REG-R.E.A. Holdings plc R.E.A. Holdings plc: Further re proposals in respect of 8.75 per cent guaranteed sterling notes 2020

R E A HoldingsAnnouncement

20/03/2020 09:20

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   R.E.A. Holdings plc (RE.)
   R.E.A. Holdings plc: Further re proposals in respect of 8.75 per cent
   guaranteed sterling notes 2020

   20-March-2020 / 09:16 GMT/BST
   Dissemination of a Regulatory Announcement that contains inside
   information according to REGULATION (EU) No 596/2014 (MAR), transmitted by
   EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   R.E.A. Holdings plc ("REA Holdings")
   REA Finance B.V. ("REA Finance")

   Amendment to the proposals to extend the date for repayment of the 8.75
   per cent guaranteed sterling notes 2020 issued by REA Finance B.V. and
   irrevocably and unconditionally guaranteed by R.E.A. Holdings plc and
   R.E.A. Services Limited

   Introduction

   On 6 March 2020, REA Holdings and REA Finance announced proposals
   regarding the extension of the date for repayment of the 8.75 per cent
   guaranteed sterling notes 2020 issued by REA Finance (the "sterling
   notes") from 31 August 2020 to 31 August 2025 (the "proposals").

   Amendment to the terms of the proposals: premium to be paid on redemption

   In light of the current market circumstances arising as a result of the
   COVID-19 pandemic, REA Holdings and REA Finance have agreed that the terms
   of the proposals be enhanced.  With the agreement of Apex Corporate
   Trustees (UK) Limited, as trustee for the holders of the sterling notes
   (the "noteholders"), REA Finance (as issuer), REA Holdings (as guarantor)
   and REA Services (as co-guarantor) agree that the terms of the sterling
   notes will be further amended to provide that a premium be paid on
   redemption of the sterling notes on 31 August 2025 (or earlier in the
   event of default) or on surrender of the sterling notes in satisfaction,
   in whole or in part, of the subscription price payable on exercise of the
   warrants to be issued by REA Holdings in consideration of (and subject to)
   noteholders sanctioning the proposals (the "warrants") on the final
   subscription date (namely 15 July 2025).  The premium will not be payable
   on redemption of the sterling notes on surrender of the sterling notes in
   satisfaction, in whole or in part, of the subscription price payable on
   exercise of the warrants on any subscription date other than the final
   subscription date.  The premium is 4p per £1 nominal of sterling notes.

   The other terms of the proposals, and timetable for the proposals, remain
   as set out in the circular posted by REA Holdings to noteholders on 6
   March 2020 (the "circular") and as set out in the press announcement
   issued by REA Holdings and REA Finance on 6 March 2020.  It remains
   expected that the results of the meeting of noteholders will be announced
   on 31 March 2020 and that, subject to the extraordinary resolution to be
   proposed at such meeting being duly passed, the proposals will become
   effective, and binding on all noteholders, the following day.

   Reasons for the amendment

   Since the announcement of the proposals on 6 March 2020, concerns about
   COVID-19 have escalated dramatically with significant adverse social and
   economic consequences in many countries.  At this juncture, the group's
   estates are operating normally and the group has in place contingency
   plans to mitigate any adverse effects should any of its employees become
   infected with the virus, although there can be no guarantee that there
   will be no disruption.

   Crude palm oil ("CPO") prices have weakened further in the last two weeks
   to a current level of approximately $600 per tonne (CIF Rotterdam).  There
   are some signs that Chinese commercial activity is being resumed and, if
   confirmed, this can be expected to stabilise the CPO market and to lead in
   due course to a recovery in prices given that demand for CPO is expected
   to exceed production in 2020.

   Against this background, the group considers that it is appropriate to
   provide the limited improvement to the terms of the proposed extension to
   the repayment date of the sterling notes that is detailed above.  By doing
   so, the group hopes to retain the continuing support of noteholders going
   forward in what may prove difficult financial markets.

   Taxation

   For United Kingdom corporation tax paying noteholders, the premium on
   redemption should be treated as a loan relationship credit, in the same
   way as interest on the sterling notes, and the tax treatment will follow
   the accounting treatment applied by the noteholder.

   For individual noteholders resident and domiciled in the United Kingdom
   for tax purposes, the position is fact specific and determined by case
   law, but it is likely that the premium on redemption will be treated for
   tax purposes as interest and therefore a receipt of an income nature.

   The above comments are of a general nature and are based upon REA
   Holdings' understanding of current United Kingdom tax laws and the
   practice of Her Majesty's Revenue and Customs ("HMRC") as of the date of
   this document.  They do not purport to be a complete analysis of all tax
   considerations, relate only to the position of persons who hold sterling
   notes as an investment and are the absolute beneficial owners of sterling
   notes and may not apply to certain classes of persons such as dealers,
   persons who have acquired their sterling notes by reason of their
   employment or persons connected with REA Holdings for relevant tax
   purposes.  Noteholders who are in any doubt as to their taxation position
   or who may be subject to tax in a jurisdiction other than the United
   Kingdom should consult their own professional adviser. 

   Meeting of noteholders

   To the extent that a holder of sterling notes has not already appointed a
   proxy to attend the meeting of noteholders convened for 31 March 2020
   (notice of such meeting being set out at the end of the circular), whether
   or not such noteholder proposes to attend such meeting, such noteholder is
   urged to complete the form of proxy enclosed with the circular in
   accordance with the instructions printed thereon and to return the same by
   post to Link Asset Services at PXS, 34 Beckenham Road, Beckenham, Kent BR3
   4TU, United Kingdom so as to arrive as soon as possible but in any event
   by no later than 11 a.m. (London time) on 29 March 2020 or, in the case of
   sterling notes held in uncertificated form, to appoint a proxy through the
   CREST electronic proxy appointment service in accordance with the
   procedures explained in the notes to the notice of meeting.  The
   appointment of a proxy will not prevent a holder of sterling notes from
   attending the meeting and voting in person if such noteholder should so
   wish.

   Enquiries:
   R.E.A Holdings plc
   Tel: 020 7436 7877

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   ISIN:          GB0002349065
   Category Code: FUR - R.E.A. Holdings plc
   TIDM:          RE.
   LEI Code:      213800YXL94R94RYG150
   Sequence No.:  53640
   EQS News ID:   1002755


    
   End of Announcement EQS News Service

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