REG - London & Quadrant East Finance PLC - Notice of Meeting: £250m 5.486% Bonds due 2042
NOTICE OF MEETING
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF ANY BONDHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF THE EXTRAORDINARY RESOLUTION SET OUT BELOW, IT SHOULD SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
EAST FINANCE PLC
(incorporated in England with limited liability under the Companies Act 2006, registered number 07984573)
(the Existing Issuer)
NOTICE OF MEETING
of the holders of its outstanding
Description of the Bonds
ISIN / Common Code
Outstanding Principal Amount
£250,000,000 5.486 per cent. Secured Bonds due 2042
XS0788589074 / 078858907
£250,000,000
(the Bonds)
NOTICE IS HEREBY GIVEN that a meeting (the Meeting) of the holders (the Bondholders) of the Bonds, convened by the Existing Issuer, will be held at 10.00 a.m. (London time) on 3 January 2019 at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom for the purpose of considering and, if thought fit, passing the resolution set out below, with the implementation of that resolution being subject to satisfaction of the condition set out in paragraph 7(c) thereof (the Eligibility Condition), and which resolution will be proposed as an Extraordinary Resolution at the Meeting in accordance with the provisions of the bond trust deed dated 15 June 2012 (the Existing Bond Trust Deed) between the Existing Issuer and Prudential Trustee Company Limited as bond trustee for the Bondholders (the Bond Trustee).
Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Existing Bond Trust Deed, the terms and conditions of the Bonds (the Conditions) or the Extraordinary Resolution, as applicable.
EXTRAORDINARY RESOLUTION
"THAT this Meeting of the holders (together, the Bondholders) of the presently outstanding £250,000,000 5.486 per cent. Secured Bonds due 2042 (ISIN: XS0788589074) (the Bonds) of East Finance PLC (the Existing Issuer), constituted by a bond trust deed dated 15 June 2012 (the Existing Bond Trust Deed) between the Existing Issuer and Prudential Trustee Company Limited as bond trustee for the Bondholders (the Bond Trustee), and issued with the benefit of an agency agreement dated 15 June 2012 (the Existing Agency Agreement) between the Existing Issuer, The Bank of New York Mellon as principal paying agent (the Principal Paying Agent) and the Bond Trustee:
1. (subject to paragraph 7 of this Extraordinary Resolution) assents and agrees to:
(a) the modification of the terms and conditions of the Bonds (as set out in Part 2 of Schedule 2 to the Existing Bond Trust Deed, the Conditions) and the Existing Bond Trust Deed to reflect (i) the substitution of London & Quadrant Housing Trust (L&Q) in place of the Existing Issuer as issuer of the Bonds (the Substitution) and the consequential cancellation of the Loan Agreement, and (ii) the alignment of certain provisions in the Conditions and the Existing Bond Trust Deed with the terms of L&Q's most recent bond issue, all as more fully set out in the First Supplemental Trust Deed (as defined in paragraph 3(a)(i) below);
(b) the release of the security underlying the Bonds in connection with the Substitution, and the re-granting of security by L&Q over the Charged Properties with a Minimum Value which results in compliance by L&Q with the Asset Cover Test (as certified by L&Q to the Bond Trustee), all as more fully described in paragraphs 4(a)(i) and 4(b) below and in the Security Agreement (as defined in paragraph 3(a)(iv) below);
(c) the consequential modification of the Existing Agency Agreement, as more fully set out in the First Supplemental Agency Agreement (as defined in paragraph 3(a)(ii) below); and
(d) the consequential modification of the account agreement dated 15 June 2012 (the Existing Account Agreement) between the Existing Issuer, The Bank of New York Mellon, London Branch, as account bank in relation to the Bonds (the Account Bank), and the Bond Trustee, as more fully set out in the First Supplemental Account Agreement (as defined in paragraph 3(a)(iii) below);
2. (subject to paragraph 7 of this Extraordinary Resolution) agrees, upon (a) execution and (where applicable) delivery of the First Supplemental Trust Deed, the Security Agreement, the First Supplemental Agency Agreement, the First Supplemental Account Agreement, the Deed of Accession (as defined in paragraph 3(a)(v) below) and the Apportionment Certificate (as defined in paragraph 3(a)(vi) below) by the parties thereto and (b) each such document becoming effective as described therein, to release and waive all rights, claims, actions or entitlements against the Existing Issuer in its capacity as issuer of the Bonds, whether under the Existing Bond Trust Deed, the Conditions, the Existing Agency Agreement or the Existing Account Agreement;
3. (subject to paragraph 7 of this Extraordinary Resolution) assents to, authorises, directs, requests and empowers the Bond Trustee, the Security Trustee, the Existing Issuer, L&Q, the Principal Paying Agent and the Account Bank to:
(a) concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, subject to satisfaction of the conditions set out in paragraph 7 of this Extraordinary Resolution, to execute and (where applicable) deliver:
(i) a supplemental trust deed (the First Supplemental Trust Deed) 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 may be requested by the Existing Issuer and/or L&Q and approved by the Bond Trustee, in its sole and absolute discretion, or required by the Bond Trustee;
(ii) a supplemental agency agreement (the First Supplemental Agency Agreement) 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 may be requested by the Existing Issuer and/or L&Q and approved by the Bond Trustee, in its sole and absolute discretion, or required by the Bond Trustee;
(iii) a supplemental account agreement (the First Supplemental Account Agreement) 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 may be requested by the Existing Issuer and/or L&Q and approved by the Bond Trustee, in its sole and absolute discretion, or required by the Bond Trustee;
(iv) a security agreement (the Security Agreement) 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 may be requested by L&Q and approved by the Security Trustee, in its sole and absolute discretion, or required by the Security Trustee;
(v) a deed of accession (the Deed of Accession) 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 may be requested by L&Q and approved by the Security Trustee, in its sole and absolute discretion, or required by the Security Trustee; and
(vi) an apportionment certificate (the Apportionment Certificate) 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 may be requested by L&Q and approved by the Security Trustee, in its sole and absolute discretion, or required by the Security Trustee; and
(b) concur in, and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution (including, without limitation, all appropriate forms and other documents for the release of the existing security underlying the Bonds, and for the cancellation of the custody agreement dated 15 June 2012 between the Existing Issuer, the Bond Trustee and The Bank of New York Mellon as custodian, and the cancellation of the Loan Agreement);
4. (subject to paragraph 7 of this Extraordinary Resolution):
(a) acknowledges that, in connection with the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution:
(i) the existing legal mortgages over the Existing Charged Properties will be released and new, first-ranking, legal mortgages will be granted, under the Security Agreement, over the Charged Properties in their place;
(ii) no due diligence, investigation or other checks will be carried out by or on behalf of the Solicitation Agents, the Bond Trustee or the Security Trustee to verify the title of L&Q to the Charged Properties, the absence of any adverse matters relating thereto or the absence of any other security or other third party interest in the Charged Properties; and
(iii) no fresh valuation of the Charged Properties will be carried out in connection with the Consent Solicitation and the modifications referred to in paragraph 1 of this Extraordinary Resolution;
(b) directs the Bond Trustee to accept and place full reliance on as sufficient evidence thereof a certificate, dated the date of the Security Agreement, signed by two Authorised Signatories (as defined in the First Supplemental Trust Deed) of L&Q and confirming that, as at a date not more than seven days before the date of such certificate, the Minimum Value of the Charged Properties was not less than the aggregate principal amount of the Bonds outstanding and that L&Q is therefore in compliance with the Asset Cover Test;
(c) approves the acceptance of and reliance on such certificate and the absence of any due diligence, investigation or other checks, as described above; and
(b) exonerates the Bond Trustee, the Security Trustee and the Solicitation Agents from any duty to conduct any such due diligence, investigation or other checks as are referred to in paragraph 4(a) of this Extraordinary Resolution or to call for any further evidence of the matters set out in the certificate referred to in paragraph 4(b) of this Extraordinary Resolution, and (in either case) from any liability in respect thereof;
5. (subject to paragraph 7 of this Extraordinary Resolution) sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Existing Issuer, whether or not such rights arise under the Existing Bond Trust Deed, the Existing Agency Agreement or otherwise, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;
6. discharges and exonerates the Bond Trustee and the Security Trustee from all liability for which either of them may have become or may become responsible under the Existing Bond Trust Deed, the Existing Security Trust Deed or otherwise in respect of any act or omission in connection with this Extraordinary Resolution, its implementation (including the modifications referred to in paragraph 1 of this Extraordinary Resolution) or any other power or right conferred pursuant to, or arising out of, this Extraordinary Resolution;
7. declares that the implementation of this Extraordinary Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution;
(b) the Consent Solicitation not having been terminated in accordance with its terms; and
(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 8 of this Extraordinary Resolution with the exception of resolution 7(c) of this Extraordinary Resolution at the adjourned Meeting, and in place of the foregoing provisions of resolution 7(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
8. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:
Asset Cover Test has the meaning given in the First Supplemental Trust Deed;
Borrower means East Homes Limited as borrower, under the Loan Agreement, of the proceeds of the issue of the Bonds, and which (i) amalgamated with East Thames Group Limited on 4 November 2016 to form East Thames Limited and (ii) transferred its engagements (in accordance with section 110 of the Co-operative and Community Benefit Societies Act 2014) to L&Q on 31 March 2018;
Charged Properties means the properties (currently forming part of the Existing Charged Properties) over which fresh security will be created by L&Q, pursuant to the Security Agreement, to secure L&Q's obligations under, amongst other things, the Bonds;
Consent Solicitation means the invitation by L&Q 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;
Consent Solicitation Memorandum means the consent solicitation memorandum dated 29 November 2018 prepared by L&Q in relation to the Consent Solicitation;
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 Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation;
Existing Charged Properties means the properties which are currently mortgaged or charged by L&Q under the Existing Security Trust Deed to secure L&Q's obligations to the Existing Issuer under the Loan Agreement;
Existing Security Trust Deed means the Security Trust Deed dated 16 March 2006 between, inter alios, the Borrower and the Security Trustee;
Ineligible Bondholder means each Bondholder who is not a person to whom the Consent Solicitation is being made, on the basis that such Bondholder is either (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom the Consent Solicitation cannot otherwise be lawfully made or that may not lawfully participate in the Consent Solicitation;
Loan Agreement has the meaning given in the Conditions;
Minimum Value has the meaning given in the First Supplemental Trust Deed;
Securities Act means the U.S. Securities Act of 1933, as amended;
Security Trustee means Prudential Trustee Company Limited as security trustee; and
Solicitation Agents means Barclays Bank PLC and RBC Europe Limited as solicitation agents in respect of the Consent Solicitation."
BACKGROUND
Background to, and rationale for, the Meeting and the Consent Solicitation
The Existing Issuer has convened the Meeting for the purpose of enabling the holders of the Bonds to consider and resolve, if they think fit, to pass the Extraordinary Resolution.
In December 2016, East Thames Limited, the parent of the Existing Issuer and the borrower (under the Loan Agreement) of the net proceeds from the issue of the Bonds, merged with L&Q. As part of the merger, the Existing Issuer became a wholly-owned subsidiary of L&Q and, in March 2018, East Thames Limited transferred its engagements to L&Q (in accordance with section 110 of the Co-operative and Community Benefit Societies Act 2014), including its obligations as borrower under the Loan Agreement. The Bonds continue to be obligations of the Existing Issuer.
In the Consent Solicitation, L&Q is seeking to make the Bonds direct obligations of L&Q with the objective of simplifying its corporate and funding structure and aligning the Bonds with the terms by which its most recent and existing listed debt obligations have been issued and are governed.
The Proposed Amendments and Implementation
The purpose of the Meeting and the Consent Solicitation is:
(i) to modify the terms and conditions of the Bonds, and the other documents relating to the Bonds, to provide for:
(a) the substitution of L&Q in place of the Existing Issuer as issuer of the Bonds; and
(b) certain changes to the Conditions and the other documents relating to the Bonds to align the Bonds with the terms of L&Q's most recent bond issue; and
(ii) to approve the release of the security underlying the Bonds in connection with the modifications referred to in (i) above and the re-granting of security by L&Q over the Charged Properties (the value of the Charged Properties being at least the requisite minimum to comply with the Asset Cover Test under the Bonds),
(together, the Proposed Amendments).
If the Extraordinary Resolution is passed and the other conditions set out in paragraph 7 of the Extraordinary Resolution are satisfied, L&Q and the Existing Issuer intend to implement the Proposed Amendments by the execution and, where applicable, delivery, of the following documents on or shortly after the date of the Meeting:
(a) the First Supplemental Trust Deed (which will amend and restate the Existing Bond Trust Deed and the Conditions);
(b) the First Supplemental Agency Agreement (which will amend and restate the Existing Agency Agreement);
(c) the First Supplemental Account Agreement (which will amend and restate the Existing Account Agreement);
(d) the Security Agreement (which will be supplemental to the security trust deed dated 6 December 2016 (the L&Q Security Trust Deed) between, inter alios, L&Q and the Security Trustee, and under which L&Q will grant first legal mortgages over the Charged Properties in favour of the Security Trustee to secure its obligations under the Bonds and certain other transaction documents); and
(e) the Deed of Accession and the Apportionment Certificate (which will be supplemental to the L&Q Security Trust Deed and will have the effect of allocating, for the purpose of the L&Q Security Trust Deed, the security created by the Security Agreement to be for the benefit of the Bond Trustee (for itself and on behalf of the Bondholders), the Principal Paying Agent and the Account Bank),
(together, the Amendment Documents).
Bondholders are advised to review the draft Amendment Documents in full before any decision is made with respect to the Extraordinary Resolution. Such documents are available as described under "General" below.
CONSENT SOLICITATION
L&Q has invited Eligible Bondholders to vote in respect of and, if thought fit, to consent to the approval of the Extraordinary Resolution at the Meeting, as further described in the Consent Solicitation Memorandum.
The Consent Solicitation is only being made, and 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 Eligible Bondholders.
Eligible Bondholders may obtain, from the date of this Notice, a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Bondholder will be required to provide confirmation as to his or her status as an Eligible Bondholder.
Pursuant to the Consent Solicitation, each Eligible Bondholder from whom a valid Consent Instruction (as defined in the Consent Solicitation Memorandum) in respect of the Extraordinary Resolution is received by the Tabulation Agent by the deadline specified in the Consent Solicitation Memorandum will, subject to the conditions set out in the Consent Solicitation Memorandum (including the condition that the Extraordinary Resolution is passed), be eligible to receive payment of an amount equal to 0.10 per cent. of the principal amount of the Bonds that are the subject of such Consent Instruction (the Work Fee), all as more fully described in the Consent Solicitation Memorandum.
RESULTS OF CONSULTATION WITH A SPECIAL COMMITTEE OF THE INVESTMENT ASSOCIATION
The Consent Solicitation has been considered by a Special Committee (the Special Committee) of The Investment Association (the IA) at the request of L&Q. The members of the Special Committee, who hold in aggregate approximately 57.8 per cent. of the aggregate principal amount of the Bonds currently outstanding, have examined the Consent Solicitation, the Extraordinary Resolution and the Proposed Amendments. They have informed L&Q that (i) they find the Proposed Amendments acceptable; and (ii) subject to client and other approvals, they intend to vote in favour of the Extraordinary Resolution in respect of their holdings of the Bonds. The Special Committee has advised L&Q that this relates only to the proposals set out in the Consent Solicitation Memorandum with respect to the Bonds and not to any future offers or proposals which L&Q and/or the Existing Issuer may make.
INELIGIBLE BONDHOLDER PAYMENT
Ineligible Bondholder Payment
Any Bondholder who is not an Eligible Bondholder, on the basis that such Bondholder is either (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom the Consent Solicitation cannot otherwise be lawfully made or that may not lawfully participate in the Consent Solicitation (each an Ineligible Bondholder), may not participate in the Consent Solicitation or be eligible to receive the Work Fee.
However, any Ineligible Bondholder may be eligible, to the extent permitted by applicable laws and regulations, to receive an equivalent amount to the applicable Work Fee (which is an amount equal to 0.10 per cent. of the principal amount of the Bonds that are the subject of the relevant Ineligible Bondholder Confirmation (as defined below)) (the 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 that is received by the Tabulation Agent by 5.00 p.m. (London time) on 13 December 2018 (the Ineligible Instruction Deadline) and is not subsequently revoked.
Only Ineligible Bondholders may submit Ineligible Bondholder Confirmations and be eligible to receive the Ineligible Bondholder Payment. Eligibility for the Ineligible Bondholder Payment is subject in each case to the Extraordinary Resolution being passed at the Meeting (or any adjourned Meeting) and the other conditions to the Extraordinary Resolution (as set out in paragraph 7 of the Extraordinary Resolution) being satisfied.
Where payable, Ineligible Bondholder Payments are expected to be paid by L&Q to the relevant Ineligible Bondholders by no later than the fifth business day following the passing of the Extraordinary Resolution at the Meeting or (if applicable) adjourned Meeting.
By delivering, or arranging for the delivery on its behalf, of an Ineligible Bondholder Confirmation by the Ineligible Instruction Deadline, an Ineligible Bondholder will:
(A) waive its right to attend and vote (or be represented) at the Meeting (as the consequence of the eligibility condition set out in paragraph 7(c) of the Extraordinary Resolution is that the Extraordinary Resolution will only be implemented where it is passed irrespective of any participation at the Meeting by Ineligible Bondholders, such that the attendance and voting at the Meeting by an Ineligible Bondholder will be of no consequence for such implementation); and
(B) be deemed to agree, acknowledge and represent to the Existing Issuer, L&Q, the Solicitation Agents, the Tabulation Agent, the Bond Trustee, the Security Trustee and the Principal Paying Agent that:
(i) it is an Ineligible Bondholder;
(ii) it is not a Sanctions Restricted Person (as defined below);
(iii) none of the Existing Issuer, L&Q, the Solicitation Agents, the Tabulation Agent, the Bond Trustee, the Security Trustee and the Principal Paying Agent has given it any information with respect to the Extraordinary Resolution save (in the case of the Existing Issuer) as expressly set out in this Notice, nor has any of them expressed any opinion about the terms of the Extraordinary Resolution or made any recommendation to it as to whether it should participate at the Meeting, or whether to vote in favour of or against (or how to vote in respect of) the Extraordinary Resolution;
(iv) it has made its own decision based on financial, tax or legal advice it has deemed necessary to seek and is assuming all the risks inherent in participating in the Extraordinary Resolution; and
(v) no information has been provided to it by the Existing Issuer, L&Q, the Solicitation Agents, the Tabulation Agent, the Bond Trustee, the Security Trustee, the Principal Paying Agent or any of their respective directors, officers, employees, agents, representatives or affiliates with regard to the tax consequences for Bondholders arising from the implementation of the Extraordinary Resolution or the receipt by it of the Ineligible Bondholder Payment (if applicable), and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its receipt of any Ineligible Bondholder Payment, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Existing Issuer, L&Q, the Solicitation Agents, the Tabulation Agent, the Bond Trustee, the Security Trustee or the Principal Paying Agent, any of their respective directors, officers, employees, agents, representatives or affiliates, or any other person in respect of such taxes and payments.
To be eligible to receive the Ineligible Bondholder Payment, each Bondholder who submits an Ineligible Bondholder Confirmation must not attend, or seek to attend, the Meeting in person or make any other arrangements to be represented at the Meeting. Ineligible Bondholders may choose to attend and vote at the Meeting in person or to make other arrangements to be represented or to vote at the Meeting in accordance with the provisions for meetings of Bondholders set out in Schedule 3 to the Existing Bond Trust Deed and as further described in this Notice. However, any such Bondholder will not be eligible to receive the Ineligible Bondholder Payment, irrespective of whether such Ineligible Bondholder has delivered an Ineligible Bondholder Confirmation.
For the purposes of this Notice:
(i) Sanctions Authority means:
(a) the United States government;
(b) the United Nations;
(c) the European Union (or any of its member states including, without limitation, the United Kingdom);
(d) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; or
(e) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury; and
(ii) Sanctions Restricted Person means each person or entity (a Person):
(a) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions); or
(b) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (I) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the SSI List), (II) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014 (the EU Annexes), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes.
Submission of Ineligible Bondholder Confirmations
The Bonds are held by a common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking SA (Clearstream, Luxembourg). The submission of Ineligible Bondholder Confirmations (as defined below) will be deemed to have occurred upon receipt by the Tabulation Agent from Euroclear or Clearstream, Luxembourg, as applicable, of a valid confirmation (an Ineligible Bondholder Confirmation) submitted in accordance with the requirements of Euroclear or Clearstream, Luxembourg, as applicable. Each such Ineligible Bondholder Confirmation must specify, among other things, the aggregate principal amount of the Bonds to which such Ineligible Bondholder Confirmation relates and the securities account number at Euroclear or Clearstream, Luxembourg, as applicable, in which the relevant Bonds are held. The receipt of such Ineligible Bondholder Confirmation by Euroclear or Clearstream, Luxembourg, as applicable, will be acknowledged in accordance with the standard practices of Euroclear or Clearstream, Luxembourg, as applicable, and will result in the blocking of the relevant Bonds in the relevant Ineligible Bondholder's account with Euroclear or Clearstream, Luxembourg, as applicable, so that no transfers may be effected in relation to such Bonds until the earlier of (i) the date on which the relevant Ineligible Bondholder Confirmation is validly revoked (including their automatic revocation on the termination of the Consent Solicitation) and (ii) the conclusion of the Meeting (or, if applicable, any adjourned Meeting).
Only Direct Participants (as defined under "Voting and Quorum" below) may submit Ineligible Bondholder Confirmation. Each beneficial owner of Bonds who is an Ineligible Bondholder and is not a Direct Participant, must arrange for the Direct Participant through which such beneficial owner of Bonds who is an Ineligible Bondholder holds its Bonds to submit an Ineligible Bondholder Confirmation on its behalf to Euroclear or Clearstream, Luxembourg, as applicable, before the deadlines specified by the relevant clearing system.
Ineligible 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 submit an Ineligible Bondholder Confirmation by the deadline specified above. The deadlines set by any such intermediary and each clearing system for the submission and revocation of Ineligible Bondholder Confirmation will be earlier than the deadline specified above.
GENERAL
Copies of (i) the Existing Bond Trust Deed, the Existing Agency Agreement, the Existing Account Agreement, the Loan Agreement, the Existing Security Trust Deed and the L&Q Security Trust Deed; and (ii) the current drafts of each of the Amendment Documents, each as referred to in the Extraordinary Resolution set out above, are also available for inspection by Bondholders (a) on and from the date of this Notice up to and including the date of the Meeting, at the specified offices of the Tabulation Agent during normal business hours on any week day (Saturdays, Sundays and public holidays excepted) up to and including the date of the Meeting and (b) at the Meeting and at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom for 15 minutes before the Meeting. Any revised version of any Amendment Document will be made available as described above and marked to indicate changes to the draft made available on the date of this Notice, and will supersede the previous draft of the relevant document and Bondholders will be deemed to have notice of any such changes.
The attention of Bondholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Meeting or any meeting held following any adjournment of the Meeting, which are set out in "Voting and Quorum" below. Having regard to such requirements, Bondholders are strongly urged either to attend the Meeting or to take steps to be represented at the Meeting (including by way of submitting Consent Instructions or Ineligible Bondholder Confirmations) as soon as possible.
BOND TRUSTEE, SECURITY TRUSTEE AND PRINCIPAL PAYING AGENT
None of the Bond Trustee, the Security Trustee, the Principal Paying Agent or any of their respective directors, officers, employees, agents, representatives or affiliates has been involved in the formulation of, expresses any opinion on the merits of, or makes any representation whatsoever regarding, the Extraordinary Resolution or makes any recommendation as to whether Bondholders should participate in the Consent Solicitation or otherwise participate at the Meeting. Nothing in this Notice should be construed as a recommendation to Bondholders to vote in favour of, or against, the Extraordinary Resolution, or to participate in the Consent Solicitation or otherwise participate at the Meeting.
None of the Bond Trustee, the Security Trustee and the Principal Paying Agent has reviewed, nor will it be reviewing, any documents relating to the Consent Solicitation and/or the Extraordinary Resolution, except (in the case of the Bond Trustee) this Notice, the First Supplemental Trust Deed, the First Supplemental Agency Agreement, the First Supplemental Account Agreement and the Apportionment Certificate or (in the case of the Security Trustee) the Security Agreement, the Deed of Accession and the Apportionment Certificate. None of the Bond Trustee, the Security Trustee, the Principal Paying Agent or any of their respective directors, officers, employees, agents, representatives or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, the Extraordinary Resolution, the Existing Issuer, L&Q, the Bonds or the factual statements contained in, or the effect or effectiveness of, this Notice or any other documents referred to in this Notice or assumes any responsibility for any failure by the Existing Issuer or L&Q to disclose events that may have occurred and may affect the significance or accuracy of such information. The Bond Trustee has however authorised it to be stated that, on the basis of the information contained in this Notice, it has no objection to the Extraordinary Resolution, as set out in this Notice, being put to Bondholders for their consideration.
VOTING AND QUORUM
Bondholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Consent Instruction or Ineligible Bondholder Confirmation in respect of the Extraordinary Resolution by 5.00 p.m. (London time) on 28 December 2018 (the Expiration Deadline), by which they will (i) (in the case of Consent Instructions) have given instructions for the appointment of one or more representatives of the Tabulation Agent by the Principal Paying Agent as their proxy to vote in the manner specified or identified in such Consent Instruction at the Meeting (or any adjourned Meeting) or (ii) (in the case of Ineligible Bondholder Confirmations) waived such rights, need take no further action to be represented at the Meeting (or any adjourned Meeting).
Bondholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) a Consent Instruction or Ineligible Bondholder Confirmation should take note of the provisions set out below detailing how such Bondholders can attend or take steps to be represented at the Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any adjourned such Meeting).
1. Subject as set out below, the provisions governing the convening and holding of the Meeting (the Meeting Provisions) are set out in Schedule 3 to the Existing Bond Trust Deed, copies of which are available from the date of this Notice to the conclusion of the Meeting (or any adjourned Meeting) as referred to above. For the purposes of the Meeting, a Bondholder means a Direct Participant.
2. All of the Bonds are represented by a global bond held by a common safekeeper for Euroclear and Clearstream, Luxembourg. For the purposes of this Notice, a Direct Participant means each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of the Bonds.
A Direct Participant or beneficial owner of Bonds wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate or certificates issued by a Paying Agent relating to the Bonds in respect of which it wishes to vote.
A Direct Participant or beneficial owner of Bonds not wishing to attend the Meeting in person may either deliver its valid voting certificate(s) to the person whom it wishes to attend on its behalf or the Direct Participant may (or the beneficial owner of the relevant Bonds may arrange for the relevant Direct Participant on its behalf to) give a voting instruction or an instruction to abstain from voting (by giving an instruction (an Electronic Instruction) to block its Bonds and to vote or abstain in respect of the Meeting to Euroclear or Clearstream, Luxembourg in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable) requiring a Paying Agent to include the votes attributable to its Bonds or intention to abstain in respect of its Bonds in a block voting instruction issued by the Paying Agent for the Meeting or any adjourned Meeting, in which case the Paying Agent shall appoint a proxy to attend and vote or abstain at the Meeting in accordance with such Direct Participant's instructions.
A Direct Participant must request the relevant clearing system to block the relevant Bonds in its account and to hold the same to the order or under the control of the relevant Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of such Meeting. In the case of Electronic Instructions, such blocking instructions are part of the electronic instructions that must be given and as part of any such electronic instructions each Bondholder must also confirm whether it is an Eligible Bondholder or an Ineligible Bondholder for the purposes of the Consent Solicitation. Bonds so blocked will not be released until the earlier of:
(i) the conclusion of the Meeting (or, if applicable, any adjourned Meeting); and
(ii) in respect of:
(A) voting certificate(s), the surrender to the relevant Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such any other manner with the rules of the relevant clearing system relating to such surrender; or
(B) voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjourned Meeting) is convened, the notification in writing of any revocation of a Direct Participant's previous instructions to the relevant Paying Agent and the same then being notified in writing by the relevant Paying Agent to the Existing Issuer at least 24 hours 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 the relevant Paying Agent to be held to its order or under its control.
Bondholders should note that voting instructions (unless validly revoked) given and voting certificates obtained in respect of the Meeting shall remain valid for any adjourned Meeting.
3. The quorum required at the Meeting is one or more persons present and holding or representing in the aggregate not less than 75 per cent. of the principal amount of the Bonds for the time being outstanding. If a quorum is not present within 15 minutes (or such longer period not exceeding 30 minutes as the chairman of the Meeting may decide) after the time appointed for the Meeting, the Meeting will be adjourned for a period of not less than 13 clear days and not more than 42 clear days, and to such place as may be appointed by the chairman of the Meeting, and the Extraordinary Resolution will be considered at such adjourned Meeting (notice of which will be given to the Bondholders in accordance with the Existing Bond Trust Deed). The quorum at any adjourned Meeting will be one or more persons present and holding or representing in the aggregate not less than 25 per cent. of the principal amount of the Bonds for the time being outstanding. The holding of any adjourned Meeting will be subject to the Existing Issuer giving at least 10 clear days' notice in accordance with the Meeting Provisions that such adjourned Meeting is to be held.
4. Every question submitted to the Meeting shall be decided in the first instance by a show of hands.
A poll may (before or on the declaration of the result of the show of hands) be demanded by the chairman of the Meeting, the Existing Issuer, the Bond Trustee or any person present and holding or representing Bonds (whatever the principal amount of the Bonds so held or represented by them).
Unless a poll is duly demanded as described above, 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, (A) on a show of hands every person who is present in person and produces a voting certificate or is a proxy or representative shall have one vote and (B) on a poll every person who is so present shall have one vote in respect of each £1.00 in principal amount of the Bonds so represented by the voting certificate or in respect of which that person is a proxy or representative.
5. To be passed at the Meeting, the Extraordinary Resolution requires a majority in favour consisting of not less than 75 per cent. of the votes cast. If passed, the Extraordinary Resolution shall be binding on all Bondholders (whether or not present or represented at the Meeting and whether or not voting on the Extraordinary Resolution).
For the purposes of this Notice:
24 hours means a period of 24 hours including all or part of a day on which banks are open for business in London, Luxembourg and Brussels (disregarding for this purpose the day on which the meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included all or part of a day on which banks are open for business in London, Luxembourg and Brussels;
48 hours means a period of 48 hours including all or part of two days on which banks are open for business in London, Luxembourg and Brussels (disregarding for this purpose the day on which the meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included all or part of two days on which banks are open for business in London, Luxembourg and Brussels;
clear days means, in respect of any period, that no account shall be taken of the day on which the period commences or the day on which the period ends;
This Notice is given by East Finance PLC. Bondholders should contact the following for further information:
The Solicitation Agents
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Telephone: +44 20 3134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com
RBC Europe Limited
Riverbank House
2 Swan Lane
London EC4R 3BF
United Kingdom
Telephone: +44 20 7029 0165
Attention: Liability Management
Email: liability.management@rbccm.com
The Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson
Email: lqgroup@lucid-is.com
The Principal Paying Agent
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
United Kingdom
Dated: 29 November 2018
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