held via teleconference on 13 January 2022 has been given to Bondholders in
accordance with the conditions of the Bonds. The Meeting will commence at 9:30
a.m. (London time).

Bondholders may choose to attend (via teleconference) the relevant Meeting or
make other arrangements to be represented at the relevant Meeting in
accordance with the provisions for meetings of Bondholders set out in the
Trust Deed, and as described in the Notice of Meeting.

In light of the ongoing developments in relation to the Covid-19 pandemic, the
Issuer believes it to be inadvisable to hold the relevant Meeting at a
physical location. Accordingly, in accordance with the provisions of the Trust
Deed it has been agreed that further regulations regarding the holding of the
relevant Meeting will be prescribed providing that the Meeting (and any
relevant adjourned Meeting or Meetings) will be held via teleconference, but
such Bondholders or their representatives will not be permitted to speak or
vote at any such Meeting. In such circumstances, those Bondholders who have
indicated that they wish to attend the relevant Meeting will be provided with
further details about attending the relevant Meeting (and any adjourned
Meeting via teleconference. The Meeting will not be convened at a physical
location.

Bondholders should refer to the Notice of Meetings for full details of the
procedures in relation to the Meetings.

Timetable

The times and dates below are indicative only. Accordingly, the actual
timetable may differ significantly from the expected timetable set out below.

All references to times are to London time unless otherwise stated, and any
announcements or notifications to be made to Bondholders arising out of or in
connection with the Termination and Replacement will be made as soon as is
reasonably practicable after the event giving rise to the announcement or
notification by the Issuer in accordance with the provisions of the Bond Trust
Deed and the Bonds.

All notices to Bondholders will be given by delivery through the Clearing
Systems.

Event

 Announcement of Meeting
                                                                                 Monday 20 December 2021
 Notice of Meeting delivered to the Clearing Systems for communication to
 Bondholders

 The documents referred to under "General" in the Notice of Meetings are made
 available from the Tabulation Agent.

 Expiration Deadline
 Final deadline for receipt by the Tabulation Agent of valid block voting        4:30 p.m. (London time) on Monday 10 January 2022 (unless extended or amended)
 instruction from Bondholders for such Bondholders to be represented at the
 relevant Meeting.

 Meetings
 Meeting to be held via teleconference                                           9:30 a.m. (London time) on Thursday 13 January 2022

 Announcement of Results of Meetings
 Announcement of the results of the Meetings.                                    Friday 14 January 2022 (as soon as reasonably practicable after the Meeting)
 Execution of Amendment Documentation if the Extraordinary Resolution is passed  On the amendment date -

                                                                                 currently expected to occur

                                                                                 within five Business Days of

                                                                                 the passing of the Extraordinary Resolution

                                                                                 (but, in any event, to be

                                                                                 implemented at a time which is at InspirED Education (South Lanarkshire) Plc's
                                                                                 sole and absolute discretion.

Bondholders are advised to check with any bank, securities broker or other
intermediary through which they hold their Bonds when such intermediary would
need to receive instructions from a Bondholder in order for such Bondholder to
participate in, or (in the limited circumstances in which revocation is
permitted) to validly revoke their instruction to participate in, the relevant
Meeting by the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission and (where permitted)
revocation of consent instructions will be earlier than the relevant deadlines
above.

Further Information

A description of the terms and conditions of the Termination and Replacement
(including a description of AGM and AGUK) is contained in the Notice of
Meeting dated 20 December 2021. A copy of the Amendment Documents are
available to Bondholders upon request from the Tabulation Agent.

Requests for information in relation to the procedures for participating in
the Meeting should be directed to:

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.

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCEAFAFAESFFFA