REG-R.E.A. Holdings plc R.E.A. Holdings plc: Proposal to extend the redemption date for the 7.5 per cent dollar notes 2026

R E A HoldingsAnnouncement

22/04/2025 07:02

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   R.E.A. Holdings plc (RE.)
   R.E.A. Holdings plc: Proposal to extend the redemption date for the 7.5
   per cent dollar notes 2026

   22-Apr-2025 / 07:00 GMT/BST

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   R.E.A. Holdings plc ("REA")

    

   Proposal to extend the redemption date for the 7.5 per cent dollar notes
   2026 issued by REA from 30 June 2026 to 31 December 2028

   In its annual report published on 17 April 2025, the company announced a
   proposal to improve the maturity profile of its debt by inviting holders
   of the $27 million nominal of 7.5 per cent dollar notes 2026 issued by REA
   (the "dollar notes") to roll over their dollar notes to 31 December 2028.

   Any such extension to the redemption date for the dollar notes would
   require the approval of the holders of the dollar notes (the
   "noteholders"), to be sought by way of an extraordinary resolution (the
   "extraordinary resolution") proposed at a general meeting of noteholders.
   In its annual report, the company also announced that it was at an
   advanced stage of negotiations as regards obtaining the support of the
   largest holder of dollar notes to the proposal, subject to agreement as
   regards further details.

   REA is now pleased to announce further details of the proposed rollover,
   namely that:

    a. arrangements be put in place whereunder any noteholder who wishes to
       realise their holding of dollar notes on the current redemption date
       of 30 June 2026 is offered the opportunity so to do at par (the "sale
       facility"); and
    b. if the proposed extension of the redemption date for the dollar notes
       becomes effective, noteholders who do not elect to take advantage of
       the sale facility ("qualifying noteholders") receive a fee (the
       "rollover fee") in an amount equal to:

   (1%  +  2A)  x  B

   where:

   A is the percentage amount (if any) by which the 180 day Average Secured
   Overnight Financing Rate published by the Federal Reserve Bank of New York
   on 23 June 2026 exceeds 4.5 per cent (and nil if such rate does not exceed
   4.5 per cent); and

   B is the nominal amount of dollar notes held by the qualifying noteholder
   at 6.00 pm on the business day prior to the date of the general meeting to
   be convened to consider the extraordinary resolution,

   to be paid in cash on 30 June 2026.

   In conjunction with the rollover, REA also proposes that the extraordinary
   resolution includes a further provision sanctioning an amendment to the
   trust deed constituting the dollar notes to permit the capital of REA to
   be reduced by up to an aggregate amount of $20 million by the cancellation
   of share premium account. This would allow REA, subject to securing other
   necessary approvals, to increase its distributable reserves by reducing
   its share premium account without a further consent from the noteholders. 

   REA intends that a circular, setting out further details of the proposals
   and convening the general meeting to consider the extraordinary
   resolution, (the "circular") will be posted to noteholders in September of
   this year, concurrently with the publication of REA’s half yearly results.

   The largest holder of dollar notes, holding in aggregate, through two
   subsidiaries, $17,570,000 nominal of dollar notes, has now undertaken to
   REA that, provided that the circular is issued prior to 31 October 2025,
   it will procure that its subsidiaries vote in favour of the extraordinary
   resolution and do not elect to take advantage of the sale facility.

   Enquiries:

   R.E.A. Holdings plc

   Tel: 020 7436 7877

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   Dissemination of a Regulatory Announcement that contains inside
   information in accordance with the Market Abuse Regulation (MAR),
   transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:          GB00BD8BTF36
   Category Code: MSCM
   TIDM:          RE.
   LEI Code:      213800YXL94R94RYG150
   Sequence No.:  383761
   EQS News ID:   2120976


    
   End of Announcement EQS News Service

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