RCS - Canary Wharf Grp IH - CWGIH Announces Successful Consent Solicitation

Deutsche Bank AGAnnouncement

04/12/2024 12:15

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RNS Number : 8010O  Canary Wharf Group Investment Hldgs  04 December 2024

Canary Wharf Group Investment Holdings plc
(a public limited liability company incorporated under the laws of England and
Wales with registered number 05043352)

ANNOUNCEMENT OF RESULTS OF THE SOLICITATION OF CONSENTS

4 December 2024

Further to the announcement by Canary Wharf Group Investment Holdings plc (the
"Issuer") on 22 November 2024 of the solicitation of consents (the
"Solicitation") from:

(i)    the holders (the "2026 Noteholders") of its €300,000,000 1.750%
Senior Secured Notes due 2026 (Regulation S - ISIN: XS2327414061/Common Code:
232741406; 144A - ISIN: XS2327414228/Common Code: 232741422) (the "2026
Notes"); and

(ii)   the holders (the "2028 Noteholders" and, together with the 2026
Noteholders, the "Noteholders") of its £300,000,000 3.375% Senior Secured
Notes due 2028 (Regulation S - ISIN: XS2327414731/Common Code: 232741473; 144A
- ISIN: XS2327414814/Common Code: 232741481) (the "2028 Notes" and, together
with the 2026 Notes, the "Notes")

 

to separately approve certain Proposed Amendments on the terms and subject to
the conditions set out in a consent solicitation statement dated 22 November
2024 (the "Consent Solicitation Statement"), the Issuer hereby announces the
final results of the Solicitation. The Solicitation expired at 4:00 p.m.,
London time, on 3 December 2024. Capitalised terms used in this announcement
but not otherwise defined have the meanings given to them in the Consent
Solicitation Statement.

The Issuer hereby announces that it received the Requisite Consents at or
prior to the Expiration Time and, therefore, each of the 2026 Notes Resolution
and the 2028 Notes Resolution was passed by way of electronic consent.

 Series of   Amount outstanding((1))  Participation in Solicitation  % of aggregate principal amount of Notes outstanding

Notes
 2026 Notes  €300,000,000             €285,521,000                   95.17%
 2028 Notes  £300,000,000             £286,785,000                   95.60%

_____________________________________

(1)           For the purpose of the Solicitation, the aggregate
principal amount of 2026 Notes deemed to be outstanding was €300,000,000 and
the aggregate principal amount of 2028 Notes deemed to be outstanding was
£300,000,000, in each case at the Expiration Time. None of the Notes were
held by the Issuer or any of its subsidiaries at the Expiration Time.

Noteholders, who have validly delivered their Consents at or prior to the
Expiration Time and have not validly revoked such Consents, will receive a
Consent Fee of (i) 0.25% of the principal amount of 2026 Notes for which valid
Consents have been delivered at or prior to the Expiration Time and not
validly revoked; and (ii) 0.25% of the principal amount of 2028 Notes for
which valid Consents have been delivered at or prior to the Expiration Time
and not validly revoked.

The Issuer also hereby announces the satisfaction of the Settlement
Conditions, including the implementation of the Proposed Amendments by way of
execution of the Supplemental Trust Deed on 4 December 2024.

The settlement of the Solicitation shall occur on

6 December 2024
(the "Settlement Date")

On the Settlement Date, the Consent Fee will be paid to Noteholders who
validly delivered Consents at or prior to the Expiration Time, and the ECL
Rights will be granted as further described in the Consent Solicitation
Statement.

The payment of the Consent Fee and the granting of the ECL Rights remain
conditional on the satisfaction of the General Conditions as set out in the
Consent Solicitation Statement, which are satisfied as of the date hereof and
which the Issuer expects to remain satisfied on the Settlement Date.

The Solicitation Agents are:

 

 Citigroup Global Markets Limited              Deutsche Bank AG, London Branch

 Citigroup Centre                              21 Moorfields

Canada Square, Canary Wharf
London EC2Y 9DB

London E14 5LB
United Kingdom

United Kingdom

Attention: Liability Management Group
Phone: +44 207 545 8011

Phone: +44 20 7986 8969

Toll Free: +1 800 558 3745

Collect: +1 212 723 6106

E-mail: liabilitymanagement.europe@citi.com

The Information and Tabulation Agent is:

 

 

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Attn: Owen Morris

Confirmation by Telephone: +44 20 7704 0880

Email: canarywharf@is.kroll.com

Solicitation Website: https://deals.is.kroll.com/canarywharf

 

The announcement is made by:

Canary Wharf Group Investment Holdings plc
One Canada Square

Canary Wharf

London, E14 5AB

United Kingdom

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE
SOLICITATION.

None of the Solicitation Agents, the Information and Tabulation Agent, the
Trustee or the Issuer takes any responsibility for the contents of this
announcement and none of the Solicitation Agents, the Information and
Tabulation Agent, the Trustee, the Issuer or any of their respective
directors, employees or affiliates makes any representation or recommendation
whatsoever regarding the Solicitation, or any recommendation as to whether
Noteholders should provide their consent in the Solicitation.

This announcement must be read in conjunction with the Consent Solicitation
Statement. This announcement and the Consent Solicitation Statement contain
important information which should be read carefully before any decision is
made with respect to the Solicitation. If any Noteholder is in any doubt as to
the action it should take, it is recommended to seek its own advice, including
as to any tax consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent adviser.

This announcement is directed only at persons who (i) have professional
experience in matters relating to investments (being investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Financial Promotion
Order")), (ii) fall within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Financial Promotion Order, (iii)
fall within Article 43 of the Financial Promotion Order, (iv) are outside the
United Kingdom or (v) are persons to whom an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the
Financial Services and Markets Act 2000 (the "FSMA")) may otherwise lawfully
be communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). The investment or investment activity to
which this announcement relates is only available to and will only be engaged
in with relevant persons and persons who receive this announcement who are not
relevant persons should not rely or act upon it.

Neither the announcement nor the Notes have been registered under the U.S.
Securities Act of 1933, as amended or any other securities laws. This
announcement is not a solicitation of consent with respect to Notes and does
not constitute an invitation to participate in the Solicitation in or from any
jurisdiction in or from which, or to or from any person to or from whom, it is
unlawful to make such invitation under applicable securities laws. The
Solicitation is being made solely pursuant to the Consent Solicitation
Statement, which sets forth a detailed statement of the terms of the
Solicitation.

The distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement comes are
required to inform themselves about, and to observe, any such restrictions.

For the avoidance of doubt, none of the Solicitation Agents, the Information
and Tabulation Agent or the Trustee expresses any opinion on the merits (or
otherwise) of the Solicitation. None of the Solicitation Agents, the
Information and Tabulation Agent or the Trustee is responsible for the
accuracy, completeness, validity or correctness of the information contained
in this announcement, or the effect or effectiveness of, this announcement or
any other documents referred to in this announcement or assume any
responsibility for any failure by the Issuer to disclose events that may have
occurred and may affect the significance or accuracy of such information or
the terms of the Solicitation.

The information contained in this announcement has not been independently
verified. The Solicitation Agents are under no obligation to update or keep
current the information contained herein. No representation, warranty or
undertaking, expressed or implied, is or will be made by any of the
Solicitation Agent, or any of their respective affiliates, advisors or
representatives as to, and no reliance should be placed on, the truth,
fairness, accuracy, completeness or correctness of the information or the
opinions contained herein (and whether any information has been omitted from
this announcement). Neither the Solicitation Agents nor their respective
directors, officers, employees, officials, affiliates, advisers or connected
persons accepts any liability for any loss howsoever arising, directly or
indirectly, from any use of this announcement or its contents or otherwise
arising in connection with this announcement. The Solicitation Agents
accordingly disclaim all and any liability whatsoever, whether arising in
tort, contract or otherwise for any loss howsoever arising, directly or
indirectly, from any use of this announcement or its contents or otherwise
arising in connection with this announcement. The Solicitation Agents have not
authorised the contents of, or any part of, this announcement.

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