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

R E A HoldingsAnnouncement

27/03/2020 08:05

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

   27-March-2020 / 08:00 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")

   Enhanced 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 (the "sterling notes")

   IMPORTANT UPDATE AS  REGARDS THE  GENERAL MEETING  OF THE  HOLDERS OF  THE
   STERLING NOTES CONVENED FOR 31 MARCH 2020

   On 6 March  2020 REA  Finance convened  a meeting  of the  holders of  the
   sterling notes to be held at  the offices of Apex Financial Services  B.V.
   at Van Heuven Goedhartlaan 935A, 1181LD Amstelveen, The Netherlands on  31
   March 2020 at 12.00 noon (Amsterdam  time) for the purpose of  considering
   and,  if  thought  fit,  passing  a  resolution,  to  be  proposed  as  an
   extraordinary  resolution,   sanctioning  the   proposals  regarding   the
   extension of the date for repayment  of the sterling notes from 31  August
   2020 to 31 August 2025 (the "proposals").

   In the current circumstances  of COVID-19, it is  now accepted that it  is
   not reasonably practicable for such meeting  to be held at the offices  of
   Apex Financial Services B.V.as envisaged.

   Accordingly, Apex  Corporate Trustees  (UK) Limited  (as trustee  for  the
   holders of the  sterling notes (the  "Noteholders")) (the "Trustee"),  has
   agreed, in  accordance with  the terms  of  clause 25  of the  trust  deed
   constituting the sterling  notes (the  "Trust Deed"), to  concur with  REA
   Finance (as  issuer) ,  REA Holdings  (as guarantor)  and R.E.A.  Services
   Limited (as co-guarantor) in making a modification to the Trust Deed  such
   that the  following  be inserted  as  a new  paragraph  27 of  Schedule  3
   (Meetings of Noteholders) to the Trust Deed:

   "Notwithstanding any provision to the contrary contained in the trust deed
   constituting the sterling notes, the circular to Noteholders dated 6 March
   2020, the  notice  of  meeting  of  Noteholders  dated  6  March  2020  or
   otherwise:

    a. the meeting of Noteholders  convened for 31 March  2020 to be held  at
       the offices of Apex Financial Services B.V. at Van Heuven Goedhartlaan
       935A, 1181LD Amstelveen, The Netherlands  will instead be held at  the
       home address of the chairman of the meeting (proposed to be  Christian
       Wulf representing  Apex  Financial  Services  B.V.  as  sole  managing
       director of REA Finance) and on the basis that:

        i. no person other than the chairman of the meeting will be entitled
           to be present in person at such meeting; and
        ii. all proxies submitted or to be submitted for the meeting, to the
            extent that they would be valid but for the changes proposed
            above, be valid for the meeting at the new address;

    b. Noteholders who would otherwise  have wished, or  wish, to attend  the
       meeting in person or by proxy may  dial in to the meeting on a  number
       obtainable on  application by  email to  marielle.vandebunt@Apexfs.com
       (copied to Christian.Wulf@Apexfs.com); and
    c. the vote at such meeting will be taken on a poll."

   As noted  above, in  accordance with  clause  25 of  the Trust  Deed,  the
   Trustee has agreed  to the modification  on the  basis that it  is of  the
   opinion that such modification will  not be materially prejudicial to  the
   interests of the Noteholders.

   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.:  55021
   EQS News ID:   1008425


    
   End of Announcement EQS News Service

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