REG - Marston's Issuer Plc - Notice re temporary waiver

MarstonsAnnouncement

20/04/2020 08:05

RNS Number : 1076K
  
Marston's Issuer PLC
  
20 April 2020
  
 

NOTICE TO THE HOLDERS OF
MARSTON'S ISSUER PLC
 (the Issuer)
£236,000,000 Class A1 Secured Floating Rate Notes due 2020 (ISIN: XS0226787280)

£214,000,000 Class A2 Secured Fixed/Floating Rate Notes due 2027 (ISIN: XS0226790748)

£200,000,000 Class A3 Secured Fixed/Floating Rate Notes due 2032 (ISIN: XS0226792280)

£250,000,000 Class A4 Secured Floating Rate Notes due 2031 (ISIN: XS0331071026)

£155,000,000 Class B Secured Fixed/Floating Rate Notes due 2035 (ISIN: XS0226897030)



(together, the Notes)
Notice is given to holders of the Notes that a temporary waiver has been granted in respect of a particular provision of the issuer/borrower facility agreement originally dated 9 August 2005, as amended from time to time and made between, inter alios, Marston's Pubs Limited as Initial Borrower, the Issuer and HSBC Trustee (C.I.) Limited as Borrower Security Trustee (the IBFA). The waiver was granted by HSBC Trustee (C.I.) Limited (as Note Trustee, Issuer Security Trustee and Borrower Security Trustee) on 17 April 2020.
Capitalised terms used but not defined in this notice have the meaning given to them (directly or indirectly) in the master framework agreement originally dated 9 August 2005 (as amended from time to time, the Master Framework Agreement) and the Transaction Documents referred to therein.
 
As a result of the outbreak of COVID-19, the UK Government has taken various measures to stem the spread of the virus, and these have included a requirement that all restaurants and pubs, by law, close, initially for a period of one month from 20 March 2020 (the UK Government Measures). Such measures were extended by the UK Government on 16 April 2020 with the effect that pubs will be required to remain closed for a period which is more than 30 days.
As there is a provision in the IBFA which would be breached if the Initial Borrower suspends all or a material part of its business, and although the Initial Borrower does not consider itself to be in breach of this provision as it has only suspended business for reasons not of its own making - i.e. because of the UK Government Measures - the Initial Borrower has nevertheless sought and obtained a temporary waiver (the Waiver) of this provision from the Note Trustee, the Issuer Security Trustee and the Borrower Security Trustee to avoid any issues arising under the Transaction Documents at this stage. The Waiver will be in effect until 29 May 2020 to give the Issuer sufficient time to procure a permanent waiver, if necessary, approved by a Meeting of the requisite holders of Notes to be called by no later than 7 May 2020 (with an automatic extension to 15 June 2020 in the event that any such Meeting is adjourned and reconvened in accordance with the provisions of the Note Trust Deed), and is subject to certain conditions. The Waiver is binding on all Issuer Secured Creditors and Borrower Secured Creditors including Noteholders.
Discussions are continuing with the Note Trustee, the Issuer Security Trustee and the Borrower Security Trustee regarding the impact of the UK Government Measures on the Transaction Documents, and it is possible that further waivers may need to be obtained by the Initial Borrower depending on how long the UK Government Measures continue for.
A copy of this notice is being sent to all holders of record of the Notes.
Any enquiries in relation to this notice should be directed to:
 
Rob Leach
Marston's Pubs Parent Limited
Marston's House
Brewery Road
Wolverhampton WV1 4JT
 
Dated: 20 April 2020


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