REG - Shaftesbury China - Change of Control Put Event Notice to Bondholders

US BancorpAnnouncement

09/03/2023 10:30

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RNS Number : 4478S  Shaftesbury Chinatown PLC  09 March 2023

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

 

If you are in any doubt as to the action you should take, you should consult
your own broker, bank manager, solicitor, accountant or other appropriately
authorised independent financial, tax or legal adviser immediately.

 

 

 

CHANGE OF CONTROL PUT EVENT NOTICE

TO THE BONDHOLDERS OF

 

£290,000,000 2.348 PER CENT. GUARANTEED FIRST MORTGAGE BONDS DUE 2027

 

guaranteed by

SHAFTESBURY PLC

 

issued by

SHAFTESBURY CHINATOWN PLC

ISIN: XS1667074121, Common Code: 166707412  (the "Bonds")

 

 

9 March 2023

 

Reference is made to the £290,000,000 2.348 per cent. Guaranteed First
Mortgage Bonds due 2027 guaranteed by Shaftesbury PLC (the "Guarantor") issued
by Shaftesbury Chinatown plc as issuer (the "Issuer") and constituted pursuant
to a trust deed dated 7 September 2017 between the Issuer, the Guarantor and
M&G Trustee Company Limited (formerly Prudential Trustee Company Limited)
(the "Trustee") (as amended, restated, supplemented, extended, renewed,
replaced or otherwise modified from time to time, the "Trust Deed").

            Unless otherwise specified, capitalised terms used and
not defined herein shall have the meanings given to such terms in the Trust
Deed.

Pursuant to Condition 8.4 (Redemption at the option of the Bondholder), the
Issuer hereby notifies all Bondholders of the occurrence of a Change of
Control Put Event under the Bonds (this notice being the "Change of Control
Put Event Notice") as a result of the consummation on 6 March 2023 of the
recommended all-share merger of the Guarantor and Capital & Counties
Properties PLC ("Capco") (the "Merger"). The Merger was effected by means of a
Court-sanctioned scheme of arrangement of the Guarantor under Part 26 of the
Companies Act 2006 in accordance with the scheme document sent to shareholders
of the Guarantor on 7 July 2022, resulting in the Capco group owning 100 per
cent. of the issued share capital of the Guarantor.

As a result of the Change of Control Put Event, each Bondholder has the option
to require the Issuer to redeem (or, at the Issuer's option, purchase or
procure the purchase of) its Bond by exercising the Change of Control Put
Option as described below, within the period of thirty (30) calendar days
after the date of this Change of Control Put Event Notice (the "Change of
Control Put Period") at its nominal amount together with interest accrued to
(but excluding) the Change of Control Put Date (as defined below). The Change
of Control Put Period shall begin on 9 March 2023 and end on 8 April 2023.

If a Bondholder has exercised its Change of Control Put Option within the
Change of Control Put Period, the Issuer shall redeem such Bonds on 17 April
2023 (the "Change of Control Put Date").

Exercise of Change of Control Put Option

The Change of Control Put Option may be exercised by notice ("Electronic
Notice") to Elavon Financial Services DAC, UK Branch (the "Principal Paying
Agent") in accordance with the procedures of Euroclear Bank S.A./N.V. or
Clearstream Banking S.A., as applicable (each a "Clearing System" and
together, the "Clearing Systems").  Each Electronic Notice shall be
irrevocable and must state the nominal amount of Bonds in respect of which the
option is being exercised.

 Bondholders should note that only direct participants in the Clearing
Systems ("Accountholders") may submit Electronic Notices. Each Bondholder who
is not an Accountholder must arrange for the Accountholder through which it
holds its Bonds to submit an Electronic Notice on its behalf to the relevant
Clearing System for delivery to the Principal Paying Agent. Accordingly, the
Accountholders must ensure that:

(a)       they give Electronic Notice to the relevant Clearing System
(in accordance with its procedures). By submitting or delivering an Electronic
Notice through the Clearing Systems, Accountholders will be deemed to
authorise the relevant Clearing System to disclose the identity and holdings
of the Accountholders and of the beneficial owners of the Bonds (the
"Beneficial Owners") to the Issuer, the Guarantor, the Trustee and the Agents;
and

 

(b)       the relevant Clearing System has received irrevocable
instructions (with which such Accountholders have complied) to block the Bonds
in the securities account to which they are credited from and including the
day on which the Electronic Notice is delivered to the relevant Clearing
System so that no further transfers may be effected in relation to such Bonds.
Bonds should be blocked in accordance with the relevant procedures of the
relevant Clearing System and the deadlines required by such Clearing System.

Bondholders should confirm any deadlines with their respective custodians to
ensure that they notify their respective custodian of the exercise of the
Change of Control Put Option by such time which will enable the custodian to
submit an Electronic Notice on its behalf to the relevant Clearing System for
delivery to the Principal Paying Agent before the expiry of the Change of
Control Put Period. Further procedural deadlines may exist.

Beneficial Owners who wish to exercise the Change of Control Put Option, and
who are not direct participants in the Clearing Systems must contact their
broker, dealer, bank, custodian, trust company or other nominee to arrange for
the Accountholders in the relevant Clearing System through which they hold
Bonds to deliver an Electronic Notice in accordance with the requirements of
such Clearing System and procure that the Bonds are blocked in accordance with
the normal procedures of such Clearing System and the deadlines imposed by
such Clearing System.

The contents of this Change of Control Put Event Notice have not been
formulated by the Trustee and (i) the Trustee expresses no opinions on the
merits (or otherwise) on the contents of this Change of Control Put Event
Notice or the Merger and (ii) nothing in this Change of Control Put Event
Notice or otherwise should be construed as a recommendation to any Bondholder
from the Trustee to exercise or not exercise its Change of Control Put Option.

The Bondholders should consult their own independent legal, regulatory, tax,
business, investment, accounting and/or financial advisers to the extent that
they consider necessary and conduct such due diligence as they consider
necessary or appropriate for the purposes of considering whether to exercise
the Change of Control Put Option.

This Change of Control Put Event Notice shall be governed by and construed in
accordance with the laws of England and Wales.

This Change of Control Put Event Notice is given by the Issuer on 9 March
2023.

 

Shaftesbury Chinatown Plc

22 Ganton Street

London W1F 7FD

United Kingdom

 

 

Enquiries

Shaftesbury Chinatown PLC

Graham Keer - Group Treasurer

Telephone: +44 20 3214 9150

Alastair Deutsch - Director of Finance

Telephone: +44 20 7333 8118

 

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