REG - Peabody Capital No 2 Peabody Trust Peabody Capital PLC - Announcement of Consent Solicitation

M&GAnnouncement

27/01/2026 10:30

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RNS Number : 5390Q  Peabody Capital No 2 PLC  27 January 2026

Peabody Capital plc

Peabody Capital No 2 plc

NOT FOR DISTRIBUTION (A) IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN,
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE
U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA)
(THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR (B) IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

27 January 2026

ANNOUNCEMENT OF CONSENT SOLICITATION

BY

PEABODY CAPITAL PLC

(a public limited company incorporated in England and Wales, with registration
number 07495083 under the Companies Act 2006)

(Peabody Capital)

relating to its

£200,000,000 5.25 PER CENT. SECURED BONDS DUE 2043

presently outstanding

(being, as at the date of this announcement, £200,000,000 in principal
amount)

(XS0606218021) (the 2043 Bonds)

PEABODY CAPITAL NO 2 PLC

(a public limited company incorporated in England and Wales, with registration
number 08782139 under the Companies Act 2006)

(Peabody Capital 2 and, together with Peabody Capital, the Existing Issuers)

relating to its

£350,000,000 2.750 PER CENT. SECURED SUSTAINABILITY BONDS DUE 2034

presently outstanding

(being, as at the date of this announcement, £350,000,000 in principal
amount)

(XS2445848539) (the 2034 Bonds)

£450,000,000 3.25 PER CENT. SECURED BONDS DUE 2048

presently outstanding

(being, as at the date of this announcement, £350,000,000 in principal
amount)

(XS1875300912) (the 2048 Bonds)

£350,000,000 4.625 PER CENT. SECURED BONDS DUE 2053

presently outstanding

(being, as at the date of this announcement, £350,000,000 in principal
amount)

(XS1004042575) (the 2053 Bonds and, together with the 2043 Bonds, the 2034
Bonds and the 2048 Bonds, the Bonds)

It is announced today that:

(a)        Peabody Capital is convening a meeting of holders of the
2043 Bonds (the 2043 Bondholders); and

(b)        Peabody Capital 2 is convening separate meetings of:

(i)         holders of the 2034 Bonds (the 2034 Bondholders);

(ii)         holders of the 2048 Bonds (the 2048 Bondholders); and

(iii)        holders of the 2053 Bonds (the 2053 Bondholders and,
together with the 2043 Bondholders, the 2034 Bondholders and the 2048
Bondholders, the Bondholders),

in each case for the approval by Eligible Bondholders by Extraordinary
Resolution pursuant to the terms and conditions of the Bonds (the Conditions)
and the respective Bond Trust Deed constituting the Bonds, of a proposal (the
Proposal):

(a)        to substitute in its place Peabody Trust (the New Issuer) as
the principal debtor under such Bonds and the respective Bond Trust Deed (the
Substitution);

(b)        to amend the respective Conditions of such Bonds and to
amend (and, where appropriate, terminate) the respective Transaction Documents
(as defined in the relevant Bond Trust Deed), to reflect the Substitution and
to align certain terms with those of the New Issuer's existing bonds;

(c)        to approve the consolidation of the respective Security
Trust Deed (as referred to below) with certain other security trust deeds of
the New Issuer; and

(d)        to approve the de-listing of such Bonds from the Official
List of the Financial Conduct Authority (FCA) and the main market of the
London Stock Exchange plc (the LSE) and the application for such Bonds to be
admitted to trading on the International Securities Market of the LSE (the
ISM).

Capitalised terms used in this announcement and not otherwise defined herein
have the meanings given to them in the Consent Solicitation Memorandum
prepared by the Existing Issuers dated 27 January 2026 (the Consent
Solicitation Memorandum).

Background to, and reasons for, the Proposal

The 2043 Bonds were issued by Peabody Capital on 17 March 2011.  The issue
proceeds of the 2043 Bonds were on-lent to Peabody Trust (previously The
Governors of The Peabody Trust, prior to a deed of novation dated 4 November
2016 which transferred the rights and obligations of the Governors of The
Peabody Trust pursuant to the 2043 Peabody Loan Agreement to Peabody Trust)
pursuant to a Loan Agreement dated 17 March 2011 (as novated and amended on 4
November 2016) between Peabody Capital, Peabody Trust (previously The
Governors of The Peabody Trust as aforesaid) and M&G Trustee Company
Limited (previously Prudential Trustee Company Limited).  The 2043 Bonds are
secured, inter alia, by a specific allocation of legal mortgages created by
Peabody Trust over various of its housing stock pursuant to a Security Trust
Deed dated 3 April 2006, as amended and restated on 9 November 2016, and
entered into by, inter alios, Peabody Trust (previously The Governors of The
Peabody Trust) and M&G Trustee Company Limited (previously Prudential
Trustee Company Limited) (the 2016 Security Trust Deed).

The 2053 Bonds were issued by Peabody Capital 2 on 12 December 2013.  The
issue proceeds of the 2053 Bonds were on-lent to Peabody Trust (previously The
Governors of The Peabody Trust) pursuant to a Loan Agreement dated 12 December
2013 between Peabody Capital 2, Peabody Trust and M&G Trustee Company
Limited (previously Prudential Trustee Company Limited).  The 2053 Bonds are
secured, inter alia, by a specific allocation of legal mortgages created by
Peabody Trust over various of its housing stock pursuant to the 2016 Security
Trust Deed.

The 2048 Bonds were issued by Peabody Capital 2 on 14 September 2018.  The
issue proceeds of the 2048 Bonds were (or, in respect of the retained Bonds,
will be) on-lent to Peabody Trust pursuant to a Loan Agreement dated 14
September 2018 between Peabody Capital 2, Peabody Trust and M&G Trustee
Company Limited (previously Prudential Trustee Company Limited).  The 2048
Bonds are secured, inter alia, by a specific allocation of legal mortgages
created by Peabody Trust over various of its housing stock pursuant to the
2016 Security Trust Deed.

The 2034 Bonds were issued by Peabody Capital 2 on 2 March 2022.  The issue
proceeds of the 2034 Bonds were on-lent to Peabody Trust pursuant to a Loan
Agreement dated 2 March 2022 between Peabody Capital 2, Peabody Trust and
M&G Trustee Company Limited (the 2034 Peabody Loan Agreement).  The 2034
Bonds are secured, inter alia, by a specific allocation of legal mortgages
created by Peabody Trust over various of its housing stock pursuant to the
2016 Security Trust Deed.

Following a transfer of engagements from Catalyst Housing Limited on 3 April
2023, Peabody Trust become the issuer of its £400,000,000 3.125 per cent.
Secured Bonds due 2047 (the 2047 Bonds).  The 2047 Bonds are secured, inter
alia, by a specific allocation of legal mortgages created by Peabody Trust
over various of its housing stock pursuant to a Security Trust Deed dated 31
October 2017, as amended and restated on 16 February 2024, between, inter
alios, Peabody Trust and M&G Trustee Company Limited (the 2024 Security
Trust Deed).

Pursuant to a consent request letter dated 12 January 2026, the Bond Trustee
in respect of the 2047 Bonds has agreed, on behalf of the holder of the 2047
Bonds, to (a) the Consolidation subject to the consent of the Beneficiaries
and the Security Trustee under each of the other security trust deeds to be
consolidated with it and (b) the de-listing of the 2047 Bonds from the
Official List of the Financial Conduct Authority and the main market of the
London Stock Exchange plc and the application for the 2047 Bonds to be
admitted to trading on the International Securities Market of the London Stock
Exchange plc (the ISM) subject to the listing of, inter alia, the 2043 Bonds,
the 2048 Bonds and the 2053 Bonds also being moved to the ISM (the 2034 Bonds
already being listed on the ISM).

On 16 February 2024, Peabody Trust established its £1,000,000,000 Note
Programme (the Programme) for the purpose of issuing Notes into the capital
markets.  The Notes to be issued under the Programme will be:

(a)        issued by Peabody Trust;

(b)        (where secured) secured, inter alia, by a numerical
allocation of legal mortgages created by Peabody Trust over various of its
housing stock pursuant to the 2024 Security Trust Deed; and

(c)        admitted to trading on the ISM.

Peabody Trust wishes, going forwards, to have all of its borrowings which are
funded by the issue of listed securities in the capital markets:

(i)         entered into on substantially the same terms (save for
specific pricing and other commercial terms);

(ii)        issued directly by Peabody Trust;

(iii)        secured via the same security trust arrangements (i.e. the
2024 Security Trust Deed); and

(iv)       subject to the same ongoing listing requirements (i.e. those
of the ISM).

In respect of the Consolidation, the Peabody Group wishes to consolidate:

(a)      the 2016 Security Trust Deed;

(b)      the 2024 Security Trust Deed;

(c)      a security trust deed dated 22 June 2011 between, amongst
others, the Security Trustee and Peabody Trust (previously in its capacity as
Catalyst Communities Housing Association Limited); and

(d)      a security trust deed dated 17 June 2015 between, amongst
others, the Security Trustee and Town and Country Housing (previously in its
capacity as Rosebery Housing Association Limited).

Consolidation of each of the above security trust deeds requires, in each
case, the unanimous consent of all Beneficiaries of that security trust
deed.  Each bank funder which is a Beneficiary under one of the above
security trust deeds, each private placement funder which is a Beneficiary
under one of the above security trust deeds and which has consented to being
wall-crossed for such purposes and (as aforesaid) the Bond Trustee in respect
of the 2047 Bonds, have each given their consent to the Consolidation.

In the event that the Security Trustee does not receive the unanimous consent
and instructions from all Beneficiaries under any one or more of the above
security trust deeds, such security trust deed(s) will not be consolidated,
but the Peabody Group intends to complete the Consolidation in respect of all
the above security trust deeds where such unanimous Beneficiary consent and
instructions are received.

Consent conditions

The implementation of each Extraordinary Resolution is conditional on
satisfaction of the Consent Conditions, as detailed in the Consent
Solicitation Memorandum, and, in respect of the Consolidation, the Additional
Consolidation Condition.

In the event that, for any of the 2034 Bonds, the 2043 Bonds, the 2048 Bonds
and/or 2053 Bonds, the Consent Conditions are satisfied, but the Additional
Consolidation Condition is not satisfied, the Substitution, the Amendments and
the Re-listing, will take effect with respect to each series in respect of
which the Extraordinary Resolution is passed; the Consolidation of the 2016
Security Trust Deed will not take effect but, instead, the properties of the
Borrower which are specifically apportioned as security for the Borrower's
obligations to the relevant Existing Issuer under the Loan Agreement entered
into in connection with such Bonds pursuant to the 2016 Security Trust Deed
will be released, subject to properties of the New Issuer of an amount
sufficient to ensure the continued compliance of the applicable Asset Cover
Test being apportioned as security for the New Issuer's obligations under such
series pursuant to the 2024 Security Trust Deed (as otherwise consolidated, if
applicable).

Both Eligible Bondholders and Ineligible Bondholders attending or otherwise
represented and voting at each Meeting will be taken into consideration for
the purposes of determining whether the relevant quorum has been satisfied at
such Meeting (and any adjourned Meeting) and/or the requisite majority of
votes has been cast in favour of the relevant Extraordinary Resolution.  In
the event any Extraordinary Resolution is passed but the Eligibility Condition
is not satisfied, it is a term of that Extraordinary Resolution that the
relevant Meeting shall be adjourned on the same basis as for a Meeting where
the necessary quorum is not obtained.  In such event, the relevant
Extraordinary Resolution shall be proposed again to Bondholders at such
adjourned Meeting for the purposes of determining whether it can be passed
irrespective of the participation by Ineligible Bondholders at such adjourned
Meeting (and would also have been so passed if any Ineligible Bondholders who
provide confirmation only 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 such adjourned Meeting) and, if so, the
Eligibility Condition will be satisfied on such subsequent passing of the
relevant Extraordinary Resolution.  Bondholders should refer to the Notices
of Meeting for full details of the procedures in relation to the Meetings.

The Investment Association

Prior to the date of this announcement, the Proposal has been considered by a
Special Committee (the Special Committee) consisting of Bondholders and
convened by The Investment Association at the request of the Existing
Issuers.  The members of the Special Committee hold in aggregate
approximately:

(a)        40.65 per cent. of the aggregate principal amount of the
2043 Bonds currently outstanding;

(b)        31.87 per cent. of the aggregate principal amount of the
2034 Bonds currently outstanding;

(c)        44.47 per cent. of the aggregate principal amount of the
2048 Bonds currently outstanding; and

(d)        52.50 per cent. of the aggregate principal amount of the
2053 Bonds currently outstanding,

and have examined the Proposal and the Extraordinary Resolutions.  They have
informed each Existing Issuer that they find the Proposal acceptable and,
subject to internal and other approvals (including those of their underlying
investors, if applicable) and the Bondholders exercising their voting rights
in the best interests of their underlying investors at the point of voting (if
applicable), they intend to vote in favour of each applicable Extraordinary
Resolution in respect of their holdings of the Bonds.  As such, please bear
in mind that while Bondholders are asked to confirm, after due enquiry, the
amount of their holdings they will be able to commit to vote in favour of the
Proposal, any indication given by a Bondholder of its intention to vote is not
binding on the Bondholder.  The Special Committee has advised each Existing
Issuer that this recommendation relates only to the proposals set out in this
Consent Solicitation Memorandum with respect to the Bonds and not to any
future offers or proposals which any Existing Issuer or the New Issuer may
make.

Voting Fees

Each Existing Issuer will pay to each Eligible Bondholder in respect of its
Bonds from whom a valid Electronic Voting Instruction is received by the
Tabulation Agent (and not subsequently validly revoked) prior to the Voting
Fee Deadline an amount equal to £0.50 for each £1,000 in outstanding
principal amount of the Bonds the subject of such valid Electronic Voting
Instruction (the Voting Fee).

Subject to the payment and other conditions set out below, the Voting Fee will
be payable whether the Electronic Voting Instruction is an instruction to vote
for or against (or to abstain from voting in respect of) an Extraordinary
Resolution.  However, payment of the Voting Fee in respect of each Series
will be subject to satisfaction of the payment conditions (the Payment
Conditions), namely:

(a)        satisfaction of the Consent Conditions in respect of such
Series, being:

(i)         the Proposal not having been withdrawn;

(ii)         the Extraordinary Resolution in respect of such Series
being passed; and

(iii)        the quorum required for, and the requisite majority of
votes cast at, the Meeting in respect of such Series 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 only 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),
including the satisfaction of such condition at an adjourned Meeting; and

(b)        the Novation and Amendment Deed in respect of such Series
being executed by each of the parties thereto.

To be eligible to receive the Voting Fee, each Eligible Bondholder who submits
a valid Electronic Voting Instruction must not attend, or seek to attend, the
relevant Meeting in person or make any other arrangements to be represented at
such Meeting (other than by way of their Electronic Voting Instruction(s)).
Eligible Bondholders may choose to attend and vote at a Meeting in person or
to make other arrangements to be represented or to vote at a Meeting in
accordance with the provisions for meetings of Bondholders set out in the Bond
Trust Deed (the Meeting Provisions) without submitting an Electronic Voting
Instruction in respect of the relevant Extraordinary Resolution.  However,
such Eligible Bondholders will not be eligible to receive the Voting Fee, even
if at such Meeting such Eligible Bondholder votes in favour of the relevant
Extraordinary Resolution.

Where payable in respect of each Series, the Voting Fee for any received (and
not revoked) Electronic Voting Instructions will be paid not later than the
fifth Business Day following the date on which the Payment Conditions in
respect of such Series are satisfied (each a Settlement Date), in immediately
available funds delivered to the Clearing Systems.  The deposit of such funds
to the Clearing Systems will discharge the obligation of the relevant Existing
Issuer to pay the Voting Fee.

Ineligible Bondholder Payment

Ineligible Bondholders may not participate in the Proposal or be eligible to
receive the Voting Fee.

However, any Ineligible Bondholder may be eligible, to the extent permitted by
applicable laws and regulations, to receive an equivalent amount to the Voting
Fee (an 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 4:00 p.m.
(London time) on 17 February 2026 (the Ineligible Instruction Deadline) and is
not subsequently revoked.  Payment of any Ineligible Bondholder Payment will
be conditional on the Payment Conditions and will be made no later than the
fifth Business Day following the date on which the Payment Conditions are
satisfied.

Indicative Timetable

Below is an indicative timetable showing one possible outcome for the timing
of the Proposal, based on the dates printed in the Consent Solicitation
Memorandum and assuming that the Meetings are not adjourned.  This timetable
is subject to change and dates and times may be extended or changed by the
Existing Issuers in accordance with the terms of the Proposal, as described in
the Consent Solicitation Memorandum.  Accordingly, the actual timetable may
differ significantly from the timetable below.

 Event                                                                            Date
 Announcement of Proposal

 Proposal announced and Notices of Meeting published.                             27 January 2026
 Consent Solicitation Memorandum, Transaction Documents, 2024 Security Trust
 Deed, draft Novation and Amendment Deed, draft Restatement and Security Trust
 Consolidation Deed and New Issuer PAP available on request from the Tabulation
 Agent.
 Voting Fee Deadline

 Deadline for receipt by the Tabulation Agent of valid Electronic Voting          Expiration Time
 Instructions to appoint the Tabulation Agent as proxy to be valid for receipt
 of the Voting Fee.
 Expiration Time

 Deadline for revocation of Electronic Voting Instructions that have been         4:00 p.m. (London time) on 17 February 2026
 submitted.
 Meetings

 Meeting to be held at the offices of Addleshaw Goddard LLP, 41 Lothbury,         20 February 2026
 London  EC2R 7HG:
 (a)        in respect of the 2043 Bonds:                                         10:00 a.m. (London time)
 (b)        in respect of the 2034 Bonds:                                         10:10 a.m. (London time)
 (c)        in respect of the 2048 Bonds:                                         10:20 a.m. (London time)
 (d)        in respect of the 2053 Bonds:                                         10:30 a.m. (London time)
 Announcement of the results of the Meetings

 Announcement of the results of the Meetings.                                     As soon as reasonably practicable following the Meetings on 20 February 2026

 If the Extraordinary Resolutions are passed at the Meetings, the Novation and
 Amendment Deeds and the Restatement and Security Trust Consolidation Deed to
 be executed.
 Settlement Date                                                                  5 business days following the satisfaction of the Payment Conditions

Eligible Bondholders are advised to check with any bank, securities broker or
other intermediary and any Clearing System through which they hold their Bonds
when such intermediary and such Clearing System would need to receive
instructions from an Eligible Bondholder in order for such Eligible Bondholder
to participate in, or (in the limited circumstances in which revocation is
permitted) to validly revoke their instruction to participate in, the Proposal
and/or otherwise vote in respect of any Extraordinary Resolution before the
deadlines specified above.  The deadlines set by any such intermediary and
each Clearing System for the submission and (where permitted) revocation of
Electronic Voting Instructions will be earlier than the relevant deadlines
above.

Amendments to or Withdrawal of the Proposal

Each Existing Issuer may, in its sole discretion, extend, amend or waive any
condition of the Proposal (other than the terms of the relevant Extraordinary
Resolution) at any time not later than 48 hours before the Expiration Time.
Any such extension, amendment or withdrawal shall be promptly notified to
Eligible Bondholders.

Further Information

Requests for information in relation to the Proposal should be directed to the
Joint Solicitation Agents at:

Allia C&C Ltd

Cheyne House

Crown Court

62/63 Cheapside

London  EC2V 6AX

Attention:       Henrietta Podd

Telephone:     +44 (0) 203 039 3452

Email:            henrietta.podd@alliacc.com
(mailto:henrietta.podd@alliacc.com)

Lloyds Bank Corporate Markets plc

33 Old Broad Street

London  EC2N 1HZ

Attention:       Liability Management Team

Telephone:     +44 (0) 207 158 1726/1719

Email:            lbcmliabilitymanagement@lloydsbanking.com

Requests for information in relation to the submission of an Electronic Voting
Instruction should be directed to the Tabulation Agent at:

Kroll Issuer Services Limited

The News Building

3 London Bridge Street

London  SE1 9SG

Attention:       Owen Morris

Telephone:     +44 (0) 207 704 0880

Email:            peabody@is.kroll.com

Website:        https://deals.is.kroll.com/peabody

Disclaimer

This announcement must be read in conjunction with the Consent Solicitation
Memorandum that contains important information which should be read carefully
before any decision is made with respect to the Proposal.  If any Bondholder
is in any doubt as to the action it should take, it is recommended to seek its
own financial and legal advice, including in respect of any tax consequences,
immediately from its broker, bank manager, solicitor, accountant, independent
financial, tax or legal adviser authorised under the Financial Services and
Markets Act 2000, as amended, (the FSMA) (if in the United Kingdom) or other
appropriately authorised financial adviser.  Any person whose Bonds are held
on its behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to participate in the Proposal.

In accordance with normal practice, the Bond Trustee has not been involved in
the formulation of the Proposal or the Extraordinary Resolutions.  Each of
the Bond Trustee and the Joint Solicitation Agents express no opinion on, and
make no representations as to the merits of, the Proposal or the Extraordinary
Resolutions.

This announcement and the Consent Solicitation Memorandum do not constitute an
offer to buy or a solicitation of an offer to sell the Bonds.

The Bonds have not been, and will not be, registered under the Securities Act
of 1933, as amended, (the Securities Act) or the securities laws of any state
or other jurisdiction of the United States, and the Bonds may not be offered,
sold or delivered, directly or indirectly, within the United States or to, or
for the account or benefit of, U.S. persons (as defined in Regulation S under
the Securities Act) except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and
applicable state or local securities laws.

Neither this announcement nor the Consent Solicitation Memorandum constitutes
an invitation to participate in the Proposal in any jurisdiction in which, or
to any person to whom, it is unlawful to make such invitation or for there to
be such participation under applicable securities laws.  The distribution of
this announcement and the Consent Solicitation Memorandum in certain
jurisdictions may be restricted by law.  Persons into whose possession this
announcement and the Consent Solicitation Memorandum comes must inform
themselves about and observe any such restrictions.

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