REG - Annington Funding - Annington Funding Announces Noteholder Meetings

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RNS Number : 8783L  Annington Funding PLC  06 June 2025

6 June 2025

ANNINGTON FUNDING PLC

(THE "ISSUER")

announces Noteholder Meetings for its

£600,000,000 3.184 per cent. notes due 12 July 2029 (ISIN: XS1645518652) (the
"2029 Notes")

£400,000,000 2.308 per cent. notes due 6 October 2032 (ISIN: XS239361830)
(the "2032 Notes")

£625,000,000 3.685 per cent. notes due 12 July 2034 (ISIN: XS1645518736) (the
"2034 Notes")

£760,000,000 3.935 per cent. notes due 12 July 2047 (ISIN: XS1645518819) (the
"2047 Notes")

£400,000,000 2.924 per cent. notes due 6 October 2051 (ISIN: XS2393618462)
(the "2051 Notes")

in each case, issued by the Issuer and guaranteed by Annington Limited ("AL"),
Annington Property Limited ("APL") and Annington Homes Limited ("AHL" and
together with AL and APL, the "Guarantors" and each a "Guarantor") under the
Offeror's £5,000,000,000 Euro Medium Term Note Programme in each case
constituted (as applicable) by the trust deed dated 28 June 2017 between the
Issuer and the Guarantors and BNY Mellon Corporate Trustee Services as trustee
(the "Trustee") (the "2017 Trust Deed") as amended on 27 September 2021 (the
"2021 Trust Deed" and together with the 2017 Trust Deed, the "Trust Deeds")

(together, the "Outstanding Notes")

 

Capitalised terms not defined herein shall have the meaning given to them in
the Trust Deeds.

The Issuer has been notified of a resolution in writing (the "Written
Resolution") dated 16 April 2025 by or on behalf of beneficial holders
representing not less than three-fourths of the aggregate outstanding nominal
amount (the "Ad Hoc Group") of the Outstanding Notes resolving, among other
things, that BNY Mellon Corporate Trustee Services Limited be removed as
Trustee without cause or liability in relation to the Outstanding Notes
pursuant to the applicable provisions of the Trust Deeds.

Pursuant to the Trust Deeds the power to appoint a new trustee in respect of
the Outstanding Notes is vested in the Issuer but no person shall be appointed
as trustee who shall not previously have been approved by an Extraordinary
Resolution and in the event that the only trustee under the Outstanding Notes
which is a Trust Corporation has been removed by Extraordinary Resolution, the
Issuer and the Guarantors jointly undertake to use its best endeavours to
procure that a new trustee being a Trust Corporation is appointed as soon as
reasonably practicable thereafter.

In exercise of this power, the Issuer has today delivered to Euroclear and
Clearstream, Luxembourg notices of meetings of Noteholders in respect of each
of the Outstanding Notes (together, the "Noteholder Meetings") in accordance
with Condition 15 (Notices) of the Trust Deeds. The Noteholder Meetings are
being convened by the Issuer and will be held at the offices of Sullivan &
Cromwell LLP, 1 New Fetter Lane, London EC4A 1AN for the purpose of
considering and, if thought fit, passing resolutions to approve the
appointment of The Law Debenture Trust Corporation p.l.c. which will be
proposed as Extraordinary Resolutions in accordance with the provisions of the
Trust Deeds.

The Issuer has not been afforded the opportunity independently to verify that
the Written Resolution was duly passed as an Extraordinary Resolution in
accordance with paragraph 20 of Schedule 3 of the Trust Deeds and, therefore,
the Extraordinary Resolution proposed at this Meeting is wholly conditional
on, and if passed, will only become effective if sufficient information is
provided to the Issuer for it to be so satisfied and the Issuer is so
satisfied.  Until the Issuer is satisfied that the Written Resolution was
validly passed as an Extraordinary Resolution in accordance with, and
satisfies the requirements of, paragraph 20 of Schedule 3 of the Trust Deeds
with respect to the Outstanding Notes, the Issuer reserves the right to
consider the Written Resolution to be invalid and the purported removal of the
Trustee to be ineffective and accordingly that the Extraordinary Resolution
proposed at the Meeting, if passed, will not become effective unless and until
the Issuer is so satisfied.

 

The Meetings will commence at the times set out below:

 Description of the Outstanding Notes          ISIN          Maturity Date   Timing of relevant Noteholder Meeting
 £600,000,000 3.184 per cent. Notes due 2029   XS1645518652  12 July 2029    10:00 a.m. London time on 30 June 2025
 £400,000,000 2.308 per cent. Notes due 2032   XS239361830   6 October 2032  10:30 a.m. London time on 30 June 2025
 £625,000,000 3.685 per cent. Notes due 2034   XS1645518736  12 July 2034    11:00 a.m. London time on 30 June 2025
 £760,000,000 3.935 per cent. Notes due 2047   XS1645518819  12 July 2047    11:30 a.m. London time on 30 June 2025
 £400,000,000 2.924 per cent. Notes due 2051   XS2393618462  6 October 2051  12:00 noon London time on 30 June 2025

 

Noteholders are invited to participate in the applicable Noteholder Meetings
in accordance with the terms of the Trust Deeds and as set out in the notices
of the Noteholder Meetings delivered to Euroclear and Clearstream, Luxembourg.
The Issuer directs the Noteholders to the notice of the Noteholder Meetings
applicable to it, attached hereto as Appendices 1 - 5, and available on the
website of Kroll Issuer Services Limited (the "Information and Tabulation
Agent") at: https://deals.is.kroll.com/annington
(https://deals.is.kroll.com/annington) for further details.

This announcement is made by:

ANNINGTON FUNDING PLC as Issuer

Date: 6 June 2025

For further information, holders of the Outstanding Notes should contact:

 

Annington Funding plc

Hays Lane House

1 Hays Lane

London

SE1 2HB

 

 Investor Relations:  Stephen Leung
                      Chief Financial Officer
                      +44 (0)20 7960 7500

 Media:               annington@brunswickgroup.com (mailto:annington@brunswickgroup.com)

Annington Funding plc

                      Hays Lane House

                      1 Hays Lane

                      London

                      SE1 2HB

 

Appendices:

Appendix 1 -  NOTICE OF NOTEHOLDER MEETING to the holders of the
£600,000,000 3.184% Notes due 2029 (ISIN: XS1645518652) (the "2029 Notes")

Appendix 2 -  NOTICE OF NOTEHOLDER MEETING to the holders of the
£400,000,000 2.308% Notes due 6 October 2032 (ISIN: XS239361830) (the "2032
Notes")

Appendix 3 -  NOTICE OF NOTEHOLDER MEETING to the holders of the
£625,000,000 3.685% Notes due 12 July 2034 (ISIN: XS1645518736) (the "2034
Notes")

Appendix 4 -  NOTICE OF NOTEHOLDER MEETING to the holders of the
£760,000,000 3.935 per cent. notes due 12 July 2047 (ISIN: XS1645518819) (the
"2047 Notes")

Appendix 5 -  NOTICE OF NOTEHOLDER MEETING to the holders of the
£400,000,000  2.924% Notes due 6 October 2051 (ISIN: XS2393618462) (the
"2051 Notes")

 

APPENDIX 1

 

http://www.rns-pdf.londonstockexchange.com/rns/8783L_1-2025-6-6.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/8783L_1-2025-6-6.pdf)

 

 

APPENDIX 2

http://www.rns-pdf.londonstockexchange.com/rns/8783L_2-2025-6-6.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/8783L_2-2025-6-6.pdf)

APPENDIX 3

http://www.rns-pdf.londonstockexchange.com/rns/8783L_3-2025-6-6.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/8783L_3-2025-6-6.pdf)

APPENDIX 4

http://www.rns-pdf.londonstockexchange.com/rns/8783L_4-2025-6-6.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/8783L_4-2025-6-6.pdf)

APPENDIX 5

 

http://www.rns-pdf.londonstockexchange.com/rns/8783L_5-2025-6-6.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/8783L_5-2025-6-6.pdf)

 

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