REG - London & Quadrant East Finance PLC - Results of East Finance Plc Consent Solicitation

Royal Bank of CanadaAnnouncement

03/01/2019 12:35

RNS Number : 1332M
London & Quadrant Housing Trust
03 January 2019
 


THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.
 
LONDON & QUADRANT HOUSING TRUST
(incorporated in England with limited liability under the Co-operative and Community Benefit Societies Act 2014 with registration number 30441R and registered with the Regulator of Social Housing under the Housing and Regeneration Act 2008, as amended by the Localism Act 2011, with number L4517)
announces results of consent solicitation and bondholders' meeting in respect of the outstanding
£250,000,000 5.486 per cent. Secured Bonds due 2042 

(the Bonds)
of its subsidiary
EAST FINANCE PLC
(the Existing Issuer)
3 January 2019. On 29 November 2018, London & Quadrant Housing Trust (L&Q) announced an invitation (such invitation the Consent Solicitation) to Eligible Bondholders (as defined below) to consent to (i) the substitution of L&Q in place of the Existing Issuer as issuer of the Bonds, (ii) certain changes to the terms and conditions of, and other documents relating to, the Bonds to align the Bonds with the terms of L&Q's most recent bond issue, and (iii) the release of the security underlying the Bonds and the re-granting of security by L&Q over properties with a value that is at least the requisite minimum to comply with the asset cover test under the Bonds (together, the Proposed Amendments).
A meeting (the Meeting) of the holders of the Bonds (the Bondholders) was held earlier today, 3 January 2019, in connection with the Consent Solicitation, and L&Q now announces the results of the Meeting.
This announcement does not contain the full terms and conditions of the Consent Solicitation, which were contained in the Consent Solicitation Memorandum dated 29 November 2018 (the Consent Solicitation Memorandum) prepared by L&Q. Capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum. 
Details of the Bonds







ISIN / Common Code


Outstanding Principal Amount




£250,000,000 5.486 per cent. Secured Bonds due 2042


XS0788589074 / 078858907


£250,000,000



Results of Meeting and satisfaction of Consent Conditions
The Meeting was held earlier today and NOTICE IS HEREBY GIVEN to the Bondholders that, at the Meeting, the necessary quorum was achieved (with approximately 97.66 per cent. of the aggregate outstanding principal amount of the Bonds being represented at the Meeting), the Extraordinary Resolution was passed and the other Consent Conditions were satisfied, and accordingly that:
(i)            execution and (where applicable) delivery of the Amendment Documents by the parties to such documents; and
(ii)           the substitution of L&Q in place of the Existing Issuer as issuer of the Bonds and the implementation of the other Proposed Amendments,
will take place on 8 January 2019.
Payment Date
The Payment Date for the Consent Solicitation, when payment of the Work Fee (or, where applicable, Ineligible Bondholder Payment) will be made to the relevant Bondholders in the manner described in the Consent Solicitation Memorandum and the Notice, is expected to be 8 January 2019.
General
The Consent Solicitation was only made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation were only for distribution or made available, to Bondholders who were (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the Consent Solicitation could be lawfully made and that could lawfully participate in the Consent Solicitation (each an Eligible Bondholder).
Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability Management Group; Email: eu.lm@barclays.com) and RBC Europe Limited (Telephone: +44 20 7029 0165; Attention: Liability Management; Email: liability.management@rbccm.com) acted as Solicitation Agents in connection with the Consent Solicitation.
Lucid Issuer Services Limited (Telephone:  +44 20 7704 0880; Attention:  David Shilson; Email:  lqgroup@lucid-is.com) acted as the Tabulation Agent in connection with the Consent Solicitation.
This announcement is released by London & Quadrant Housing Trust and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Consent Solicitation, the Meeting and the Proposed Amendments described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Martin Watts, Director of Treasury at London & Quadrant Housing Trust.
DISCLAIMER: 
Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction.
The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.




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