TIDMBM19
RNS Number : 4598Z
Honours PLC
17 May 2019
17 May 2019
THIS ANNOUNCEMENT CONTAINS 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 UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED). 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 ANNOUNCEMENT
HONOURS PLC
(the Issuer)
(incorporated with limited liability in England and Wales with
registered number 03702189)
To the holders of those of the:
GBP291,950,000 Class A1 Asset Backed Floating Rate Notes due
2029 (ISIN: XS0273149962)
GBP54,200,000 Class A2 Asset Backed Floating Rate Notes due 2029
(ISIN: XS0273152677)
GBP33,350,000 Class B Asset Backed Floating Rate Notes due 2029
(ISIN: XS0273153998)
GBP18,000,000 Class C Asset Backed Floating Rate Notes due 2029
(ISIN: XS0273156587)
GBP11,950,000 Class D Asset Backed Floating Rate Notes due 2029
(ISIN: XS0273158443)
GBP8,750,000 Class E Asset Backed Floating Rate Notes due 2029
(ISIN: XS0273159250)
of the Issuer presently outstanding
(the Noteholders and the Notes respectively).
Announcement relating to Consent Solicitation and Liquidity
Facility
NOTICE IS HEREBY GIVEN to the Noteholders that:
Consent Solicitation
1) The Issuer announces that it is today launching a consent
solicitation (the Consent Solicitation) to obtain consent from the
holders of each class of Notes through the passing of certain
extraordinary resolutions (the Extraordinary Resolutions) in
connection with the (i) implementation of the remediation plan
proposed by the Issuer, and (ii) release and application of the
cash paid by Capita Customer Management Limited (Capita) to the
Issuer in full and final settlement of any claims the Issuer may
have against Capita for certain regulatory breaches, standing to
the credit of a separate account of the Issuer (the Settlement
Account) (together, the Proposals).
2) The meetings of each class of Noteholders to consider, and if
thought fit, pass the Extraordinary Resolutions will be held on 10
June 2019 at the offices of Freshfields Bruckhaus Deringer LLP at
65 Fleet Street, London EC4Y 1HS. A copy of each notice of meeting
of the holders of each Class of Notes is attached hereto at Annex
A, Annex B, Annex C, Annex D, Annex E and Annex F (the
Notices).
3) As noted in the Notices, full details of the background to,
and the reasons for, the implementation of the Proposals and the
Extraordinary Resolutions are contained in the consent solicitation
memorandum dated the date of this notice, copies of which are
available upon request from the Issuer or Wilmington Trust (London)
Limited (as Tabulation Agent), the contact details for which are
set out in this notice below and in the Notices annexed hereto.
4) The implementation of the Extraordinary Resolutions in
respect of each Class of Notes is conditional on the passing of the
Extraordinary Resolutions in respect of each other Class of
Notes.
Liquidity Facility
5) As previously notified to Noteholders in notices dated 24 October 2018 and 23 April 2019:
a) owing to a clerical error by the Issuer, the renewal request
notice in respect of the renewal of the liquidity facility provided
by Danske Bank A/S (Danske) since 2006 was not served on Danske
within the five day notice period window in October 2018, as a
result of this Danske both refused to extend and asserted that the
Issuer could not make a standby drawing because it had not
submitted its extension request in time. Danske only agreed to
extend the liquidity facility for a further 6 month period;
b) despite continued efforts, the Issuer was unable to find a replacement liquidity provider; and
c) the liquidity facility provided by Danske terminated on 25 April 2019.
6) The Honours structure does have an internal liquidity reserve
funding mechanism, whereby the Issuer is required to establish out
of Actual Redemption Funds and maintain out of Available Revenue
Funds a reserve in the Issuer Account (the Liquidity Reserve), but
this mechanism is only triggered if (a) there is an event of
default under the Liquidity Facility, or if (b) the Liquidity
Reserve Funding Condition has been met and the aggregate of the
Liquidity Reserve Pre-Funding Amounts paid, less any Liquidity
Reserve Releases made, is greater than or equal to the Liquidity
Reserve Requirement.
7) The Liquidity Reserve Funding Condition shall be met if:
a) the balance of the Class A Notes is greater than the
aggregate of the balance of the Qualifying Loans and the balance of
the Liquidity Reserve (including any Liquidity Reserve Pre-Funding
Amounts for that period);
b) the aggregate balance of the Qualifying Loans is less than GBP100,000,000; or
c) if the Class A Notes have been redeemed.
8) As at 30 April 2019, the aggregate Principal Amount
Outstanding of the Class A Notes is approximately GBP87.2m and the
aggregate balance of the Qualifying Loans is approximately
GBP134.2m and therefore the Liquidity Reserve Funding Condition is
not met.
9) Accordingly, from now until the Liquidity Reserve Funding
Condition is satisfied, the Issuer does not have a Liquidity
Facility or Liquidity Reserve and it could be argued that the
failure to renew the Liquidity Facility and its subsequent
termination may constitute a breach of obligation under the
Transaction Documents and/or an Event of Default under the
Notes.
10) The Rating Agencies are aware of the fact that the Liquidity
Facility has terminated and not been replaced but to date have not
indicated whether they intend to take any action in respect
thereof.
Capitalised terms in this notice shall, except where the context
otherwise requires and save where otherwise defined herein, bear
the meanings ascribed to them in the Transaction Master Definitions
and Framework Deed between, inter alios, the Issuer and the
Security Trustee dated 10 November 2006, copies of which are
available for inspection during usual business hours at the offices
of the Issuer set out below.
For further information, please contact:
Honours plc
Third Floor
1 King's Arms Yard
London EC2R 7AF
Attention: The Directors
Telephone: +44 (0) 20 7397 3600
Fax: +44 (0) 20 7397 3601
e-mail: Transactionteam@wilmingtontrust.com
Ref: Honours PLC
DISCLAIMER
This Document does not contain or constitute an offer of, or the
solicitation of an offer to buy, securities to any person in the
United States or in any jurisdiction to whom or in which such offer
or solicitation is unlawful. The securities referred to in this
Document may not be offered or sold in the United States absent
registration under the US Securities Act of 1933, as amended (the
Securities Act) or another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
The offer and sale of the securities referred to in this Document
has not been and will not be registered under the Securities Act.
There will be no public offer of the securities in the United
States.
Annex A - Notice of Meeting of the Class A1 Notes
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
CLASS A1 NOTEHOLDERS. IF CLASS A1 NOTEHOLDERS ARE IN ANY DOUBT AS
TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN
INDEPENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL
SERVICES AND MARKETS ACT 2000 IMMEDIATELY.
HONOURS PLC
(the "Issuer")
(Incorporated in England and Wales with registered number
03702189)
NOTICE OF A MEETING
of the holders (the "Class A1 Noteholders") of those of the
GBP291,950,000 Class A1 Asset Backed Floating Rate Notes due
2029
of the Issuer presently outstanding
(the "Class A1 Notes")
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the
Class A1 Noteholders convened by the Issuer will be held at the
offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street,
London EC4Y 1HS at 2.00 p.m. (London time) on 10 June 2019 for the
purpose of considering and, if thought fit, passing the following
resolutions which will be proposed as Extraordinary Resolutions (to
be passed as Basic Terms Modifications) in accordance with the
provisions of the Note Trust Deed dated 10 November 2006 (the "Note
Trust Deed") made between the Issuer and Deutsche Trustee Company
Limited (the "Note Trustee") as trustee for the Class A1
Noteholders and constituting the Class A1 Notes. Pursuant to the
terms of the Note Trust Deed, the Issuer will convene separate
meetings of Noteholders of each Class of Notes for each meeting to
consider the Extraordinary Resolutions in respect of such Class of
Notes, which if passed by all Classes of Notes, will approve the
Proposals (as defined below).
Unless the context otherwise requires, capitalised terms used
but not defined in this Notice shall have the meaning given in the
Note Trust Deed, the terms and conditions of the Notes (the
"Conditions"), the consent solicitation memorandum dated 17 May
2019 from the Issuer addressed to the Noteholders (the "Consent
Solicitation Memorandum") or the Extraordinary Resolutions, as
applicable.
EXTRAORDINARY RESOLUTIONS
"THAT this meeting (the "Meeting") of the holders of those of
the GBP291,950,000 Class A1 Asset Backed Floating Rate Notes due
2029 issued by Honours PLC (the "Issuer") presently outstanding
(the "Class A1 Notes") constituted by the Note Trust Deed dated 10
November 2006 (the "Note Trust Deed") made between the Issuer and
Deutsche Trustee Company Limited (the "Note Trustee") as trustee
for the holders of the Class A1 Notes (the "Class A1 Noteholders")
hereby:
(a) sanction, authorise and approve the implementation of the
Remediation Plan proposed by the Issuer (in accordance with the
Consent Solicitation Memorandum and these Extraordinary
Resolutions) (with such amendments as the Issuer may consider
necessary, appropriate or desirable from time to time, provided
that such amendments will not result in substantial costs being
incurred by the Issuer);
(b) authorise, direct, request and empower Deloitte LLP
("Deloitte") and Link Financial Outsourcing Limited ("LFO") to take
any action and steps and do all things as may be necessary,
appropriate or desirable to carry out and give effect to the
Remediation Plan (in accordance with the Consent Solicitation
Memorandum and these Extraordinary Resolutions);
(c) authorise the release of the cash standing to the credit of
the Settlement Account from the Security as and when withdrawn and
authorise the Issuer to use the cash standing to the credit of the
Settlement Account in accordance with the Settlement Account
Agreement, which will provide that this cash will be applied by the
Issuer -
(i) to make cash refunds to the affected borrowers and the
Authority pursuant to the Remediation Plan, by transferring amounts
to LFO to enable LFO to make such payments;
(ii) to pay Deloitte's and LFO's costs relating to implementing
the Remediation Plan, up to a maximum aggregate amount of
GBP1,000,000;
(iii) to reimburse the structure in respect of third party costs
(including legal and financial advisory costs) incurred by the
structure up to and including 31 March 2019 in connection with (i)
dealing with the non-compliance issues in relation to the CCA,
including negotiating and finalising the settlement with Capita,
and (ii) the formulation of the Remediation Plan, by adding an
amount in respect of such third party costs (after having paid or
provided for the amounts referred to in paragraphs (i) and (ii)
above and (v) below) to the Available Revenue Funds, up to a
maximum aggregate amount of GBP1,000,000;
(iv) to pay all third party costs (including, without
limitation, any legal, Note Trustee, Security Trustee, Cash Manager
and financial advisory costs) incurred after 31 March 2019 to the
date of completion of the Remediation Plan which the Issuer is
obliged to pay or reimburse in connection with (i) the formulation
and implementation of the Remediation Plan, and (ii) the consent
solicitation process, by transferring the relevant amount(s) in
respect of such third party costs to the relevant third party
(after having paid or provided for the amounts referred to in
paragraphs (i), (ii) and (iii) above and (v) below), but only to
the extent that having covered the expenses and items in paragraphs
(i), (ii) and (iii) above and (v) below, at least GBP1,500,000 will
be remaining in the Settlement Account to establish the reserve
fund contemplated in (vi) below;
(v) for PDL remediation (where remediation is payable to a
borrower whose loan is still outstanding, the borrower's account
balance will be reduced by the amount of the remediation) by adding
amounts (not used in paragraphs (i), (ii), (iii) and (iv) above) to
the Available Revenue Funds to offset the impact of balance
adjustments, both in terms of interest cancelled and any principal
reductions as a result of the implementation of the Remediation
Plan by adding equivalent sums to the PDL;
(vi) to keep any remaining cash (after applying it in the manner
contemplated in paragraphs (i), (ii), (iii), (iv) and (v) above) in
the Settlement Account as a reserve fund for a period of 36 months
(the "Reserve Period") to be used to meet any potential future
liability, costs, claims, expenses or losses to the Honours
structure as a result of any borrower and/or the Authority making
any claim or demand or taking any action against the Issuer and/or
the Purchaser in connection with the Remediation Plan or arising as
a result of the non-compliance issues in relation to the CCA (the
"Claims"), and after the Reserve Period:
(A) if there has been less than GBP100,000 of Claims made
against the Issuer and/or the Purchaser during the Reserve Period,
with less than GBP10,000 of Claims made against the Issuer and/or
the Purchaser within the 12 month period preceding the last day of
the Reserve Period, to use any excess/surplus cash remaining in the
Settlement Account at the end of the Reserve Period by transferring
such remaining amount to the Issuer Account to be distributed by
the Cash Manager (for and on behalf of the Issuer) as Available
Revenue Funds in accordance with the Pre-Enforcement Revenue
Priority of Payments at that time; and
(B) if there has been GBP100,000 or more of Claims made against
the Issuer and/or the Purchaser during the Reserve Period and/or
GBP10,000 or more of Claims made against the Issuer and/or the
Purchaser within the 12 month period preceding the last day of the
Reserve Period, to obtain approval from the Noteholders at that
point in time as to the manner in which any excess/surplus cash
remaining in the Settlement Account at the end of the Reserve
Period should be retained/released and applied;
(d) authorise, direct, request and empower the Purchaser and the
Issuer, (i) to agree and execute (as applicable) a supplemental
agreement to the Administration Agreement with LFO (the
"Supplemental Agreement") to provide for any additional services
that may be required to be performed by LFO in order to implement
the Remediation Plan, including making the relevant cash payments
to the affected borrowers and the Authority as contemplated in
paragraph (c)(i) above, and (ii) to agree and execute and do, all
such other deeds, instruments, acts and things as may be necessary
or appropriate to carry out and give effect to the Supplemental
Agreement;
(e) approve and assent to the settlement account agreement in or
substantially in the form of the draft set out in Annex A to the
Consent Solicitation Memorandum and made available for inspection
at the specified offices of the Issuer or the Irish Paying Agent on
and from the date of this Notice (the "Settlement Account
Agreement") and authorise, direct, request and empower the Note
Trustee, the Security Trustee, the Cash Manager and the Issuer, as
applicable, (i) to agree and execute (as applicable) the Settlement
Account Agreement and (ii) to agree and execute and do, all such
other deeds, instruments, acts and things as may be necessary or
appropriate to carry out and give effect to the Settlement Account
Agreement;
(f) authorise, direct, request and empower the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer as applicable (i)
to treat and distribute any amounts(s) transferred from the
Settlement Account to the Issuer Account as Available Revenue
Funds; and (ii) to concur in, and to execute and do, all such other
deeds, instruments, acts and things as may be necessary or
appropriate to carry out and give effect to the amendment(s)
required to be made to the definition of Available Revenue Funds in
order to ensure that any amounts(s) transferred from the Settlement
Account to the Issuer Account constitute Available Revenue Funds
and can be distributed by the Cash Manager (for and on behalf of
the Issuer) as Available Revenue Funds in accordance with the
Pre-Enforcement Revenue Priority of Payments, as contemplated by
the Extraordinary Resolutions set out in paragraphs, (c)(iii),
(c)(v) and (c)(vi)(A);
(g) once the balance in the Settlement Account is reduced to
zero, authorise and sanction the Security Trustee to release the
Security granted pursuant to the Deed of Charge over the Settlement
Account itself and authorise and sanction the Issuer to close the
Settlement Account;
(h) authorise the Issuer to pay any fees, costs, charges and
expenses of any third party reasonably incurred (to the extent not
paid from the funds standing to the credit of the Settlement
Account) relating to (i) implementing the Remediation Plan and (ii)
the consent solicitation process, either at the relevant line item
in Condition 2(i) (Order of Priority) of the pre-enforcement
priority of payments or line item (vi)(G) of Condition 2(i) (Order
of Priority) of the pre-enforcement priority of payments;
(i) authorise, direct, request and empower the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer, as applicable to
agree and execute and do, all such other deeds, instruments, acts
and things as may be necessary or appropriate to carry out and give
effect to (i) the Remediation Plan and (ii) any Extraordinary
Resolution;
(j) ratify and confirm each and every act or thing done or
effected by the Issuer in relation to the appointment of Deloitte
as its financial adviser and the incurrence of its fees in
connection therewith;
(k) ratify and confirm each and every act or thing that may be
done or effected by the Issuer, the Paying Agents, the Tabulation
Agent, the Cash Manager, the Note Trustee, the Security Trustee and
any of their respective directors, officers, employees, agents or
affiliates or any person nominated by the Issuer in the proper
exercise of his or her powers and/or authority under the Consent
Solicitation Memorandum in order to carry out and give effect to
(i) the Remediation Plan and (ii) any Extraordinary Resolution;
(l) agree, in relation to the submission of a Consent
Instruction (if applicable), (i) to do all such acts and things as
shall be necessary and execute any additional documents deemed by
the Issuer to be desirable, in each case, to perfect any of the
authorities expressed to be given under the Consent Solicitation
Memorandum and appoint the Tabulation Agent as its authorised
attorney to do so on its behalf, and (ii) to execute and deliver
any additional documents and/or do such other things deemed by the
Issuer to be necessary or desirable to effect delivery of the
Consent Instructions related to such Notes or to evidence such
power and authority;
(m) discharge and exonerate each of the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer from all
liability for which it may have become or may become responsible
under the Note Trust Deed, the Deed of Charge, any other
Transaction Document or the Notes in respect of any act or omission
in connection with the implementation of the Remediation Plan,
these Extraordinary Resolutions, the Supplemental Agreement and/or
the Settlement Account Agreement; and
(n) sanction and assent to every abrogation, amendment,
modification, compromise or arrangement in respect of the rights of
the Noteholders against the Issuer or any other person (whether
such rights shall arise under the Note Trust Deed, the Deed of
Charge or otherwise) involved in or resulting from or to be
effected by, the implementation of the Remediation Plan, these
Extraordinary Resolutions, the Supplemental Agreement and/or the
Settlement Account Agreement.
Terms used but not otherwise defined in these Extraordinary
Resolutions shall have the meaning given in the Note Trust Deed,
the Conditions or the Consent Solicitation Memorandum."
Background to Extraordinary Resolutions
The Extraordinary Resolutions are being proposed in connection
with the Consent Solicitation.
The purpose of the Consent Solicitation is to invite Noteholders
from each Class of Notes to consider and, if thought fit, to
approve the Extraordinary Resolutions in connection with the:
(a) implementation of a remediation plan proposed by the Issuer,
as more fully described in the section entitled "Remediation Plan
and Release of Settlement Amount" of the Consent Solicitation
Memorandum (with such amendments as the Issuer may consider
necessary, appropriate or desirable from time to time) (the
"Remediation Plan"); and
(b) release and application of the cash standing to the credit
of the Settlement Account (as defined in the Consent Solicitation
Memorandum) in the manner contemplated in the Consent Solicitation
Memorandum and the Extraordinary Resolutions,
(together, the "Proposals").
Full details of the background to, and the reasons for, the
implementation of the Proposals and the Extraordinary Resolutions
are contained in the Consent Solicitation Memorandum, copies of
which are available upon request from the Issuer or Tabulation
Agent, the contact details for which are set out below. In order to
receive a copy of the Consent Solicitation Memorandum, a Noteholder
will be required to provide confirmation as to his or her status as
an eligible Noteholder.
General
The attention of Noteholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of an Extraordinary Resolution at a Meeting or any meeting
held following any adjournment of any Meeting, which are set out in
"Voting and Quorum" below (see in particular paragraph 6). Having
regard to such requirements, Noteholders are strongly urged either
to attend the relevant Meeting or to take steps to be represented
at such Meeting (including by way of submitting Consent
Instructions) as soon as possible.
Copies of this Notice, the Note Trust Deed (including the
Conditions of the Notes), the Deed of Charge and the draft
Settlement Account Agreement referred to in the Extraordinary
Resolutions set out above and of certain other relevant documents
will be available for inspection at the specified offices of the
Paying Agents and the Tabulation Agent set out below.
Subject to the approval of the Extraordinary Resolutions with
respect to the Class A2 Notes, the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes (as described in the
Consent Solicitation Memorandum) the Extraordinary Resolutions, if
approved as described above, will be implemented as soon as
reasonably practicable after the announcement via the Clearing
Systems and the Irish Stock Exchange website of the results of the
Meetings that all of the Extraordinary Resolutions have been
approved by each of the Classes of Noteholders.
In accordance with normal practice, the Note Trustee and the
Security Trustee express no opinion as to the merits of the Consent
Solicitation (as defined in the Consent Solicitation Memorandum) or
the Proposals (as defined above) (which they were not involved in
negotiating). They have, however, authorised it to be stated that,
on the basis of the information set out in the Consent Solicitation
Memorandum (which they recommend the Class A1 Noteholders to read
carefully) and in this Notice, it has no objection to the
Extraordinary Resolutions referred to above being submitted to the
Class A1 Noteholders for their consideration. The Note Trustee and
the Security Trustee have not been involved in formulating the
Consent Solicitation, the Extraordinary Resolutions or the
Proposals and make no representation that all relevant information
has been disclosed to the Class A1 Noteholders in the Consent
Solicitation Memorandum and this Notice. Accordingly, the Note
Trustee and the Security Trustee urge the Class A1 Noteholders who
are in any doubt as to the impact of the implementation of the
Extraordinary Resolutions to seek their own independent legal and
financial advice.
By submitting or delivering a duly completed Consent Instruction
to the relevant Clearing System, a Class A1 Noteholder instructs
the Principal Paying Agent to appoint the Tabulation Agent as proxy
to attend and vote at the Meeting in favour of or against the
Extraordinary Resolutions. The terms and conditions of the Consent
Solicitation Memorandum are without prejudice to the right of a
Class A1 Noteholder to attend and vote at the Meeting as set out in
this Notice and in the Note Trust Deed.
Voting and Quorum
1. The provisions governing the convening and holding of a
Meeting are set out in Schedule 5 (Provisions for Meetings of
Noteholders) to the Note Trust Deed, a copy of which is available
for inspection by the Noteholders during normal business hours at
the respective specified offices of the Paying Agents and the
Tabulation Agent set out below.
2. All of the Notes of each Class are represented by a global
note of the relevant Class held by a common depositary for
Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or
Euroclear Bank S.A./N.V. ("Euroclear"). For the purposes of the
Meeting, a "Noteholder" shall mean each person who is for the time
being shown in the records of Euroclear or Clearstream, Luxembourg
as the holder of a particular principal amount outstanding of the
relevant Class of Notes.
3. A Noteholder wishing to attend the relevant Meeting in person
must produce at that Meeting a valid Voting Certificate issued by a
Paying Agent relating to the relevant Class of Notes in respect of
which it wishes to vote.
4. A Noteholder not wishing to attend and vote at the relevant
Meeting in person may either deliver its valid Voting
Certificate(s) to the person whom he wishes to attend on his behalf
or give a voting instruction (by giving his electronic voting
instructions (a "Consent Instruction")) to Clearstream, Luxembourg
and/or Euroclear instructing a Paying Agent to appoint Wilmington
Trust (London) Limited (the "Tabulation Agent") to attend and vote
at the Meeting in accordance with his instructions.
5. A Noteholder must request the relevant clearing system to
block the relevant Notes in his own account and to hold the same to
the order or under the control of a Paying Agent not later than 48
hours before the time appointed for holding the relevant Meeting in
order to obtain Voting Certificates or to give Consent Instructions
in respect of the relevant Meeting. Notes of the relevant Class so
blocked will not be released until the earlier of:
(a) in respect of Voting Certificate(s):
(i) the conclusion of the relevant Meeting (or, if applicable,
any adjournment of the relevant Meeting); and
(ii) the surrender of the Voting Certificate(s) to the Paying
Agent who issued the same and the notification by such Paying Agent
to the relevant clearing system of such surrender or the compliance
in such other manner with the rules of the relevant clearing
system; and
(b) in respect of Consent Instructions:
(i) the date on which the Consent Solicitation is terminated by
the Issuer (provided that such termination is more than 48 hours
before the time set for the relevant Meeting);
(ii) the date on which the relevant Consent Instruction is
validly revoked in accordance with the terms of the Consent
Solicitation Memorandum; and
(iii) the conclusion of each of the Meetings of the Class A1
Noteholders, Class A2 Noteholders, Class B Noteholders, Class C
Noteholders, Class D Noteholders, and the Class E Noteholders (or,
if applicable, any adjournment of any of the Meetings).
6. The quorum required at each Meeting is two or more
Noteholders present in person holding Notes of the relevant Class
and/or persons present in person holding Voting Certificates and/or
being proxies and being or representing in the aggregate holders of
not less than 75 per cent. in Principal Amount Outstanding of the
Notes of the relevant Class for the time being outstanding (as
defined in the Transaction Master Definitions and Framework Deed).
If a quorum is not present at the relevant Meeting, such Meeting
will be adjourned for a period of not fewer than 14 days and not
more than 42 days and the Extraordinary Resolutions will be
considered at an adjourned Meeting (notice of which will be given
to the relevant Noteholders). The quorum at such an adjourned
Meeting will be two or more Noteholders present in person holding
Notes of the relevant Class and/or persons present in person
holding Voting Certificates and/or being proxies and being or
representing in the aggregate the holders of not less than 25 per
cent. in Principal Amount Outstanding of the Notes of the relevant
Class for the time being outstanding (as defined in the Transaction
Master Definitions and Framework Deed).
7. Voting Certificates and Consent Instructions given in respect
of the relevant Meeting (unless surrendered or, as the case may be,
revoked at least 48 hours prior to any adjourned Meeting) shall
remain valid for such adjourned Meeting.
8. Every question submitted to the relevant Meeting will be
decided on a show of hands unless a poll is duly demanded by the
Chairman of that Meeting, the Issuer or one or more Noteholders
holding one or more Notes of the relevant Class and/or persons
holding Voting Certificates and/or being proxies and being or
representing in the aggregate the holders of not less than 5 per
cent. of the Principal Amount Outstanding of the Notes of the
relevant Class then outstanding (as defined in the Transaction
Master Definitions and Framework Deed). On a show of hands every
person who is present in person and produces a Voting Certificate
or is a proxy shall have one vote. On a poll every person who is so
present shall have one vote in respect of each GBP50,000 principal
amount of the Principal Amount Outstanding of the relevant Class of
Notes represented by the Voting Certificate so produced or in
respect of which that person is a proxy.
9. To be passed at a Meeting, each Extraordinary Resolution
requires a majority of not less than three-fourths of the persons
voting at the relevant Meeting upon a show of hands or if a poll is
duly demanded by a majority consisting of not less than
three-fourths of the votes cast on such poll. If passed by a Class
of Noteholders, the Extraordinary Resolutions shall be binding on
all Noteholders of the relevant Class, whether present or not at
the relevant Meeting at which it is passed and whether or not
voting. However, the Proposals will only be implemented if the
Extraordinary Resolutions in respect of all Classes of Notes are
approved.
This Notice is given by:
Honours PLC
Third Floor
1 King's Arms Yard
London EC2R 7AF
Telephone: +44 207 397 3600
E-mail: Transactionteam@wilmingtontrust.com
Attention: The Directors
Dated 17 May 2019
Contact Information
Requests for copies of the Consent Solicitation Memorandum and
information in relation to the Consent Solicitation and the
procedures for the submission of a Consent Instruction should be
directed to:
The Tabulation Agent
Wilmington Trust (London) Limited
Third Floor
1 King's Arms Yard
London EC2R 7AF
Telephone: +44 207 397 3600
E-mail: adminlondon@wilmingtontrust.com
Attention: The Directors - Honours Tabulation Agent
Noteholders whose Notes are held by Euroclear or Clearstream,
Luxembourg should contact the following for further
information:
Euroclear: Corporate Action Department (email:
Bonds_offers@Euroclear.com)
Clearstream: CIE Department (email:
ciefaxes.cs@clearstream.com)
The Tabulation Agent does not take responsibility for the
contents of this Notice and none of the Issuer or the Tabulation
Agent, or any of their respective directors, employees or
affiliates makes any representation or recommendation whatsoever
regarding the Consent Solicitation. This Notice must be read in
conjunction with the Consent Solicitation Memorandum. No offer to
acquire any Notes is being made pursuant to this Notice. This
Notice and the Consent Solicitation Memorandum contain important
information, which should be read carefully before any decision is
made with respect to the Consent Solicitation. If any holder of the
Notes is in any doubt as to the action it should take, it is
recommended to seek its own advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent adviser.
Distribution Restrictions
This Notice and the Consent Solicitation Memorandum do not
constitute an offer or an invitation to participate in the Consent
Solicitation in any jurisdiction in or from which, or to or from
any person to or from whom, it is unlawful to make such offer or
invitation under applicable securities laws. The distribution of
the Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession the Consent
Solicitation Memorandum comes are required by each of the Issuer
and the Tabulation Agent to inform themselves about, and to
observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the
Issuer or the Tabulation Agent in relation to the Consent
Solicitation that would permit a public offering of securities.
Any materials relating to the Consent Solicitation do not
constitute, and may not be used in connection with, any form of
offer or solicitation in any place where such offer or solicitation
is not permitted by law.
Annex B - Notice of Meeting of the Class A2 Notes
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
CLASS A2 NOTEHOLDERS. IF CLASS A2 NOTEHOLDERS ARE IN ANY DOUBT AS
TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN
INDEPENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL
SERVICES AND MARKETS ACT 2000 IMMEDIATELY.
HONOURS PLC
(the "Issuer")
(Incorporated in England and Wales with registered number
03702189)
NOTICE OF A MEETING
of the holders (the "Class A2 Noteholders") of those of the
GBP54,200,000 Class A2 Asset Backed Floating Rate Notes due
2029
of the Issuer presently outstanding
(the "Class A2 Notes")
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the
Class A2 Noteholders convened by the Issuer will be held at the
offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street,
London EC4Y 1HS at 2.30 p.m. (London time) on 10 June 2019 for the
purpose of considering and, if thought fit, passing the following
resolutions which will be proposed as Extraordinary Resolutions (to
be passed as Basic Terms Modifications) in accordance with the
provisions of the Note Trust Deed dated 10 November 2006 (the "Note
Trust Deed") made between the Issuer and Deutsche Trustee Company
Limited (the "Note Trustee") as trustee for the Class A2
Noteholders and constituting the Class A2 Notes. Pursuant to the
terms of the Note Trust Deed, the Issuer will convene separate
meetings of Noteholders of each Class of Notes for each meeting to
consider the Extraordinary Resolutions in respect of such Class of
Notes, which if passed by all Classes of Notes, will approve the
Proposals (as defined below).
Unless the context otherwise requires, capitalised terms used
but not defined in this Notice shall have the meaning given in the
Note Trust Deed, the terms and conditions of the Notes (the
"Conditions"), the consent solicitation memorandum dated 17 May
2019 from the Issuer addressed to the Noteholders (the "Consent
Solicitation Memorandum") or the Extraordinary Resolutions, as
applicable.
EXTRAORDINARY RESOLUTIONS
"THAT this meeting (the "Meeting") of the holders of those of
the GBP54,200,000 Class A2 Asset Backed Floating Rate Notes due
2029 issued by Honours PLC (the "Issuer") presently outstanding
(the "Class A2 Notes") constituted by the Note Trust Deed dated 10
November 2006 (the "Note Trust Deed") made between the Issuer and
Deutsche Trustee Company Limited (the "Note Trustee") as trustee
for the holders of the Class A2 Notes (the "Class A2 Noteholders")
hereby:
(a) sanction, authorise and approve the implementation of the
Remediation Plan proposed by the Issuer (in accordance with the
Consent Solicitation Memorandum and these Extraordinary
Resolutions) (with such amendments as the Issuer may consider
necessary, appropriate or desirable from time to time, provided
that such amendments will not result in substantial costs being
incurred by the Issuer);
(b) authorise, direct, request and empower Deloitte LLP
("Deloitte") and Link Financial Outsourcing Limited ("LFO") to take
any action and steps and do all things as may be necessary,
appropriate or desirable to carry out and give effect to the
Remediation Plan (in accordance with the Consent Solicitation
Memorandum and these Extraordinary Resolutions);
(c) authorise the release of the cash standing to the credit of
the Settlement Account from the Security as and when withdrawn and
authorise the Issuer to use the cash standing to the credit of the
Settlement Account in accordance with the Settlement Account
Agreement, which will provide that this cash will be applied by the
Issuer -
(i) to make cash refunds to the affected borrowers and the
Authority pursuant to the Remediation Plan, by transferring amounts
to LFO to enable LFO to make such payments;
(ii) to pay Deloitte's and LFO's costs relating to implementing
the Remediation Plan, up to a maximum aggregate amount of
GBP1,000,000;
(iii) to reimburse the structure in respect of third party costs
(including legal and financial advisory costs) incurred by the
structure up to and including 31 March 2019 in connection with (i)
dealing with the non-compliance issues in relation to the CCA,
including negotiating and finalising the settlement with Capita,
and (ii) the formulation of the Remediation Plan, by adding an
amount in respect of such third party costs (after having paid or
provided for the amounts referred to in paragraphs (i) and (ii)
above and (v) below) to the Available Revenue Funds, up to a
maximum aggregate amount of GBP1,000,000;
(iv) to pay all third party costs (including, without
limitation, any legal, Note Trustee, Security Trustee, Cash Manager
and financial advisory costs) incurred after 31 March 2019 to the
date of completion of the Remediation Plan which the Issuer is
obliged to pay or reimburse in connection with (i) the formulation
and implementation of the Remediation Plan, and (ii) the consent
solicitation process, by transferring the relevant amount(s) in
respect of such third party costs to the relevant third party
(after having paid or provided for the amounts referred to in
paragraphs (i), (ii) and (iii) above and (v) below), but only to
the extent that having covered the expenses and items in paragraphs
(i), (ii) and (iii) above and (v) below, at least GBP1,500,000 will
be remaining in the Settlement Account to establish the reserve
fund contemplated in (vi) below;
(v) for PDL remediation (where remediation is payable to a
borrower whose loan is still outstanding, the borrower's account
balance will be reduced by the amount of the remediation) by adding
amounts (not used in paragraphs (i), (ii), (iii) and (iv) above) to
the Available Revenue Funds to offset the impact of balance
adjustments, both in terms of interest cancelled and any principal
reductions as a result of the implementation of the Remediation
Plan by adding equivalent sums to the PDL;
(vi) to keep any remaining cash (after applying it in the manner
contemplated in paragraphs (i), (ii), (iii), (iv) and (v) above) in
the Settlement Account as a reserve fund for a period of 36 months
(the "Reserve Period") to be used to meet any potential future
liability, costs, claims, expenses or losses to the Honours
structure as a result of any borrower and/or the Authority making
any claim or demand or taking any action against the Issuer and/or
the Purchaser in connection with the Remediation Plan or arising as
a result of the non-compliance issues in relation to the CCA (the
"Claims"), and after the Reserve Period:
(A) if there has been less than GBP100,000 of Claims made
against the Issuer and/or the Purchaser during the Reserve Period,
with less than GBP10,000 of Claims made against the Issuer and/or
the Purchaser within the 12 month period preceding the last day of
the Reserve Period, to use any excess/surplus cash remaining in the
Settlement Account at the end of the Reserve Period by transferring
such remaining amount to the Issuer Account to be distributed by
the Cash Manager (for and on behalf of the Issuer) as Available
Revenue Funds in accordance with the Pre-Enforcement Revenue
Priority of Payments at that time; and
(B) if there has been GBP100,000 or more of Claims made against
the Issuer and/or the Purchaser during the Reserve Period and/or
GBP10,000 or more of Claims made against the Issuer and/or the
Purchaser within the 12 month period preceding the last day of the
Reserve Period, to obtain approval from the Noteholders at that
point in time as to the manner in which any excess/surplus cash
remaining in the Settlement Account at the end of the Reserve
Period should be retained/released and applied;
(d) authorise, direct, request and empower the Purchaser and the
Issuer, (i) to agree and execute (as applicable) a supplemental
agreement to the Administration Agreement with LFO (the
"Supplemental Agreement") to provide for any additional services
that may be required to be performed by LFO in order to implement
the Remediation Plan, including making the relevant cash payments
to the affected borrowers and the Authority as contemplated in
paragraph (c)(i) above, and (ii) to agree and execute and do, all
such other deeds, instruments, acts and things as may be necessary
or appropriate to carry out and give effect to the Supplemental
Agreement;
(e) approve and assent to the settlement account agreement in or
substantially in the form of the draft set out in Annex A to the
Consent Solicitation Memorandum and made available for inspection
at the specified offices of the Issuer or the Irish Paying Agent on
and from the date of this Notice (the "Settlement Account
Agreement") and authorise, direct, request and empower the Note
Trustee, the Security Trustee, the Cash Manager and the Issuer, as
applicable, (i) to agree and execute (as applicable) the Settlement
Account Agreement and (ii) to agree and execute and do, all such
other deeds, instruments, acts and things as may be necessary or
appropriate to carry out and give effect to the Settlement Account
Agreement;
(f) authorise, direct, request and empower the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer as applicable (i)
to treat and distribute any amounts(s) transferred from the
Settlement Account to the Issuer Account as Available Revenue
Funds; and (ii) to concur in, and to execute and do, all such other
deeds, instruments, acts and things as may be necessary or
appropriate to carry out and give effect to the amendment(s)
required to be made to the definition of Available Revenue Funds in
order to ensure that any amounts(s) transferred from the Settlement
Account to the Issuer Account constitute Available Revenue Funds
and can be distributed by the Cash Manager (for and on behalf of
the Issuer) as Available Revenue Funds in accordance with the
Pre-Enforcement Revenue Priority of Payments, as contemplated by
the Extraordinary Resolutions set out in paragraphs, (c)(iii),
(c)(v) and (c)(vi)(A);
(g) once the balance in the Settlement Account is reduced to
zero, authorise and sanction the Security Trustee to release the
Security granted pursuant to the Deed of Charge over the Settlement
Account itself and authorise and sanction the Issuer to close the
Settlement Account;
(h) authorise the Issuer to pay any fees, costs, charges and
expenses of any third party reasonably incurred (to the extent not
paid from the funds standing to the credit of the Settlement
Account) relating to (i) implementing the Remediation Plan and (ii)
the consent solicitation process, either at the relevant line item
in Condition 2(i) (Order of Priority) of the pre-enforcement
priority of payments or line item (vi)(G) of Condition 2(i) (Order
of Priority) of the pre-enforcement priority of payments;
(i) authorise, direct, request and empower the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer, as applicable to
agree and execute and do, all such other deeds, instruments, acts
and things as may be necessary or appropriate to carry out and give
effect to (i) the Remediation Plan and (ii) any Extraordinary
Resolution;
(j) ratify and confirm each and every act or thing done or
effected by the Issuer in relation to the appointment of Deloitte
as its financial adviser and the incurrence of its fees in
connection therewith;
(k) ratify and confirm each and every act or thing that may be
done or effected by the Issuer, the Paying Agents, the Tabulation
Agent, the Cash Manager, the Note Trustee, the Security Trustee and
any of their respective directors, officers, employees, agents or
affiliates or any person nominated by the Issuer in the proper
exercise of his or her powers and/or authority under the Consent
Solicitation Memorandum in order to carry out and give effect to
(i) the Remediation Plan and (ii) any Extraordinary Resolution;
(l) agree, in relation to the submission of a Consent
Instruction (if applicable), (i) to do all such acts and things as
shall be necessary and execute any additional documents deemed by
the Issuer to be desirable, in each case, to perfect any of the
authorities expressed to be given under the Consent Solicitation
Memorandum and appoint the Tabulation Agent as its authorised
attorney to do so on its behalf, and (ii) to execute and deliver
any additional documents and/or do such other things deemed by the
Issuer to be necessary or desirable to effect delivery of the
Consent Instructions related to such Notes or to evidence such
power and authority;
(m) discharge and exonerate each of the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer from all
liability for which it may have become or may become responsible
under the Note Trust Deed, the Deed of Charge, any other
Transaction Document or the Notes in respect of any act or omission
in connection with the implementation of the Remediation Plan,
these Extraordinary Resolutions, the Supplemental Agreement and/or
the Settlement Account Agreement; and
(n) sanction and assent to every abrogation, amendment,
modification, compromise or arrangement in respect of the rights of
the Noteholders against the Issuer or any other person (whether
such rights shall arise under the Note Trust Deed, the Deed of
Charge or otherwise) involved in or resulting from or to be
effected by, the implementation of the Remediation Plan, these
Extraordinary Resolutions, the Supplemental Agreement and/or the
Settlement Account Agreement.
Terms used but not otherwise defined in these Extraordinary
Resolutions shall have the meaning given in the Note Trust Deed,
the Conditions or the Consent Solicitation Memorandum."
Background to Extraordinary Resolutions
The Extraordinary Resolutions are being proposed in connection
with the Consent Solicitation.
The purpose of the Consent Solicitation is to invite Noteholders
from each Class of Notes to consider and, if thought fit, to
approve the Extraordinary Resolutions in connection with the:
(a) implementation of a remediation plan proposed by the Issuer,
as more fully described in the section entitled "Remediation Plan
and Release of Settlement Amount" of the Consent Solicitation
Memorandum (with such amendments as the Issuer may consider
necessary, appropriate or desirable from time to time) (the
"Remediation Plan"); and
(b) release and application of the cash standing to the credit
of the Settlement Account (as defined in the Consent Solicitation
Memorandum) in the manner contemplated in the Consent Solicitation
Memorandum and the Extraordinary Resolutions,
(together, the "Proposals").
Full details of the background to, and the reasons for, the
implementation of the Proposals and the Extraordinary Resolutions
are contained in the Consent Solicitation Memorandum, copies of
which are available upon request from the Issuer or Tabulation
Agent, the contact details for which are set out below. In order to
receive a copy of the Consent Solicitation Memorandum, a Noteholder
will be required to provide confirmation as to his or her status as
an eligible Noteholder.
General
The attention of Noteholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of an Extraordinary Resolution at a Meeting or any meeting
held following any adjournment of any Meeting, which are set out in
"Voting and Quorum" below (see in particular paragraph 6). Having
regard to such requirements, Noteholders are strongly urged either
to attend the relevant Meeting or to take steps to be represented
at such Meeting (including by way of submitting Consent
Instructions) as soon as possible.
Copies of this Notice, the Note Trust Deed (including the
Conditions of the Notes), the Deed of Charge and the draft
Settlement Account Agreement referred to in the Extraordinary
Resolutions set out above and of certain other relevant documents
will be available for inspection at the specified offices of the
Paying Agents and the Tabulation Agent set out below.
Subject to the approval of the Extraordinary Resolutions with
respect to the Class A1 Notes, the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes (as described in the
Consent Solicitation Memorandum) the Extraordinary Resolutions, if
approved as described above, will be implemented as soon as
reasonably practicable after the announcement via the Clearing
Systems and the Irish Stock Exchange website of the results of the
Meetings that all of the Extraordinary Resolutions have been
approved by each of the Classes of Noteholders.
In accordance with normal practice, the Note Trustee and the
Security Trustee express no opinion as to the merits of the Consent
Solicitation (as defined in the Consent Solicitation Memorandum) or
the Proposals (as defined above) (which they were not involved in
negotiating). They have, however, authorised it to be stated that,
on the basis of the information set out in the Consent Solicitation
Memorandum (which they recommend the Class A2 Noteholders to read
carefully) and in this Notice, it has no objection to the
Extraordinary Resolutions referred to above being submitted to the
Class A2 Noteholders for their consideration. The Note Trustee and
the Security Trustee have not been involved in formulating the
Consent Solicitation, the Extraordinary Resolutions or the
Proposals and make no representation that all relevant information
has been disclosed to the Class A2 Noteholders in the Consent
Solicitation Memorandum and this Notice. Accordingly, the Note
Trustee and the Security Trustee urge the Class A2 Noteholders who
are in any doubt as to the impact of the implementation of the
Extraordinary Resolutions to seek their own independent legal and
financial advice.
By submitting or delivering a duly completed Consent Instruction
to the relevant Clearing System, a Class A2 Noteholder instructs
the Principal Paying Agent to appoint the Tabulation Agent as proxy
to attend and vote at the Meeting in favour of or against the
Extraordinary Resolutions. The terms and conditions of the Consent
Solicitation Memorandum are without prejudice to the right of a
Class A2 Noteholder to attend and vote at the Meeting as set out in
this Notice and in the Note Trust Deed.
Voting and Quorum
1. The provisions governing the convening and holding of a
Meeting are set out in Schedule 5 (Provisions for Meetings of
Noteholders) to the Note Trust Deed, a copy of which is available
for inspection by the Noteholders during normal business hours at
the respective specified offices of the Paying Agents and the
Tabulation Agent set out below.
2. All of the Notes of each Class are represented by a global
note of the relevant Class held by a common depositary for
Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or
Euroclear Bank S.A./N.V. ("Euroclear"). For the purposes of the
Meeting, a "Noteholder" shall mean each person who is for the time
being shown in the records of Euroclear or Clearstream, Luxembourg
as the holder of a particular principal amount outstanding of the
relevant Class of Notes.
3. A Noteholder wishing to attend the relevant Meeting in person
must produce at that Meeting a valid Voting Certificate issued by a
Paying Agent relating to the relevant Class of Notes in respect of
which it wishes to vote.
4. A Noteholder not wishing to attend and vote at the relevant
Meeting in person may either deliver its valid Voting
Certificate(s) to the person whom he wishes to attend on his behalf
or give a voting instruction (by giving his electronic voting
instructions (a "Consent Instruction")) to Clearstream, Luxembourg
and/or Euroclear instructing a Paying Agent to appoint Wilmington
Trust (London) Limited (the "Tabulation Agent") to attend and vote
at the Meeting in accordance with his instructions.
5. A Noteholder must request the relevant clearing system to
block the relevant Notes in his own account and to hold the same to
the order or under the control of a Paying Agent not later than 48
hours before the time appointed for holding the relevant Meeting in
order to obtain Voting Certificates or to give Consent Instructions
in respect of the relevant Meeting. Notes of the relevant Class so
blocked will not be released until the earlier of:
(a) in respect of Voting Certificate(s):
(i) the conclusion of the relevant Meeting (or, if applicable,
any adjournment of the relevant Meeting); and
(ii) the surrender of the Voting Certificate(s) to the Paying
Agent who issued the same and the notification by such Paying Agent
to the relevant clearing system of such surrender or the compliance
in such other manner with the rules of the relevant clearing
system; and
(b) in respect of Consent Instructions:
(i) the date on which the Consent Solicitation is terminated by
the Issuer (provided that such termination is more than 48 hours
before the time set for the relevant Meeting);
(ii) the date on which the relevant Consent Instruction is
validly revoked in accordance with the terms of the Consent
Solicitation Memorandum; and
(iii) the conclusion of each of the Meetings of the Class A1
Noteholders, Class A2 Noteholders, Class B Noteholders, Class C
Noteholders, Class D Noteholders, and the Class E Noteholders (or,
if applicable, any adjournment of any of the Meetings).
6. The quorum required at each Meeting is two or more
Noteholders present in person holding Notes of the relevant Class
and/or persons present in person holding Voting Certificates and/or
being proxies and being or representing in the aggregate holders of
not less than 75 per cent. in Principal Amount Outstanding of the
Notes of the relevant Class for the time being outstanding (as
defined in the Transaction Master Definitions and Framework Deed).
If a quorum is not present at the relevant Meeting, such Meeting
will be adjourned for a period of not fewer than 14 days and not
more than 42 days and the Extraordinary Resolutions will be
considered at an adjourned Meeting (notice of which will be given
to the relevant Noteholders). The quorum at such an adjourned
Meeting will be two or more Noteholders present in person holding
Notes of the relevant Class and/or persons present in person
holding Voting Certificates and/or being proxies and being or
representing in the aggregate the holders of not less than 25 per
cent. in Principal Amount Outstanding of the Notes of the relevant
Class for the time being outstanding (as defined in the Transaction
Master Definitions and Framework Deed).
7. Voting Certificates and Consent Instructions given in respect
of the relevant Meeting (unless surrendered or, as the case may be,
revoked at least 48 hours prior to any adjourned Meeting) shall
remain valid for such adjourned Meeting.
8. Every question submitted to the relevant Meeting will be
decided on a show of hands unless a poll is duly demanded by the
Chairman of that Meeting, the Issuer or one or more Noteholders
holding one or more Notes of the relevant Class and/or persons
holding Voting Certificates and/or being proxies and being or
representing in the aggregate the holders of not less than 5 per
cent. of the Principal Amount Outstanding of the Notes of the
relevant Class then outstanding (as defined in the Transaction
Master Definitions and Framework Deed). On a show of hands every
person who is present in person and produces a Voting Certificate
or is a proxy shall have one vote. On a poll every person who is so
present shall have one vote in respect of each GBP50,000 principal
amount of the Principal Amount Outstanding of the relevant Class of
Notes represented by the Voting Certificate so produced or in
respect of which that person is a proxy.
9. To be passed at a Meeting, each Extraordinary Resolution
requires a majority of not less than three-fourths of the persons
voting at the relevant Meeting upon a show of hands or if a poll is
duly demanded by a majority consisting of not less than
three-fourths of the votes cast on such poll. If passed by a Class
of Noteholders, the Extraordinary Resolutions shall be binding on
all Noteholders of the relevant Class, whether present or not at
the relevant Meeting at which it is passed and whether or not
voting. However, the Proposals will only be implemented if the
Extraordinary Resolutions in respect of all Classes of Notes are
approved.
This Notice is given by:
Honours PLC
Third Floor
1 King's Arms Yard
London EC2R 7AF
Telephone: +44 207 397 3600
E-mail: Transactionteam@wilmingtontrust.com
Attention: The Directors
Dated 17 May 2019
Contact Information
Requests for copies of the Consent Solicitation Memorandum and
information in relation to the Consent Solicitation and the
procedures for the submission of a Consent Instruction should be
directed to:
The Tabulation Agent
Wilmington Trust (London) Limited
Third Floor
1 King's Arms Yard
London EC2R 7AF
Telephone: +44 207 397 3600
E-mail: adminlondon@wilmingtontrust.com
Attention: The Directors - Honours Tabulation Agent
Noteholders whose Notes are held by Euroclear or Clearstream,
Luxembourg should contact the following for further
information:
Euroclear: Corporate Action Department (email:
Bonds_offers@Euroclear.com)
Clearstream: CIE Department (email:
ciefaxes.cs@clearstream.com)
The Tabulation Agent does not take responsibility for the
contents of this Notice and none of the Issuer or the Tabulation
Agent, or any of their respective directors, employees or
affiliates makes any representation or recommendation whatsoever
regarding the Consent Solicitation. This Notice must be read in
conjunction with the Consent Solicitation Memorandum. No offer to
acquire any Notes is being made pursuant to this Notice. This
Notice and the Consent Solicitation Memorandum contain important
information, which should be read carefully before any decision is
made with respect to the Consent Solicitation. If any holder of the
Notes is in any doubt as to the action it should take, it is
recommended to seek its own advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent adviser.
Distribution Restrictions
This Notice and the Consent Solicitation Memorandum do not
constitute an offer or an invitation to participate in the Consent
Solicitation in any jurisdiction in or from which, or to or from
any person to or from whom, it is unlawful to make such offer or
invitation under applicable securities laws. The distribution of
the Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession the Consent
Solicitation Memorandum comes are required by each of the Issuer
and the Tabulation Agent to inform themselves about, and to
observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the
Issuer or the Tabulation Agent in relation to the Consent
Solicitation that would permit a public offering of securities.
Any materials relating to the Consent Solicitation do not
constitute, and may not be used in connection with, any form of
offer or solicitation in any place where such offer or solicitation
is not permitted by law.
Annex C - Notice of Meeting of the Class B Notes
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
CLASS B NOTEHOLDERS. IF CLASS B NOTEHOLDERS ARE IN ANY DOUBT AS TO
THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENT
PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND
MARKETS ACT 2000 IMMEDIATELY.
HONOURS PLC
(the "Issuer")
(Incorporated in England and Wales with registered number
03702189)
NOTICE OF A MEETING
of the holders (the "Class B Noteholders") of those of the
GBP33,350,000 Class B Asset Backed Floating Rate Notes due
2029
of the Issuer presently outstanding
(the "Class B Notes")
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the
Class B Noteholders convened by the Issuer will be held at the
offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street,
London EC4Y 1HS at 3.00 p.m. (London time) on 10 June 2019 for the
purpose of considering and, if thought fit, passing the following
resolutions which will be proposed as Extraordinary Resolutions (to
be passed as Basic Terms Modifications) in accordance with the
provisions of the Note Trust Deed dated 10 November 2006 (the "Note
Trust Deed") made between the Issuer and Deutsche Trustee Company
Limited (the "Note Trustee") as trustee for the Class B Noteholders
and constituting the Class B Notes. Pursuant to the terms of the
Note Trust Deed, the Issuer will convene separate meetings of
Noteholders of each Class of Notes for each meeting to consider the
Extraordinary Resolutions in respect of such Class of Notes, which
if passed by all Classes of Notes, will approve the Proposals (as
defined below).
Unless the context otherwise requires, capitalised terms used
but not defined in this Notice shall have the meaning given in the
Note Trust Deed, the terms and conditions of the Notes (the
"Conditions"), the consent solicitation memorandum dated 17 May
2019 from the Issuer addressed to the Noteholders (the "Consent
Solicitation Memorandum") or the Extraordinary Resolutions, as
applicable.
EXTRAORDINARY RESOLUTIONS
"THAT this meeting (the "Meeting") of the holders of those of
the GBP33,350,000 Class B Asset Backed Floating Rate Notes due 2029
issued by Honours PLC (the "Issuer") presently outstanding (the
"Class B Notes") constituted by the Note Trust Deed dated 10
November 2006 (the "Note Trust Deed") made between the Issuer and
Deutsche Trustee Company Limited (the "Note Trustee") as trustee
for the holders of the Class B Notes (the "Class B Noteholders")
hereby:
(a) sanction, authorise and approve the implementation of the
Remediation Plan proposed by the Issuer (in accordance with the
Consent Solicitation Memorandum and these Extraordinary
Resolutions) (with such amendments as the Issuer may consider
necessary, appropriate or desirable from time to time, provided
that such amendments will not result in substantial costs being
incurred by the Issuer);
(b) authorise, direct, request and empower Deloitte LLP
("Deloitte") and Link Financial Outsourcing Limited ("LFO") to take
any action and steps and do all things as may be necessary,
appropriate or desirable to carry out and give effect to the
Remediation Plan (in accordance with the Consent Solicitation
Memorandum and these Extraordinary Resolutions);
(c) authorise the release of the cash standing to the credit of
the Settlement Account from the Security as and when withdrawn and
authorise the Issuer to use the cash standing to the credit of the
Settlement Account in accordance with the Settlement Account
Agreement, which will provide that this cash will be applied by the
Issuer -
(i) to make cash refunds to the affected borrowers and the
Authority pursuant to the Remediation Plan, by transferring amounts
to LFO to enable LFO to make such payments;
(ii) to pay Deloitte's and LFO's costs relating to implementing
the Remediation Plan, up to a maximum aggregate amount of
GBP1,000,000;
(iii) to reimburse the structure in respect of third party costs
(including legal and financial advisory costs) incurred by the
structure up to and including 31 March 2019 in connection with (i)
dealing with the non-compliance issues in relation to the CCA,
including negotiating and finalising the settlement with Capita,
and (ii) the formulation of the Remediation Plan, by adding an
amount in respect of such third party costs (after having paid or
provided for the amounts referred to in paragraphs (i) and (ii)
above and (v) below) to the Available Revenue Funds, up to a
maximum aggregate amount of GBP1,000,000;
(iv) to pay all third party costs (including, without
limitation, any legal, Note Trustee, Security Trustee, Cash Manager
and financial advisory costs) incurred after 31 March 2019 to the
date of completion of the Remediation Plan which the Issuer is
obliged to pay or reimburse in connection with (i) the formulation
and implementation of the Remediation Plan, and (ii) the consent
solicitation process, by transferring the relevant amount(s) in
respect of such third party costs to the relevant third party
(after having paid or provided for the amounts referred to in
paragraphs (i), (ii) and (iii) above and (v) below), but only to
the extent that having covered the expenses and items in paragraphs
(i), (ii) and (iii) above and (v) below, at least GBP1,500,000 will
be remaining in the Settlement Account to establish the reserve
fund contemplated in (vi) below;
(v) for PDL remediation (where remediation is payable to a
borrower whose loan is still outstanding, the borrower's account
balance will be reduced by the amount of the remediation) by adding
amounts (not used in paragraphs (i), (ii), (iii) and (iv) above) to
the Available Revenue Funds to offset the impact of balance
adjustments, both in terms of interest cancelled and any principal
reductions as a result of the implementation of the Remediation
Plan by adding equivalent sums to the PDL;
(vi) to keep any remaining cash (after applying it in the manner
contemplated in paragraphs (i), (ii), (iii), (iv) and (v) above) in
the Settlement Account as a reserve fund for a period of 36 months
(the "Reserve Period") to be used to meet any potential future
liability, costs, claims, expenses or losses to the Honours
structure as a result of any borrower and/or the Authority making
any claim or demand or taking any action against the Issuer and/or
the Purchaser in connection with the Remediation Plan or arising as
a result of the non-compliance issues in relation to the CCA (the
"Claims"), and after the Reserve Period:
(A) if there has been less than GBP100,000 of Claims made
against the Issuer and/or the Purchaser during the Reserve Period,
with less than GBP10,000 of Claims made against the Issuer and/or
the Purchaser within the 12 month period preceding the last day of
the Reserve Period, to use any excess/surplus cash remaining in the
Settlement Account at the end of the Reserve Period by transferring
such remaining amount to the Issuer Account to be distributed by
the Cash Manager (for and on behalf of the Issuer) as Available
Revenue Funds in accordance with the Pre-Enforcement Revenue
Priority of Payments at that time; and
(B) if there has been GBP100,000 or more of Claims made against
the Issuer and/or the Purchaser during the Reserve Period and/or
GBP10,000 or more of Claims made against the Issuer and/or the
Purchaser within the 12 month period preceding the last day of the
Reserve Period, to obtain approval from the Noteholders at that
point in time as to the manner in which any excess/surplus cash
remaining in the Settlement Account at the end of the Reserve
Period should be retained/released and applied;
(d) authorise, direct, request and empower the Purchaser and the
Issuer, (i) to agree and execute (as applicable) a supplemental
agreement to the Administration Agreement with LFO (the
"Supplemental Agreement") to provide for any additional services
that may be required to be performed by LFO in order to implement
the Remediation Plan, including making the relevant cash payments
to the affected borrowers and the Authority as contemplated in
paragraph (c)(i) above, and (ii) to agree and execute and do, all
such other deeds, instruments, acts and things as may be necessary
or appropriate to carry out and give effect to the Supplemental
Agreement;
(e) approve and assent to the settlement account agreement in or
substantially in the form of the draft set out in Annex A to the
Consent Solicitation Memorandum and made available for inspection
at the specified offices of the Issuer or the Irish Paying Agent on
and from the date of this Notice (the "Settlement Account
Agreement") and authorise, direct, request and empower the Note
Trustee, the Security Trustee, the Cash Manager and the Issuer, as
applicable, (i) to agree and execute (as applicable) the Settlement
Account Agreement and (ii) to agree and execute and do, all such
other deeds, instruments, acts and things as may be necessary or
appropriate to carry out and give effect to the Settlement Account
Agreement;
(f) authorise, direct, request and empower the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer as applicable (i)
to treat and distribute any amounts(s) transferred from the
Settlement Account to the Issuer Account as Available Revenue
Funds; and (ii) to concur in, and to execute and do, all such other
deeds, instruments, acts and things as may be necessary or
appropriate to carry out and give effect to the amendment(s)
required to be made to the definition of Available Revenue Funds in
order to ensure that any amounts(s) transferred from the Settlement
Account to the Issuer Account constitute Available Revenue Funds
and can be distributed by the Cash Manager (for and on behalf of
the Issuer) as Available Revenue Funds in accordance with the
Pre-Enforcement Revenue Priority of Payments, as contemplated by
the Extraordinary Resolutions set out in paragraphs, (c)(iii),
(c)(v) and (c)(vi)(A);
(g) once the balance in the Settlement Account is reduced to
zero, authorise and sanction the Security Trustee to release the
Security granted pursuant to the Deed of Charge over the Settlement
Account itself and authorise and sanction the Issuer to close the
Settlement Account;
(h) authorise the Issuer to pay any fees, costs, charges and
expenses of any third party reasonably incurred (to the extent not
paid from the funds standing to the credit of the Settlement
Account) relating to (i) implementing the Remediation Plan and (ii)
the consent solicitation process, either at the relevant line item
in Condition 2(i) (Order of Priority) of the pre-enforcement
priority of payments or line item (vi)(G) of Condition 2(i) (Order
of Priority) of the pre-enforcement priority of payments;
(i) authorise, direct, request and empower the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer, as applicable to
agree and execute and do, all such other deeds, instruments, acts
and things as may be necessary or appropriate to carry out and give
effect to (i) the Remediation Plan and (ii) any Extraordinary
Resolution;
(j) ratify and confirm each and every act or thing done or
effected by the Issuer in relation to the appointment of Deloitte
as its financial adviser and the incurrence of its fees in
connection therewith;
(k) ratify and confirm each and every act or thing that may be
done or effected by the Issuer, the Paying Agents, the Tabulation
Agent, the Cash Manager, the Note Trustee, the Security Trustee and
any of their respective directors, officers, employees, agents or
affiliates or any person nominated by the Issuer in the proper
exercise of his or her powers and/or authority under the Consent
Solicitation Memorandum in order to carry out and give effect to
(i) the Remediation Plan and (ii) any Extraordinary Resolution;
(l) agree, in relation to the submission of a Consent
Instruction (if applicable), (i) to do all such acts and things as
shall be necessary and execute any additional documents deemed by
the Issuer to be desirable, in each case, to perfect any of the
authorities expressed to be given under the Consent Solicitation
Memorandum and appoint the Tabulation Agent as its authorised
attorney to do so on its behalf, and (ii) to execute and deliver
any additional documents and/or do such other things deemed by the
Issuer to be necessary or desirable to effect delivery of the
Consent Instructions related to such Notes or to evidence such
power and authority;
(m) discharge and exonerate each of the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer from all
liability for which it may have become or may become responsible
under the Note Trust Deed, the Deed of Charge, any other
Transaction Document or the Notes in respect of any act or omission
in connection with the implementation of the Remediation Plan,
these Extraordinary Resolutions, the Supplemental Agreement and/or
the Settlement Account Agreement; and
(n) sanction and assent to every abrogation, amendment,
modification, compromise or arrangement in respect of the rights of
the Noteholders against the Issuer or any other person (whether
such rights shall arise under the Note Trust Deed, the Deed of
Charge or otherwise) involved in or resulting from or to be
effected by, the implementation of the Remediation Plan, these
Extraordinary Resolutions, the Supplemental Agreement and/or the
Settlement Account Agreement.
Terms used but not otherwise defined in these Extraordinary
Resolutions shall have the meaning given in the Note Trust Deed,
the Conditions or the Consent Solicitation Memorandum."
Background to Extraordinary Resolutions
The Extraordinary Resolutions are being proposed in connection
with the Consent Solicitation.
The purpose of the Consent Solicitation is to invite Noteholders
from each Class of Notes to consider and, if thought fit, to
approve the Extraordinary Resolutions in connection with the:
(a) implementation of a remediation plan proposed by the Issuer,
as more fully described in the section entitled "Remediation Plan
and Release of Settlement Amount" of the Consent Solicitation
Memorandum (with such amendments as the Issuer may consider
necessary, appropriate or desirable from time to time) (the
"Remediation Plan"); and
(b) release and application of the cash standing to the credit
of the Settlement Account (as defined in the Consent Solicitation
Memorandum) in the manner contemplated in the Consent Solicitation
Memorandum and the Extraordinary Resolutions,
(together, the "Proposals").
Full details of the background to, and the reasons for, the
implementation of the Proposals and the Extraordinary Resolutions
are contained in the Consent Solicitation Memorandum, copies of
which are available upon request from the Issuer or Tabulation
Agent, the contact details for which are set out below. In order to
receive a copy of the Consent Solicitation Memorandum, a Noteholder
will be required to provide confirmation as to his or her status as
an eligible Noteholder.
General
The attention of Noteholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of an Extraordinary Resolution at a Meeting or any meeting
held following any adjournment of any Meeting, which are set out in
"Voting and Quorum" below (see in particular paragraph 6). Having
regard to such requirements, Noteholders are strongly urged either
to attend the relevant Meeting or to take steps to be represented
at such Meeting (including by way of submitting Consent
Instructions) as soon as possible.
Copies of this Notice, the Note Trust Deed (including the
Conditions of the Notes), the Deed of Charge and the draft
Settlement Account Agreement referred to in the Extraordinary
Resolutions set out above and of certain other relevant documents
will be available for inspection at the specified offices of the
Paying Agents and the Tabulation Agent set out below.
Subject to the approval of the Extraordinary Resolutions with
respect to the Class A1 Notes, the Class A2 Notes, the Class C
Notes, the Class D Notes and the Class E Notes (as described in the
Consent Solicitation Memorandum) the Extraordinary Resolutions, if
approved as described above, will be implemented as soon as
reasonably practicable after the announcement via the Clearing
Systems and the Irish Stock Exchange website of the results of the
Meetings that all of the Extraordinary Resolutions have been
approved by each of the Classes of Noteholders.
In accordance with normal practice, the Note Trustee and the
Security Trustee express no opinion as to the merits of the Consent
Solicitation (as defined in the Consent Solicitation Memorandum) or
the Proposals (as defined above) (which they were not involved in
negotiating). They have, however, authorised it to be stated that,
on the basis of the information set out in the Consent Solicitation
Memorandum (which they recommend the Class B Noteholders to read
carefully) and in this Notice, it has no objection to the
Extraordinary Resolutions referred to above being submitted to the
Class B Noteholders for their consideration. The Note Trustee and
the Security Trustee have not been involved in formulating the
Consent Solicitation, the Extraordinary Resolutions or the
Proposals and make no representation that all relevant information
has been disclosed to the Class B Noteholders in the Consent
Solicitation Memorandum and this Notice. Accordingly, the Note
Trustee and the Security Trustee urge the Class B Noteholders who
are in any doubt as to the impact of the implementation of the
Extraordinary Resolutions to seek their own independent legal and
financial advice.
By submitting or delivering a duly completed Consent Instruction
to the relevant Clearing System, a Class B Noteholder instructs the
Principal Paying Agent to appoint the Tabulation Agent as proxy to
attend and vote at the Meeting in favour of or against the
Extraordinary Resolutions. The terms and conditions of the Consent
Solicitation Memorandum are without prejudice to the right of a
Class B Noteholder to attend and vote at the Meeting as set out in
this Notice and in the Note Trust Deed.
Voting and Quorum
1. The provisions governing the convening and holding of a
Meeting are set out in Schedule 5 (Provisions for Meetings of
Noteholders) to the Note Trust Deed, a copy of which is available
for inspection by the Noteholders during normal business hours at
the respective specified offices of the Paying Agents and the
Tabulation Agent set out below.
2. All of the Notes of each Class are represented by a global
note of the relevant Class held by a common depositary for
Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or
Euroclear Bank S.A./N.V. ("Euroclear"). For the purposes of the
Meeting, a "Noteholder" shall mean each person who is for the time
being shown in the records of Euroclear or Clearstream, Luxembourg
as the holder of a particular principal amount outstanding of the
relevant Class of Notes.
3. A Noteholder wishing to attend the relevant Meeting in person
must produce at that Meeting a valid Voting Certificate issued by a
Paying Agent relating to the relevant Class of Notes in respect of
which it wishes to vote.
4. A Noteholder not wishing to attend and vote at the relevant
Meeting in person may either deliver its valid Voting
Certificate(s) to the person whom he wishes to attend on his behalf
or give a voting instruction (by giving his electronic voting
instructions (a "Consent Instruction")) to Clearstream, Luxembourg
and/or Euroclear instructing a Paying Agent to appoint Wilmington
Trust (London) Limited (the "Tabulation Agent") to attend and vote
at the Meeting in accordance with his instructions.
5. A Noteholder must request the relevant clearing system to
block the relevant Notes in his own account and to hold the same to
the order or under the control of a Paying Agent not later than 48
hours before the time appointed for holding the relevant Meeting in
order to obtain Voting Certificates or to give Consent Instructions
in respect of the relevant Meeting. Notes of the relevant Class so
blocked will not be released until the earlier of:
(a) in respect of Voting Certificate(s):
(i) the conclusion of the relevant Meeting (or, if applicable,
any adjournment of the relevant Meeting); and
(ii) the surrender of the Voting Certificate(s) to the Paying
Agent who issued the same and the notification by such Paying Agent
to the relevant clearing system of such surrender or the compliance
in such other manner with the rules of the relevant clearing
system; and
(b) in respect of Consent Instructions:
(i) the date on which the Consent Solicitation is terminated by
the Issuer (provided that such termination is more than 48 hours
before the time set for the relevant Meeting);
(ii) the date on which the relevant Consent Instruction is
validly revoked in accordance with the terms of the Consent
Solicitation Memorandum; and
(iii) the conclusion of each of the Meetings of the Class A1
Noteholders, Class A2 Noteholders, Class B Noteholders, Class C
Noteholders, Class D Noteholders, and the Class E Noteholders (or,
if applicable, any adjournment of any of the Meetings).
6. The quorum required at each Meeting is two or more
Noteholders present in person holding Notes of the relevant Class
and/or persons present in person holding Voting Certificates and/or
being proxies and being or representing in the aggregate holders of
not less than 75 per cent. in Principal Amount Outstanding of the
Notes of the relevant Class for the time being outstanding (as
defined in the Transaction Master Definitions and Framework Deed).
If a quorum is not present at the relevant Meeting, such Meeting
will be adjourned for a period of not fewer than 14 days and not
more than 42 days and the Extraordinary Resolutions will be
considered at an adjourned Meeting (notice of which will be given
to the relevant Noteholders). The quorum at such an adjourned
Meeting will be two or more Noteholders present in person holding
Notes of the relevant Class and/or persons present in person
holding Voting Certificates and/or being proxies and being or
representing in the aggregate the holders of not less than 25 per
cent. in Principal Amount Outstanding of the Notes of the relevant
Class for the time being outstanding (as defined in the Transaction
Master Definitions and Framework Deed).
7. Voting Certificates and Consent Instructions given in respect
of the relevant Meeting (unless surrendered or, as the case may be,
revoked at least 48 hours prior to any adjourned Meeting) shall
remain valid for such adjourned Meeting.
8. Every question submitted to the relevant Meeting will be
decided on a show of hands unless a poll is duly demanded by the
Chairman of that Meeting, the Issuer or one or more Noteholders
holding one or more Notes of the relevant Class and/or persons
holding Voting Certificates and/or being proxies and being or
representing in the aggregate the holders of not less than 5 per
cent. of the Principal Amount Outstanding of the Notes of the
relevant Class then outstanding (as defined in the Transaction
Master Definitions and Framework Deed). On a show of hands every
person who is present in person and produces a Voting Certificate
or is a proxy shall have one vote. On a poll every person who is so
present shall have one vote in respect of each GBP50,000 principal
amount of the Principal Amount Outstanding of the relevant Class of
Notes represented by the Voting Certificate so produced or in
respect of which that person is a proxy.
9. To be passed at a Meeting, each Extraordinary Resolution
requires a majority of not less than three-fourths of the persons
voting at the relevant Meeting upon a show of hands or if a poll is
duly demanded by a majority consisting of not less than
three-fourths of the votes cast on such poll. If passed by a Class
of Noteholders, the Extraordinary Resolutions shall be binding on
all Noteholders of the relevant Class, whether present or not at
the relevant Meeting at which it is passed and whether or not
voting. However, the Proposals will only be implemented if the
Extraordinary Resolutions in respect of all Classes of Notes are
approved.
This Notice is given by:
Honours PLC
Third Floor
1 King's Arms Yard
London EC2R 7AF
Telephone: +44 207 397 3600
E-mail: Transactionteam@wilmingtontrust.com
Attention: The Directors
Dated 17 May 2019
Contact Information
Requests for copies of the Consent Solicitation Memorandum and
information in relation to the Consent Solicitation and the
procedures for the submission of a Consent Instruction should be
directed to:
The Tabulation Agent
Wilmington Trust (London) Limited
Third Floor
1 King's Arms Yard
London EC2R 7AF
Telephone: +44 207 397 3600
E-mail: adminlondon@wilmingtontrust.com
Attention: The Directors - Honours Tabulation Agent
Noteholders whose Notes are held by Euroclear or Clearstream,
Luxembourg should contact the following for further
information:
Euroclear: Corporate Action Department (email:
Bonds_offers@Euroclear.com)
Clearstream: CIE Department (email:
ciefaxes.cs@clearstream.com)
The Tabulation Agent does not take responsibility for the
contents of this Notice and none of the Issuer or the Tabulation
Agent, or any of their respective directors, employees or
affiliates makes any representation or recommendation whatsoever
regarding the Consent Solicitation. This Notice must be read in
conjunction with the Consent Solicitation Memorandum. No offer to
acquire any Notes is being made pursuant to this Notice. This
Notice and the Consent Solicitation Memorandum contain important
information, which should be read carefully before any decision is
made with respect to the Consent Solicitation. If any holder of the
Notes is in any doubt as to the action it should take, it is
recommended to seek its own advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent adviser.
Distribution Restrictions
This Notice and the Consent Solicitation Memorandum do not
constitute an offer or an invitation to participate in the Consent
Solicitation in any jurisdiction in or from which, or to or from
any person to or from whom, it is unlawful to make such offer or
invitation under applicable securities laws. The distribution of
the Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession the Consent
Solicitation Memorandum comes are required by each of the Issuer
and the Tabulation Agent to inform themselves about, and to
observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the
Issuer or the Tabulation Agent in relation to the Consent
Solicitation that would permit a public offering of securities.
Any materials relating to the Consent Solicitation do not
constitute, and may not be used in connection with, any form of
offer or solicitation in any place where such offer or solicitation
is not permitted by law.
Annex D - Notice of Meeting of the Class C Notes
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
CLASS C NOTEHOLDERS. IF CLASS C NOTEHOLDERS ARE IN ANY DOUBT AS TO
THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENT
PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND
MARKETS ACT 2000 IMMEDIATELY.
HONOURS PLC
(the "Issuer")
(Incorporated in England and Wales with registered number
03702189)
NOTICE OF A MEETING
of the holders (the "Class C Noteholders") of those of the
GBP18,000,000 Class C Asset Backed Floating Rate Notes due
2029
of the Issuer presently outstanding
(the "Class C Notes")
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the
Class C Noteholders convened by the Issuer will be held at the
offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street,
London EC4Y 1HS at 3.30 p.m. (London time) on 10 June 2019 for the
purpose of considering and, if thought fit, passing the following
resolutions which will be proposed as Extraordinary Resolutions (to
be passed as Basic Terms Modifications) in accordance with the
provisions of the Note Trust Deed dated 10 November 2006 (the "Note
Trust Deed") made between the Issuer and Deutsche Trustee Company
Limited (the "Note Trustee") as trustee for the Class C Noteholders
and constituting the Class C Notes. Pursuant to the terms of the
Note Trust Deed, the Issuer will convene separate meetings of
Noteholders of each Class of Notes for each meeting to consider the
Extraordinary Resolutions in respect of such Class of Notes, which
if passed by all Classes of Notes, will approve the Proposals (as
defined below).
Unless the context otherwise requires, capitalised terms used
but not defined in this Notice shall have the meaning given in the
Note Trust Deed, the terms and conditions of the Notes (the
"Conditions"), the consent solicitation memorandum dated 17 May
2019 from the Issuer addressed to the Noteholders (the "Consent
Solicitation Memorandum") or the Extraordinary Resolutions, as
applicable.
EXTRAORDINARY RESOLUTIONS
"THAT this meeting (the "Meeting") of the holders of those of
the GBP18,000,000 Class C Asset Backed Floating Rate Notes due 2029
issued by Honours PLC (the "Issuer") presently outstanding (the
"Class C Notes") constituted by the Note Trust Deed dated 10
November 2006 (the "Note Trust Deed") made between the Issuer and
Deutsche Trustee Company Limited (the "Note Trustee") as trustee
for the holders of the Class C Notes (the "Class C Noteholders")
hereby:
(a) sanction, authorise and approve the implementation of the
Remediation Plan proposed by the Issuer (in accordance with the
Consent Solicitation Memorandum and these Extraordinary
Resolutions) (with such amendments as the Issuer may consider
necessary, appropriate or desirable from time to time, provided
that such amendments will not result in substantial costs being
incurred by the Issuer);
(b) authorise, direct, request and empower Deloitte LLP
("Deloitte") and Link Financial Outsourcing Limited ("LFO") to take
any action and steps and do all things as may be necessary,
appropriate or desirable to carry out and give effect to the
Remediation Plan (in accordance with the Consent Solicitation
Memorandum and these Extraordinary Resolutions);
(c) authorise the release of the cash standing to the credit of
the Settlement Account from the Security as and when withdrawn and
authorise the Issuer to use the cash standing to the credit of the
Settlement Account in accordance with the Settlement Account
Agreement, which will provide that this cash will be applied by the
Issuer -
(i) to make cash refunds to the affected borrowers and the
Authority pursuant to the Remediation Plan, by transferring amounts
to LFO to enable LFO to make such payments;
(ii) to pay Deloitte's and LFO's costs relating to implementing
the Remediation Plan, up to a maximum aggregate amount of
GBP1,000,000;
(iii) to reimburse the structure in respect of third party costs
(including legal and financial advisory costs) incurred by the
structure up to and including 31 March 2019 in connection with (i)
dealing with the non-compliance issues in relation to the CCA,
including negotiating and finalising the settlement with Capita,
and (ii) the formulation of the Remediation Plan, by adding an
amount in respect of such third party costs (after having paid or
provided for the amounts referred to in paragraphs (i) and (ii)
above and (v) below) to the Available Revenue Funds, up to a
maximum aggregate amount of GBP1,000,000;
(iv) to pay all third party costs (including, without
limitation, any legal, Note Trustee, Security Trustee, Cash Manager
and financial advisory costs) incurred after 31 March 2019 to the
date of completion of the Remediation Plan which the Issuer is
obliged to pay or reimburse in connection with (i) the formulation
and implementation of the Remediation Plan, and (ii) the consent
solicitation process, by transferring the relevant amount(s) in
respect of such third party costs to the relevant third party
(after having paid or provided for the amounts referred to in
paragraphs (i), (ii) and (iii) above and (v) below), but only to
the extent that having covered the expenses and items in paragraphs
(i), (ii) and (iii) above and (v) below, at least GBP1,500,000 will
be remaining in the Settlement Account to establish the reserve
fund contemplated in (vi) below;
(v) for PDL remediation (where remediation is payable to a
borrower whose loan is still outstanding, the borrower's account
balance will be reduced by the amount of the remediation) by adding
amounts (not used in paragraphs (i), (ii), (iii) and (iv) above) to
the Available Revenue Funds to offset the impact of balance
adjustments, both in terms of interest cancelled and any principal
reductions as a result of the implementation of the Remediation
Plan by adding equivalent sums to the PDL;
(vi) to keep any remaining cash (after applying it in the manner
contemplated in paragraphs (i), (ii), (iii), (iv) and (v) above) in
the Settlement Account as a reserve fund for a period of 36 months
(the "Reserve Period") to be used to meet any potential future
liability, costs, claims, expenses or losses to the Honours
structure as a result of any borrower and/or the Authority making
any claim or demand or taking any action against the Issuer and/or
the Purchaser in connection with the Remediation Plan or arising as
a result of the non-compliance issues in relation to the CCA (the
"Claims"), and after the Reserve Period:
(A) if there has been less than GBP100,000 of Claims made
against the Issuer and/or the Purchaser during the Reserve Period,
with less than GBP10,000 of Claims made against the Issuer and/or
the Purchaser within the 12 month period preceding the last day of
the Reserve Period, to use any excess/surplus cash remaining in the
Settlement Account at the end of the Reserve Period by transferring
such remaining amount to the Issuer Account to be distributed by
the Cash Manager (for and on behalf of the Issuer) as Available
Revenue Funds in accordance with the Pre-Enforcement Revenue
Priority of Payments at that time; and
(B) if there has been GBP100,000 or more of Claims made against
the Issuer and/or the Purchaser during the Reserve Period and/or
GBP10,000 or more of Claims made against the Issuer and/or the
Purchaser within the 12 month period preceding the last day of the
Reserve Period, to obtain approval from the Noteholders at that
point in time as to the manner in which any excess/surplus cash
remaining in the Settlement Account at the end of the Reserve
Period should be retained/released and applied;
(d) authorise, direct, request and empower the Purchaser and the
Issuer, (i) to agree and execute (as applicable) a supplemental
agreement to the Administration Agreement with LFO (the
"Supplemental Agreement") to provide for any additional services
that may be required to be performed by LFO in order to implement
the Remediation Plan, including making the relevant cash payments
to the affected borrowers and the Authority as contemplated in
paragraph (c)(i) above, and (ii) to agree and execute and do, all
such other deeds, instruments, acts and things as may be necessary
or appropriate to carry out and give effect to the Supplemental
Agreement;
(e) approve and assent to the settlement account agreement in or
substantially in the form of the draft set out in Annex A to the
Consent Solicitation Memorandum and made available for inspection
at the specified offices of the Issuer or the Irish Paying Agent on
and from the date of this Notice (the "Settlement Account
Agreement") and authorise, direct, request and empower the Note
Trustee, the Security Trustee, the Cash Manager and the Issuer, as
applicable, (i) to agree and execute (as applicable) the Settlement
Account Agreement and (ii) to agree and execute and do, all such
other deeds, instruments, acts and things as may be necessary or
appropriate to carry out and give effect to the Settlement Account
Agreement;
(f) authorise, direct, request and empower the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer as applicable (i)
to treat and distribute any amounts(s) transferred from the
Settlement Account to the Issuer Account as Available Revenue
Funds; and (ii) to concur in, and to execute and do, all such other
deeds, instruments, acts and things as may be necessary or
appropriate to carry out and give effect to the amendment(s)
required to be made to the definition of Available Revenue Funds in
order to ensure that any amounts(s) transferred from the Settlement
Account to the Issuer Account constitute Available Revenue Funds
and can be distributed by the Cash Manager (for and on behalf of
the Issuer) as Available Revenue Funds in accordance with the
Pre-Enforcement Revenue Priority of Payments, as contemplated by
the Extraordinary Resolutions set out in paragraphs, (c)(iii),
(c)(v) and (c)(vi)(A);
(g) once the balance in the Settlement Account is reduced to
zero, authorise and sanction the Security Trustee to release the
Security granted pursuant to the Deed of Charge over the Settlement
Account itself and authorise and sanction the Issuer to close the
Settlement Account;
(h) authorise the Issuer to pay any fees, costs, charges and
expenses of any third party reasonably incurred (to the extent not
paid from the funds standing to the credit of the Settlement
Account) relating to (i) implementing the Remediation Plan and (ii)
the consent solicitation process, either at the relevant line item
in Condition 2(i) (Order of Priority) of the pre-enforcement
priority of payments or line item (vi)(G) of Condition 2(i) (Order
of Priority) of the pre-enforcement priority of payments;
(i) authorise, direct, request and empower the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer, as applicable to
agree and execute and do, all such other deeds, instruments, acts
and things as may be necessary or appropriate to carry out and give
effect to (i) the Remediation Plan and (ii) any Extraordinary
Resolution;
(j) ratify and confirm each and every act or thing done or
effected by the Issuer in relation to the appointment of Deloitte
as its financial adviser and the incurrence of its fees in
connection therewith;
(k) ratify and confirm each and every act or thing that may be
done or effected by the Issuer, the Paying Agents, the Tabulation
Agent, the Cash Manager, the Note Trustee, the Security Trustee and
any of their respective directors, officers, employees, agents or
affiliates or any person nominated by the Issuer in the proper
exercise of his or her powers and/or authority under the Consent
Solicitation Memorandum in order to carry out and give effect to
(i) the Remediation Plan and (ii) any Extraordinary Resolution;
(l) agree, in relation to the submission of a Consent
Instruction (if applicable), (i) to do all such acts and things as
shall be necessary and execute any additional documents deemed by
the Issuer to be desirable, in each case, to perfect any of the
authorities expressed to be given under the Consent Solicitation
Memorandum and appoint the Tabulation Agent as its authorised
attorney to do so on its behalf, and (ii) to execute and deliver
any additional documents and/or do such other things deemed by the
Issuer to be necessary or desirable to effect delivery of the
Consent Instructions related to such Notes or to evidence such
power and authority;
(m) discharge and exonerate each of the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer from all
liability for which it may have become or may become responsible
under the Note Trust Deed, the Deed of Charge, any other
Transaction Document or the Notes in respect of any act or omission
in connection with the implementation of the Remediation Plan,
these Extraordinary Resolutions, the Supplemental Agreement and/or
the Settlement Account Agreement; and
(n) sanction and assent to every abrogation, amendment,
modification, compromise or arrangement in respect of the rights of
the Noteholders against the Issuer or any other person (whether
such rights shall arise under the Note Trust Deed, the Deed of
Charge or otherwise) involved in or resulting from or to be
effected by, the implementation of the Remediation Plan, these
Extraordinary Resolutions, the Supplemental Agreement and/or the
Settlement Account Agreement.
Terms used but not otherwise defined in these Extraordinary
Resolutions shall have the meaning given in the Note Trust Deed,
the Conditions or the Consent Solicitation Memorandum."
Background to Extraordinary Resolutions
The Extraordinary Resolutions are being proposed in connection
with the Consent Solicitation.
The purpose of the Consent Solicitation is to invite Noteholders
from each Class of Notes to consider and, if thought fit, to
approve the Extraordinary Resolutions in connection with the:
(a) implementation of a remediation plan proposed by the Issuer,
as more fully described in the section entitled "Remediation Plan
and Release of Settlement Amount" of the Consent Solicitation
Memorandum (with such amendments as the Issuer may consider
necessary, appropriate or desirable from time to time) (the
"Remediation Plan"); and
(b) release and application of the cash standing to the credit
of the Settlement Account (as defined in the Consent Solicitation
Memorandum) in the manner contemplated in the Consent Solicitation
Memorandum and the Extraordinary Resolutions,
(together, the "Proposals").
Full details of the background to, and the reasons for, the
implementation of the Proposals and the Extraordinary Resolutions
are contained in the Consent Solicitation Memorandum, copies of
which are available upon request from the Issuer or Tabulation
Agent, the contact details for which are set out below. In order to
receive a copy of the Consent Solicitation Memorandum, a Noteholder
will be required to provide confirmation as to his or her status as
an eligible Noteholder.
General
The attention of Noteholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of an Extraordinary Resolution at a Meeting or any meeting
held following any adjournment of any Meeting, which are set out in
"Voting and Quorum" below (see in particular paragraph 6). Having
regard to such requirements, Noteholders are strongly urged either
to attend the relevant Meeting or to take steps to be represented
at such Meeting (including by way of submitting Consent
Instructions) as soon as possible.
Copies of this Notice, the Note Trust Deed (including the
Conditions of the Notes), the Deed of Charge and the draft
Settlement Account Agreement referred to in the Extraordinary
Resolutions set out above and of certain other relevant documents
will be available for inspection at the specified offices of the
Paying Agents and the Tabulation Agent set out below.
Subject to the approval of the Extraordinary Resolutions with
respect to the Class A1 Notes, the Class A2 Notes, the Class B
Notes, the Class D Notes and the Class E Notes (as described in the
Consent Solicitation Memorandum) the Extraordinary Resolutions, if
approved as described above, will be implemented as soon as
reasonably practicable after the announcement via the Clearing
Systems and the Irish Stock Exchange website of the results of the
Meetings that all of the Extraordinary Resolutions have been
approved by each of the Classes of Noteholders.
In accordance with normal practice, the Note Trustee and the
Security Trustee express no opinion as to the merits of the Consent
Solicitation (as defined in the Consent Solicitation Memorandum) or
the Proposals (as defined above) (which they were not involved in
negotiating). They have, however, authorised it to be stated that,
on the basis of the information set out in the Consent Solicitation
Memorandum (which they recommend the Class C Noteholders to read
carefully) and in this Notice, it has no objection to the
Extraordinary Resolutions referred to above being submitted to the
Class C Noteholders for their consideration. The Note Trustee and
the Security Trustee have not been involved in formulating the
Consent Solicitation, the Extraordinary Resolutions or the
Proposals and make no representation that all relevant information
has been disclosed to the Class C Noteholders in the Consent
Solicitation Memorandum and this Notice. Accordingly, the Note
Trustee and the Security Trustee urge the Class C Noteholders who
are in any doubt as to the impact of the implementation of the
Extraordinary Resolutions to seek their own independent legal and
financial advice.
By submitting or delivering a duly completed Consent Instruction
to the relevant Clearing System, a Class C Noteholder instructs the
Principal Paying Agent to appoint the Tabulation Agent as proxy to
attend and vote at the Meeting in favour of or against the
Extraordinary Resolutions. The terms and conditions of the Consent
Solicitation Memorandum are without prejudice to the right of a
Class C Noteholder to attend and vote at the Meeting as set out in
this Notice and in the Note Trust Deed.
Voting and Quorum
1. The provisions governing the convening and holding of a
Meeting are set out in Schedule 5 (Provisions for Meetings of
Noteholders) to the Note Trust Deed, a copy of which is available
for inspection by the Noteholders during normal business hours at
the respective specified offices of the Paying Agents and the
Tabulation Agent set out below.
2. All of the Notes of each Class are represented by a global
note of the relevant Class held by a common depositary for
Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or
Euroclear Bank S.A./N.V. ("Euroclear"). For the purposes of the
Meeting, a "Noteholder" shall mean each person who is for the time
being shown in the records of Euroclear or Clearstream, Luxembourg
as the holder of a particular principal amount outstanding of the
relevant Class of Notes.
3. A Noteholder wishing to attend the relevant Meeting in person
must produce at that Meeting a valid Voting Certificate issued by a
Paying Agent relating to the relevant Class of Notes in respect of
which it wishes to vote.
4. A Noteholder not wishing to attend and vote at the relevant
Meeting in person may either deliver its valid Voting
Certificate(s) to the person whom he wishes to attend on his behalf
or give a voting instruction (by giving his electronic voting
instructions (a "Consent Instruction")) to Clearstream, Luxembourg
and/or Euroclear instructing a Paying Agent to appoint Wilmington
Trust (London) Limited (the "Tabulation Agent") to attend and vote
at the Meeting in accordance with his instructions.
5. A Noteholder must request the relevant clearing system to
block the relevant Notes in his own account and to hold the same to
the order or under the control of a Paying Agent not later than 48
hours before the time appointed for holding the relevant Meeting in
order to obtain Voting Certificates or to give Consent Instructions
in respect of the relevant Meeting. Notes of the relevant Class so
blocked will not be released until the earlier of:
(a) in respect of Voting Certificate(s):
(i) the conclusion of the relevant Meeting (or, if applicable,
any adjournment of the relevant Meeting); and
(ii) the surrender of the Voting Certificate(s) to the Paying
Agent who issued the same and the notification by such Paying Agent
to the relevant clearing system of such surrender or the compliance
in such other manner with the rules of the relevant clearing
system; and
(b) in respect of Consent Instructions:
(i) the date on which the Consent Solicitation is terminated by
the Issuer (provided that such termination is more than 48 hours
before the time set for the relevant Meeting);
(ii) the date on which the relevant Consent Instruction is
validly revoked in accordance with the terms of the Consent
Solicitation Memorandum; and
(iii) the conclusion of each of the Meetings of the Class A1
Noteholders, Class A2 Noteholders, Class B Noteholders, Class C
Noteholders, Class D Noteholders, and the Class E Noteholders (or,
if applicable, any adjournment of any of the Meetings).
6. The quorum required at each Meeting is two or more
Noteholders present in person holding Notes of the relevant Class
and/or persons present in person holding Voting Certificates and/or
being proxies and being or representing in the aggregate holders of
not less than 75 per cent. in Principal Amount Outstanding of the
Notes of the relevant Class for the time being outstanding (as
defined in the Transaction Master Definitions and Framework Deed).
If a quorum is not present at the relevant Meeting, such Meeting
will be adjourned for a period of not fewer than 14 days and not
more than 42 days and the Extraordinary Resolutions will be
considered at an adjourned Meeting (notice of which will be given
to the relevant Noteholders). The quorum at such an adjourned
Meeting will be two or more Noteholders present in person holding
Notes of the relevant Class and/or persons present in person
holding Voting Certificates and/or being proxies and being or
representing in the aggregate the holders of not less than 25 per
cent. in Principal Amount Outstanding of the Notes of the relevant
Class for the time being outstanding (as defined in the Transaction
Master Definitions and Framework Deed).
7. Voting Certificates and Consent Instructions given in respect
of the relevant Meeting (unless surrendered or, as the case may be,
revoked at least 48 hours prior to any adjourned Meeting) shall
remain valid for such adjourned Meeting.
8. Every question submitted to the relevant Meeting will be
decided on a show of hands unless a poll is duly demanded by the
Chairman of that Meeting, the Issuer or one or more Noteholders
holding one or more Notes of the relevant Class and/or persons
holding Voting Certificates and/or being proxies and being or
representing in the aggregate the holders of not less than 5 per
cent. of the Principal Amount Outstanding of the Notes of the
relevant Class then outstanding (as defined in the Transaction
Master Definitions and Framework Deed). On a show of hands every
person who is present in person and produces a Voting Certificate
or is a proxy shall have one vote. On a poll every person who is so
present shall have one vote in respect of each GBP50,000 principal
amount of the Principal Amount Outstanding of the relevant Class of
Notes represented by the Voting Certificate so produced or in
respect of which that person is a proxy.
9. To be passed at a Meeting, each Extraordinary Resolution
requires a majority of not less than three-fourths of the persons
voting at the relevant Meeting upon a show of hands or if a poll is
duly demanded by a majority consisting of not less than
three-fourths of the votes cast on such poll. If passed by a Class
of Noteholders, the Extraordinary Resolutions shall be binding on
all Noteholders of the relevant Class, whether present or not at
the relevant Meeting at which it is passed and whether or not
voting. However, the Proposals will only be implemented if the
Extraordinary Resolutions in respect of all Classes of Notes are
approved.
This Notice is given by:
Honours PLC
Third Floor
1 King's Arms Yard
London EC2R 7AF
Telephone: +44 207 397 3600
E-mail: Transactionteam@wilmingtontrust.com
Attention: The Directors
Dated 17 May 2019
Contact Information
Requests for copies of the Consent Solicitation Memorandum and
information in relation to the Consent Solicitation and the
procedures for the submission of a Consent Instruction should be
directed to:
The Tabulation Agent
Wilmington Trust (London) Limited
Third Floor
1 King's Arms Yard
London EC2R 7AF
Telephone: +44 207 397 3600
E-mail: adminlondon@wilmingtontrust.com
Attention: The Directors - Honours Tabulation Agent
Noteholders whose Notes are held by Euroclear or Clearstream,
Luxembourg should contact the following for further
information:
Euroclear: Corporate Action Department (email:
Bonds_offers@Euroclear.com)
Clearstream: CIE Department (email:
ciefaxes.cs@clearstream.com)
The Tabulation Agent does not take responsibility for the
contents of this Notice and none of the Issuer or the Tabulation
Agent, or any of their respective directors, employees or
affiliates makes any representation or recommendation whatsoever
regarding the Consent Solicitation. This Notice must be read in
conjunction with the Consent Solicitation Memorandum. No offer to
acquire any Notes is being made pursuant to this Notice. This
Notice and the Consent Solicitation Memorandum contain important
information, which should be read carefully before any decision is
made with respect to the Consent Solicitation. If any holder of the
Notes is in any doubt as to the action it should take, it is
recommended to seek its own advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent adviser.
Distribution Restrictions
This Notice and the Consent Solicitation Memorandum do not
constitute an offer or an invitation to participate in the Consent
Solicitation in any jurisdiction in or from which, or to or from
any person to or from whom, it is unlawful to make such offer or
invitation under applicable securities laws. The distribution of
the Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession the Consent
Solicitation Memorandum comes are required by each of the Issuer
and the Tabulation Agent to inform themselves about, and to
observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the
Issuer or the Tabulation Agent in relation to the Consent
Solicitation that would permit a public offering of securities.
Any materials relating to the Consent Solicitation do not
constitute, and may not be used in connection with, any form of
offer or solicitation in any place where such offer or solicitation
is not permitted by law.
Annex E - Notice of Meeting of the Class D Notes
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
CLASS D NOTEHOLDERS. IF CLASS D NOTEHOLDERS ARE IN ANY DOUBT AS TO
THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENT
PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND
MARKETS ACT 2000 IMMEDIATELY.
HONOURS PLC
(the "Issuer")
(Incorporated in England and Wales with registered number
03702189)
NOTICE OF A MEETING
of the holders (the "Class D Noteholders") of those of the
GBP11,950,000 Class D Asset Backed Floating Rate Notes due
2029
of the Issuer presently outstanding
(the "Class D Notes")
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the
Class D Noteholders convened by the Issuer will be held at the
offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street,
London EC4Y 1HS at 4.00 p.m. (London time) on 10 June 2019 for the
purpose of considering and, if thought fit, passing the following
resolutions which will be proposed as Extraordinary Resolutions (to
be passed as Basic Terms Modifications) in accordance with the
provisions of the Note Trust Deed dated 10 November 2006 (the "Note
Trust Deed") made between the Issuer and Deutsche Trustee Company
Limited (the "Note Trustee") as trustee for the Class D Noteholders
and constituting the Class D Notes. Pursuant to the terms of the
Note Trust Deed, the Issuer will convene separate meetings of
Noteholders of each Class of Notes for each meeting to consider the
Extraordinary Resolutions in respect of such Class of Notes, which
if passed by all Classes of Notes, will approve the Proposals (as
defined below).
Unless the context otherwise requires, capitalised terms used
but not defined in this Notice shall have the meaning given in the
Note Trust Deed, the terms and conditions of the Notes (the
"Conditions"), the consent solicitation memorandum dated 17 May
2019 from the Issuer addressed to the Noteholders (the "Consent
Solicitation Memorandum") or the Extraordinary Resolutions, as
applicable.
EXTRAORDINARY RESOLUTIONS
"THAT this meeting (the "Meeting") of the holders of those of
the GBP11,950,000 Class D Asset Backed Floating Rate Notes due 2029
issued by Honours PLC (the "Issuer") presently outstanding (the
"Class D Notes") constituted by the Note Trust Deed dated 10
November 2006 (the "Note Trust Deed") made between the Issuer and
Deutsche Trustee Company Limited (the "Note Trustee") as trustee
for the holders of the Class D Notes (the "Class D Noteholders")
hereby:
(a) sanction, authorise and approve the implementation of the
Remediation Plan proposed by the Issuer (in accordance with the
Consent Solicitation Memorandum and these Extraordinary
Resolutions) (with such amendments as the Issuer may consider
necessary, appropriate or desirable from time to time, provided
that such amendments will not result in substantial costs being
incurred by the Issuer);
(b) authorise, direct, request and empower Deloitte LLP
("Deloitte") and Link Financial Outsourcing Limited ("LFO") to take
any action and steps and do all things as may be necessary,
appropriate or desirable to carry out and give effect to the
Remediation Plan (in accordance with the Consent Solicitation
Memorandum and these Extraordinary Resolutions);
(c) authorise the release of the cash standing to the credit of
the Settlement Account from the Security as and when withdrawn and
authorise the Issuer to use the cash standing to the credit of the
Settlement Account in accordance with the Settlement Account
Agreement, which will provide that this cash will be applied by the
Issuer -
(i) to make cash refunds to the affected borrowers and the
Authority pursuant to the Remediation Plan, by transferring amounts
to LFO to enable LFO to make such payments;
(ii) to pay Deloitte's and LFO's costs relating to implementing
the Remediation Plan, up to a maximum aggregate amount of
GBP1,000,000;
(iii) to reimburse the structure in respect of third party costs
(including legal and financial advisory costs) incurred by the
structure up to and including 31 March 2019 in connection with (i)
dealing with the non-compliance issues in relation to the CCA,
including negotiating and finalising the settlement with Capita,
and (ii) the formulation of the Remediation Plan, by adding an
amount in respect of such third party costs (after having paid or
provided for the amounts referred to in paragraphs (i) and (ii)
above and (v) below) to the Available Revenue Funds, up to a
maximum aggregate amount of GBP1,000,000;
(iv) to pay all third party costs (including, without
limitation, any legal, Note Trustee, Security Trustee, Cash Manager
and financial advisory costs) incurred after 31 March 2019 to the
date of completion of the Remediation Plan which the Issuer is
obliged to pay or reimburse in connection with (i) the formulation
and implementation of the Remediation Plan, and (ii) the consent
solicitation process, by transferring the relevant amount(s) in
respect of such third party costs to the relevant third party
(after having paid or provided for the amounts referred to in
paragraphs (i), (ii) and (iii) above and (v) below), but only to
the extent that having covered the expenses and items in paragraphs
(i), (ii) and (iii) above and (v) below, at least GBP1,500,000 will
be remaining in the Settlement Account to establish the reserve
fund contemplated in (vi) below;
(v) for PDL remediation (where remediation is payable to a
borrower whose loan is still outstanding, the borrower's account
balance will be reduced by the amount of the remediation) by adding
amounts (not used in paragraphs (i), (ii), (iii) and (iv) above) to
the Available Revenue Funds to offset the impact of balance
adjustments, both in terms of interest cancelled and any principal
reductions as a result of the implementation of the Remediation
Plan by adding equivalent sums to the PDL;
(vi) to keep any remaining cash (after applying it in the manner
contemplated in paragraphs (i), (ii), (iii), (iv) and (v) above) in
the Settlement Account as a reserve fund for a period of 36 months
(the "Reserve Period") to be used to meet any potential future
liability, costs, claims, expenses or losses to the Honours
structure as a result of any borrower and/or the Authority making
any claim or demand or taking any action against the Issuer and/or
the Purchaser in connection with the Remediation Plan or arising as
a result of the non-compliance issues in relation to the CCA (the
"Claims"), and after the Reserve Period:
(A) if there has been less than GBP100,000 of Claims made
against the Issuer and/or the Purchaser during the Reserve Period,
with less than GBP10,000 of Claims made against the Issuer and/or
the Purchaser within the 12 month period preceding the last day of
the Reserve Period, to use any excess/surplus cash remaining in the
Settlement Account at the end of the Reserve Period by transferring
such remaining amount to the Issuer Account to be distributed by
the Cash Manager (for and on behalf of the Issuer) as Available
Revenue Funds in accordance with the Pre-Enforcement Revenue
Priority of Payments at that time; and
(B) if there has been GBP100,000 or more of Claims made against
the Issuer and/or the Purchaser during the Reserve Period and/or
GBP10,000 or more of Claims made against the Issuer and/or the
Purchaser within the 12 month period preceding the last day of the
Reserve Period, to obtain approval from the Noteholders at that
point in time as to the manner in which any excess/surplus cash
remaining in the Settlement Account at the end of the Reserve
Period should be retained/released and applied;
(d) authorise, direct, request and empower the Purchaser and the
Issuer, (i) to agree and execute (as applicable) a supplemental
agreement to the Administration Agreement with LFO (the
"Supplemental Agreement") to provide for any additional services
that may be required to be performed by LFO in order to implement
the Remediation Plan, including making the relevant cash payments
to the affected borrowers and the Authority as contemplated in
paragraph (c)(i) above, and (ii) to agree and execute and do, all
such other deeds, instruments, acts and things as may be necessary
or appropriate to carry out and give effect to the Supplemental
Agreement;
(e) approve and assent to the settlement account agreement in or
substantially in the form of the draft set out in Annex A to the
Consent Solicitation Memorandum and made available for inspection
at the specified offices of the Issuer or the Irish Paying Agent on
and from the date of this Notice (the "Settlement Account
Agreement") and authorise, direct, request and empower the Note
Trustee, the Security Trustee, the Cash Manager and the Issuer, as
applicable, (i) to agree and execute (as applicable) the Settlement
Account Agreement and (ii) to agree and execute and do, all such
other deeds, instruments, acts and things as may be necessary or
appropriate to carry out and give effect to the Settlement Account
Agreement;
(f) authorise, direct, request and empower the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer as applicable (i)
to treat and distribute any amounts(s) transferred from the
Settlement Account to the Issuer Account as Available Revenue
Funds; and (ii) to concur in, and to execute and do, all such other
deeds, instruments, acts and things as may be necessary or
appropriate to carry out and give effect to the amendment(s)
required to be made to the definition of Available Revenue Funds in
order to ensure that any amounts(s) transferred from the Settlement
Account to the Issuer Account constitute Available Revenue Funds
and can be distributed by the Cash Manager (for and on behalf of
the Issuer) as Available Revenue Funds in accordance with the
Pre-Enforcement Revenue Priority of Payments, as contemplated by
the Extraordinary Resolutions set out in paragraphs, (c)(iii),
(c)(v) and (c)(vi)(A);
(g) once the balance in the Settlement Account is reduced to
zero, authorise and sanction the Security Trustee to release the
Security granted pursuant to the Deed of Charge over the Settlement
Account itself and authorise and sanction the Issuer to close the
Settlement Account;
(h) authorise the Issuer to pay any fees, costs, charges and
expenses of any third party reasonably incurred (to the extent not
paid from the funds standing to the credit of the Settlement
Account) relating to (i) implementing the Remediation Plan and (ii)
the consent solicitation process, either at the relevant line item
in Condition 2(i) (Order of Priority) of the pre-enforcement
priority of payments or line item (vi)(G) of Condition 2(i) (Order
of Priority) of the pre-enforcement priority of payments;
(i) authorise, direct, request and empower the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer, as applicable to
agree and execute and do, all such other deeds, instruments, acts
and things as may be necessary or appropriate to carry out and give
effect to (i) the Remediation Plan and (ii) any Extraordinary
Resolution;
(j) ratify and confirm each and every act or thing done or
effected by the Issuer in relation to the appointment of Deloitte
as its financial adviser and the incurrence of its fees in
connection therewith;
(k) ratify and confirm each and every act or thing that may be
done or effected by the Issuer, the Paying Agents, the Tabulation
Agent, the Cash Manager, the Note Trustee, the Security Trustee and
any of their respective directors, officers, employees, agents or
affiliates or any person nominated by the Issuer in the proper
exercise of his or her powers and/or authority under the Consent
Solicitation Memorandum in order to carry out and give effect to
(i) the Remediation Plan and (ii) any Extraordinary Resolution;
(l) agree, in relation to the submission of a Consent
Instruction (if applicable), (i) to do all such acts and things as
shall be necessary and execute any additional documents deemed by
the Issuer to be desirable, in each case, to perfect any of the
authorities expressed to be given under the Consent Solicitation
Memorandum and appoint the Tabulation Agent as its authorised
attorney to do so on its behalf, and (ii) to execute and deliver
any additional documents and/or do such other things deemed by the
Issuer to be necessary or desirable to effect delivery of the
Consent Instructions related to such Notes or to evidence such
power and authority;
(m) discharge and exonerate each of the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer from all
liability for which it may have become or may become responsible
under the Note Trust Deed, the Deed of Charge, any other
Transaction Document or the Notes in respect of any act or omission
in connection with the implementation of the Remediation Plan,
these Extraordinary Resolutions, the Supplemental Agreement and/or
the Settlement Account Agreement; and
(n) sanction and assent to every abrogation, amendment,
modification, compromise or arrangement in respect of the rights of
the Noteholders against the Issuer or any other person (whether
such rights shall arise under the Note Trust Deed, the Deed of
Charge or otherwise) involved in or resulting from or to be
effected by, the implementation of the Remediation Plan, these
Extraordinary Resolutions, the Supplemental Agreement and/or the
Settlement Account Agreement.
Terms used but not otherwise defined in these Extraordinary
Resolutions shall have the meaning given in the Note Trust Deed,
the Conditions or the Consent Solicitation Memorandum."
Background to Extraordinary Resolutions
The Extraordinary Resolutions are being proposed in connection
with the Consent Solicitation.
The purpose of the Consent Solicitation is to invite Noteholders
from each Class of Notes to consider and, if thought fit, to
approve the Extraordinary Resolutions in connection with the:
(a) implementation of a remediation plan proposed by the Issuer,
as more fully described in the section entitled "Remediation Plan
and Release of Settlement Amount" of the Consent Solicitation
Memorandum (with such amendments as the Issuer may consider
necessary, appropriate or desirable from time to time) (the
"Remediation Plan"); and
(b) release and application of the cash standing to the credit
of the Settlement Account (as defined in the Consent Solicitation
Memorandum) in the manner contemplated in the Consent Solicitation
Memorandum and the Extraordinary Resolutions,
(together, the "Proposals").
Full details of the background to, and the reasons for, the
implementation of the Proposals and the Extraordinary Resolutions
are contained in the Consent Solicitation Memorandum, copies of
which are available upon request from the Issuer or Tabulation
Agent, the contact details for which are set out below. In order to
receive a copy of the Consent Solicitation Memorandum, a Noteholder
will be required to provide confirmation as to his or her status as
an eligible Noteholder.
General
The attention of Noteholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of an Extraordinary Resolution at a Meeting or any meeting
held following any adjournment of any Meeting, which are set out in
"Voting and Quorum" below (see in particular paragraph 6). Having
regard to such requirements, Noteholders are strongly urged either
to attend the relevant Meeting or to take steps to be represented
at such Meeting (including by way of submitting Consent
Instructions) as soon as possible.
Copies of this Notice, the Note Trust Deed (including the
Conditions of the Notes), the Deed of Charge and the draft
Settlement Account Agreement referred to in the Extraordinary
Resolutions set out above and of certain other relevant documents
will be available for inspection at the specified offices of the
Paying Agents and the Tabulation Agent set out below.
Subject to the approval of the Extraordinary Resolutions with
respect to the Class A1 Notes, the Class A2 Notes, the Class B
Notes, the Class C Notes and the Class E Notes (as described in the
Consent Solicitation Memorandum) the Extraordinary Resolutions, if
approved as described above, will be implemented as soon as
reasonably practicable after the announcement via the Clearing
Systems and the Irish Stock Exchange website of the results of the
Meetings that all of the Extraordinary Resolutions have been
approved by each of the Classes of Noteholders.
In accordance with normal practice, the Note Trustee and the
Security Trustee express no opinion as to the merits of the Consent
Solicitation (as defined in the Consent Solicitation Memorandum) or
the Proposals (as defined above) (which they were not involved in
negotiating). They have, however, authorised it to be stated that,
on the basis of the information set out in the Consent Solicitation
Memorandum (which they recommend the Class D Noteholders to read
carefully) and in this Notice, it has no objection to the
Extraordinary Resolutions referred to above being submitted to the
Class D Noteholders for their consideration. The Note Trustee and
the Security Trustee have not been involved in formulating the
Consent Solicitation, the Extraordinary Resolutions or the
Proposals and make no representation that all relevant information
has been disclosed to the Class D Noteholders in the Consent
Solicitation Memorandum and this Notice. Accordingly, the Note
Trustee and the Security Trustee urge the Class D Noteholders who
are in any doubt as to the impact of the implementation of the
Extraordinary Resolutions to seek their own independent legal and
financial advice.
By submitting or delivering a duly completed Consent Instruction
to the relevant Clearing System, a Class D Noteholder instructs the
Principal Paying Agent to appoint the Tabulation Agent as proxy to
attend and vote at the Meeting in favour of or against the
Extraordinary Resolutions. The terms and conditions of the Consent
Solicitation Memorandum are without prejudice to the right of a
Class D Noteholder to attend and vote at the Meeting as set out in
this Notice and in the Note Trust Deed.
Voting and Quorum
1. The provisions governing the convening and holding of a
Meeting are set out in Schedule 5 (Provisions for Meetings of
Noteholders) to the Note Trust Deed, a copy of which is available
for inspection by the Noteholders during normal business hours at
the respective specified offices of the Paying Agents and the
Tabulation Agent set out below.
2. All of the Notes of each Class are represented by a global
note of the relevant Class held by a common depositary for
Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or
Euroclear Bank S.A./N.V. ("Euroclear"). For the purposes of the
Meeting, a "Noteholder" shall mean each person who is for the time
being shown in the records of Euroclear or Clearstream, Luxembourg
as the holder of a particular principal amount outstanding of the
relevant Class of Notes.
3. A Noteholder wishing to attend the relevant Meeting in person
must produce at that Meeting a valid Voting Certificate issued by a
Paying Agent relating to the relevant Class of Notes in respect of
which it wishes to vote.
4. A Noteholder not wishing to attend and vote at the relevant
Meeting in person may either deliver its valid Voting
Certificate(s) to the person whom he wishes to attend on his behalf
or give a voting instruction (by giving his electronic voting
instructions (a "Consent Instruction")) to Clearstream, Luxembourg
and/or Euroclear instructing a Paying Agent to appoint Wilmington
Trust (London) Limited (the "Tabulation Agent") to attend and vote
at the Meeting in accordance with his instructions.
5. A Noteholder must request the relevant clearing system to
block the relevant Notes in his own account and to hold the same to
the order or under the control of a Paying Agent not later than 48
hours before the time appointed for holding the relevant Meeting in
order to obtain Voting Certificates or to give Consent Instructions
in respect of the relevant Meeting. Notes of the relevant Class so
blocked will not be released until the earlier of:
(a) in respect of Voting Certificate(s):
(i) the conclusion of the relevant Meeting (or, if applicable,
any adjournment of the relevant Meeting); and
(ii) the surrender of the Voting Certificate(s) to the Paying
Agent who issued the same and the notification by such Paying Agent
to the relevant clearing system of such surrender or the compliance
in such other manner with the rules of the relevant clearing
system; and
(b) in respect of Consent Instructions:
(i) the date on which the Consent Solicitation is terminated by
the Issuer (provided that such termination is more than 48 hours
before the time set for the relevant Meeting);
(ii) the date on which the relevant Consent Instruction is
validly revoked in accordance with the terms of the Consent
Solicitation Memorandum; and
(iii) the conclusion of each of the Meetings of the Class A1
Noteholders, Class A2 Noteholders, Class B Noteholders, Class C
Noteholders, Class D Noteholders, and the Class E Noteholders (or,
if applicable, any adjournment of any of the Meetings).
6. The quorum required at each Meeting is two or more
Noteholders present in person holding Notes of the relevant Class
and/or persons present in person holding Voting Certificates and/or
being proxies and being or representing in the aggregate holders of
not less than 75 per cent. in Principal Amount Outstanding of the
Notes of the relevant Class for the time being outstanding (as
defined in the Transaction Master Definitions and Framework Deed).
If a quorum is not present at the relevant Meeting, such Meeting
will be adjourned for a period of not fewer than 14 days and not
more than 42 days and the Extraordinary Resolutions will be
considered at an adjourned Meeting (notice of which will be given
to the relevant Noteholders). The quorum at such an adjourned
Meeting will be two or more Noteholders present in person holding
Notes of the relevant Class and/or persons present in person
holding Voting Certificates and/or being proxies and being or
representing in the aggregate the holders of not less than 25 per
cent. in Principal Amount Outstanding of the Notes of the relevant
Class for the time being outstanding (as defined in the Transaction
Master Definitions and Framework Deed).
7. Voting Certificates and Consent Instructions given in respect
of the relevant Meeting (unless surrendered or, as the case may be,
revoked at least 48 hours prior to any adjourned Meeting) shall
remain valid for such adjourned Meeting.
8. Every question submitted to the relevant Meeting will be
decided on a show of hands unless a poll is duly demanded by the
Chairman of that Meeting, the Issuer or one or more Noteholders
holding one or more Notes of the relevant Class and/or persons
holding Voting Certificates and/or being proxies and being or
representing in the aggregate the holders of not less than 5 per
cent. of the Principal Amount Outstanding of the Notes of the
relevant Class then outstanding (as defined in the Transaction
Master Definitions and Framework Deed). On a show of hands every
person who is present in person and produces a Voting Certificate
or is a proxy shall have one vote. On a poll every person who is so
present shall have one vote in respect of each GBP50,000 principal
amount of the Principal Amount Outstanding of the relevant Class of
Notes represented by the Voting Certificate so produced or in
respect of which that person is a proxy.
9. To be passed at a Meeting, each Extraordinary Resolution
requires a majority of not less than three-fourths of the persons
voting at the relevant Meeting upon a show of hands or if a poll is
duly demanded by a majority consisting of not less than
three-fourths of the votes cast on such poll. If passed by a Class
of Noteholders, the Extraordinary Resolutions shall be binding on
all Noteholders of the relevant Class, whether present or not at
the relevant Meeting at which it is passed and whether or not
voting. However, the Proposals will only be implemented if the
Extraordinary Resolutions in respect of all Classes of Notes are
approved.
This Notice is given by:
Honours PLC
Third Floor
1 King's Arms Yard
London EC2R 7AF
Telephone: +44 207 397 3600
E-mail: Transactionteam@wilmingtontrust.com
Attention: The Directors
Dated 17 May 2019
Contact Information
Requests for copies of the Consent Solicitation Memorandum and
information in relation to the Consent Solicitation and the
procedures for the submission of a Consent Instruction should be
directed to:
The Tabulation Agent
Wilmington Trust (London) Limited
Third Floor
1 King's Arms Yard
London EC2R 7AF
Telephone: +44 207 397 3600
E-mail: adminlondon@wilmingtontrust.com
Attention: The Directors - Honours Tabulation Agent
Noteholders whose Notes are held by Euroclear or Clearstream,
Luxembourg should contact the following for further
information:
Euroclear: Corporate Action Department (email:
Bonds_offers@Euroclear.com)
Clearstream: CIE Department (email:
ciefaxes.cs@clearstream.com)
The Tabulation Agent does not take responsibility for the
contents of this Notice and none of the Issuer or the Tabulation
Agent, or any of their respective directors, employees or
affiliates makes any representation or recommendation whatsoever
regarding the Consent Solicitation. This Notice must be read in
conjunction with the Consent Solicitation Memorandum. No offer to
acquire any Notes is being made pursuant to this Notice. This
Notice and the Consent Solicitation Memorandum contain important
information, which should be read carefully before any decision is
made with respect to the Consent Solicitation. If any holder of the
Notes is in any doubt as to the action it should take, it is
recommended to seek its own advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent adviser.
Distribution Restrictions
This Notice and the Consent Solicitation Memorandum do not
constitute an offer or an invitation to participate in the Consent
Solicitation in any jurisdiction in or from which, or to or from
any person to or from whom, it is unlawful to make such offer or
invitation under applicable securities laws. The distribution of
the Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession the Consent
Solicitation Memorandum comes are required by each of the Issuer
and the Tabulation Agent to inform themselves about, and to
observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the
Issuer or the Tabulation Agent in relation to the Consent
Solicitation that would permit a public offering of securities.
Any materials relating to the Consent Solicitation do not
constitute, and may not be used in connection with, any form of
offer or solicitation in any place where such offer or solicitation
is not permitted by law.
Annex F - Notice of Meeting of the Class E Notes
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
CLASS E NOTEHOLDERS. IF CLASS E NOTEHOLDERS ARE IN ANY DOUBT AS TO
THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENT
PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND
MARKETS ACT 2000 IMMEDIATELY.
HONOURS PLC
(the "Issuer")
(Incorporated in England and Wales with registered number
03702189)
NOTICE OF A MEETING
of the holders (the "Class E Noteholders") of those of the
GBP8,750,000 Class E Asset Backed Floating Rate Notes due
2029
of the Issuer presently outstanding
(the "Class E Notes")
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the
Class E Noteholders convened by the Issuer will be held at the
offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street,
London EC4Y 1HS at 4.30 p.m. (London time) on 10 June 2019 for the
purpose of considering and, if thought fit, passing the following
resolutions which will be proposed as Extraordinary Resolutions (to
be passed as Basic Terms Modifications) in accordance with the
provisions of the Note Trust Deed dated 10 November 2006 (the "Note
Trust Deed") made between the Issuer and Deutsche Trustee Company
Limited (the "Note Trustee") as trustee for the Class E Noteholders
and constituting the Class E Notes. Pursuant to the terms of the
Note Trust Deed, the Issuer will convene separate meetings of
Noteholders of each Class of Notes for each meeting to consider the
Extraordinary Resolutions in respect of such Class of Notes, which
if passed by all Classes of Notes, will approve the Proposals (as
defined below).
Unless the context otherwise requires, capitalised terms used
but not defined in this Notice shall have the meaning given in the
Note Trust Deed, the terms and conditions of the Notes (the
"Conditions"), the consent solicitation memorandum dated 17 May
2019 from the Issuer addressed to the Noteholders (the "Consent
Solicitation Memorandum") or the Extraordinary Resolutions, as
applicable.
EXTRAORDINARY RESOLUTIONS
"THAT this meeting (the "Meeting") of the holders of those of
the GBP8,750,000 Class E Asset Backed Floating Rate Notes due 2029
issued by Honours PLC (the "Issuer") presently outstanding (the
"Class E Notes") constituted by the Note Trust Deed dated 10
November 2006 (the "Note Trust Deed") made between the Issuer and
Deutsche Trustee Company Limited (the "Note Trustee") as trustee
for the holders of the Class E Notes (the "Class E Noteholders")
hereby:
(a) sanction, authorise and approve the implementation of the
Remediation Plan proposed by the Issuer (in accordance with the
Consent Solicitation Memorandum and these Extraordinary
Resolutions) (with such amendments as the Issuer may consider
necessary, appropriate or desirable from time to time, provided
that such amendments will not result in substantial costs being
incurred by the Issuer);
(b) authorise, direct, request and empower Deloitte LLP
("Deloitte") and Link Financial Outsourcing Limited ("LFO") to take
any action and steps and do all things as may be necessary,
appropriate or desirable to carry out and give effect to the
Remediation Plan (in accordance with the Consent Solicitation
Memorandum and these Extraordinary Resolutions);
(c) authorise the release of the cash standing to the credit of
the Settlement Account from the Security as and when withdrawn and
authorise the Issuer to use the cash standing to the credit of the
Settlement Account in accordance with the Settlement Account
Agreement, which will provide that this cash will be applied by the
Issuer -
(i) to make cash refunds to the affected borrowers and the
Authority pursuant to the Remediation Plan, by transferring amounts
to LFO to enable LFO to make such payments;
(ii) to pay Deloitte's and LFO's costs relating to implementing
the Remediation Plan, up to a maximum aggregate amount of
GBP1,000,000;
(iii) to reimburse the structure in respect of third party costs
(including legal and financial advisory costs) incurred by the
structure up to and including 31 March 2019 in connection with (i)
dealing with the non-compliance issues in relation to the CCA,
including negotiating and finalising the settlement with Capita,
and (ii) the formulation of the Remediation Plan, by adding an
amount in respect of such third party costs (after having paid or
provided for the amounts referred to in paragraphs (i) and (ii)
above and (v) below) to the Available Revenue Funds, up to a
maximum aggregate amount of GBP1,000,000;
(iv) to pay all third party costs (including, without
limitation, any legal, Note Trustee, Security Trustee, Cash Manager
and financial advisory costs) incurred after 31 March 2019 to the
date of completion of the Remediation Plan which the Issuer is
obliged to pay or reimburse in connection with (i) the formulation
and implementation of the Remediation Plan, and (ii) the consent
solicitation process, by transferring the relevant amount(s) in
respect of such third party costs to the relevant third party
(after having paid or provided for the amounts referred to in
paragraphs (i), (ii) and (iii) above and (v) below), but only to
the extent that having covered the expenses and items in paragraphs
(i), (ii) and (iii) above and (v) below, at least GBP1,500,000 will
be remaining in the Settlement Account to establish the reserve
fund contemplated in (vi) below;
(v) for PDL remediation (where remediation is payable to a
borrower whose loan is still outstanding, the borrower's account
balance will be reduced by the amount of the remediation) by adding
amounts (not used in paragraphs (i), (ii), (iii) and (iv) above) to
the Available Revenue Funds to offset the impact of balance
adjustments, both in terms of interest cancelled and any principal
reductions as a result of the implementation of the Remediation
Plan by adding equivalent sums to the PDL;
(vi) to keep any remaining cash (after applying it in the manner
contemplated in paragraphs (i), (ii), (iii), (iv) and (v) above) in
the Settlement Account as a reserve fund for a period of 36 months
(the "Reserve Period") to be used to meet any potential future
liability, costs, claims, expenses or losses to the Honours
structure as a result of any borrower and/or the Authority making
any claim or demand or taking any action against the Issuer and/or
the Purchaser in connection with the Remediation Plan or arising as
a result of the non-compliance issues in relation to the CCA (the
"Claims"), and after the Reserve Period:
(A) if there has been less than GBP100,000 of Claims made
against the Issuer and/or the Purchaser during the Reserve Period,
with less than GBP10,000 of Claims made against the Issuer and/or
the Purchaser within the 12 month period preceding the last day of
the Reserve Period, to use any excess/surplus cash remaining in the
Settlement Account at the end of the Reserve Period by transferring
such remaining amount to the Issuer Account to be distributed by
the Cash Manager (for and on behalf of the Issuer) as Available
Revenue Funds in accordance with the Pre-Enforcement Revenue
Priority of Payments at that time; and
(B) if there has been GBP100,000 or more of Claims made against
the Issuer and/or the Purchaser during the Reserve Period and/or
GBP10,000 or more of Claims made against the Issuer and/or the
Purchaser within the 12 month period preceding the last day of the
Reserve Period, to obtain approval from the Noteholders at that
point in time as to the manner in which any excess/surplus cash
remaining in the Settlement Account at the end of the Reserve
Period should be retained/released and applied;
(d) authorise, direct, request and empower the Purchaser and the
Issuer, (i) to agree and execute (as applicable) a supplemental
agreement to the Administration Agreement with LFO (the
"Supplemental Agreement") to provide for any additional services
that may be required to be performed by LFO in order to implement
the Remediation Plan, including making the relevant cash payments
to the affected borrowers and the Authority as contemplated in
paragraph (c)(i) above, and (ii) to agree and execute and do, all
such other deeds, instruments, acts and things as may be necessary
or appropriate to carry out and give effect to the Supplemental
Agreement;
(e) approve and assent to the settlement account agreement in or
substantially in the form of the draft set out in Annex A to the
Consent Solicitation Memorandum and made available for inspection
at the specified offices of the Issuer or the Irish Paying Agent on
and from the date of this Notice (the "Settlement Account
Agreement") and authorise, direct, request and empower the Note
Trustee, the Security Trustee, the Cash Manager and the Issuer, as
applicable, (i) to agree and execute (as applicable) the Settlement
Account Agreement and (ii) to agree and execute and do, all such
other deeds, instruments, acts and things as may be necessary or
appropriate to carry out and give effect to the Settlement Account
Agreement;
(f) authorise, direct, request and empower the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer as applicable (i)
to treat and distribute any amounts(s) transferred from the
Settlement Account to the Issuer Account as Available Revenue
Funds; and (ii) to concur in, and to execute and do, all such other
deeds, instruments, acts and things as may be necessary or
appropriate to carry out and give effect to the amendment(s)
required to be made to the definition of Available Revenue Funds in
order to ensure that any amounts(s) transferred from the Settlement
Account to the Issuer Account constitute Available Revenue Funds
and can be distributed by the Cash Manager (for and on behalf of
the Issuer) as Available Revenue Funds in accordance with the
Pre-Enforcement Revenue Priority of Payments, as contemplated by
the Extraordinary Resolutions set out in paragraphs, (c)(iii),
(c)(v) and (c)(vi)(A);
(g) once the balance in the Settlement Account is reduced to
zero, authorise and sanction the Security Trustee to release the
Security granted pursuant to the Deed of Charge over the Settlement
Account itself and authorise and sanction the Issuer to close the
Settlement Account;
(h) authorise the Issuer to pay any fees, costs, charges and
expenses of any third party reasonably incurred (to the extent not
paid from the funds standing to the credit of the Settlement
Account) relating to (i) implementing the Remediation Plan and (ii)
the consent solicitation process, either at the relevant line item
in Condition 2(i) (Order of Priority) of the pre-enforcement
priority of payments or line item (vi)(G) of Condition 2(i) (Order
of Priority) of the pre-enforcement priority of payments;
(i) authorise, direct, request and empower the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer, as applicable to
agree and execute and do, all such other deeds, instruments, acts
and things as may be necessary or appropriate to carry out and give
effect to (i) the Remediation Plan and (ii) any Extraordinary
Resolution;
(j) ratify and confirm each and every act or thing done or
effected by the Issuer in relation to the appointment of Deloitte
as its financial adviser and the incurrence of its fees in
connection therewith;
(k) ratify and confirm each and every act or thing that may be
done or effected by the Issuer, the Paying Agents, the Tabulation
Agent, the Cash Manager, the Note Trustee, the Security Trustee and
any of their respective directors, officers, employees, agents or
affiliates or any person nominated by the Issuer in the proper
exercise of his or her powers and/or authority under the Consent
Solicitation Memorandum in order to carry out and give effect to
(i) the Remediation Plan and (ii) any Extraordinary Resolution;
(l) agree, in relation to the submission of a Consent
Instruction (if applicable), (i) to do all such acts and things as
shall be necessary and execute any additional documents deemed by
the Issuer to be desirable, in each case, to perfect any of the
authorities expressed to be given under the Consent Solicitation
Memorandum and appoint the Tabulation Agent as its authorised
attorney to do so on its behalf, and (ii) to execute and deliver
any additional documents and/or do such other things deemed by the
Issuer to be necessary or desirable to effect delivery of the
Consent Instructions related to such Notes or to evidence such
power and authority;
(m) discharge and exonerate each of the Note Trustee, the
Security Trustee, the Cash Manager and the Issuer from all
liability for which it may have become or may become responsible
under the Note Trust Deed, the Deed of Charge, any other
Transaction Document or the Notes in respect of any act or omission
in connection with the implementation of the Remediation Plan,
these Extraordinary Resolutions, the Supplemental Agreement and/or
the Settlement Account Agreement; and
(n) sanction and assent to every abrogation, amendment,
modification, compromise or arrangement in respect of the rights of
the Noteholders against the Issuer or any other person (whether
such rights shall arise under the Note Trust Deed, the Deed of
Charge or otherwise) involved in or resulting from or to be
effected by, the implementation of the Remediation Plan, these
Extraordinary Resolutions, the Supplemental Agreement and/or the
Settlement Account Agreement.
Terms used but not otherwise defined in these Extraordinary
Resolutions shall have the meaning given in the Note Trust Deed,
the Conditions or the Consent Solicitation Memorandum."
Background to Extraordinary Resolutions
The Extraordinary Resolutions are being proposed in connection
with the Consent Solicitation.
The purpose of the Consent Solicitation is to invite Noteholders
from each Class of Notes to consider and, if thought fit, to
approve the Extraordinary Resolutions in connection with the:
(a) implementation of a remediation plan proposed by the Issuer,
as more fully described in the section entitled "Remediation Plan
and Release of Settlement Amount" of the Consent Solicitation
Memorandum (with such amendments as the Issuer may consider
necessary, appropriate or desirable from time to time) (the
"Remediation Plan"); and
(b) release and application of the cash standing to the credit
of the Settlement Account (as defined in the Consent Solicitation
Memorandum) in the manner contemplated in the Consent Solicitation
Memorandum and the Extraordinary Resolutions,
(together, the "Proposals").
Full details of the background to, and the reasons for, the
implementation of the Proposals and the Extraordinary Resolutions
are contained in the Consent Solicitation Memorandum, copies of
which are available upon request from the Issuer or Tabulation
Agent, the contact details for which are set out below. In order to
receive a copy of the Consent Solicitation Memorandum, a Noteholder
will be required to provide confirmation as to his or her status as
an eligible Noteholder.
General
The attention of Noteholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of an Extraordinary Resolution at a Meeting or any meeting
held following any adjournment of any Meeting, which are set out in
"Voting and Quorum" below (see in particular paragraph 6). Having
regard to such requirements, Noteholders are strongly urged either
to attend the relevant Meeting or to take steps to be represented
at such Meeting (including by way of submitting Consent
Instructions) as soon as possible.
Copies of this Notice, the Note Trust Deed (including the
Conditions of the Notes), the Deed of Charge and the draft
Settlement Account Agreement referred to in the Extraordinary
Resolutions set out above and of certain other relevant documents
will be available for inspection at the specified offices of the
Paying Agents and the Tabulation Agent set out below.
Subject to the approval of the Extraordinary Resolutions with
respect to the Class A1 Notes, the Class A2 Notes, the Class B
Notes, the Class C Notes and the Class D Notes (as described in the
Consent Solicitation Memorandum) the Extraordinary Resolutions, if
approved as described above, will be implemented as soon as
reasonably practicable after the announcement via the Clearing
Systems and the Irish Stock Exchange website of the results of the
Meetings that all of the Extraordinary Resolutions have been
approved by each of the Classes of Noteholders.
In accordance with normal practice, the Note Trustee and the
Security Trustee express no opinion as to the merits of the Consent
Solicitation (as defined in the Consent Solicitation Memorandum) or
the Proposals (as defined above) (which they were not involved in
negotiating). They have, however, authorised it to be stated that,
on the basis of the information set out in the Consent Solicitation
Memorandum (which they recommend the Class E Noteholders to read
carefully) and in this Notice, it has no objection to the
Extraordinary Resolutions referred to above being submitted to the
Class E Noteholders for their consideration. The Note Trustee and
the Security Trustee have not been involved in formulating the
Consent Solicitation, the Extraordinary Resolutions or the
Proposals and make no representation that all relevant information
has been disclosed to the Class E Noteholders in the Consent
Solicitation Memorandum and this Notice. Accordingly, the Note
Trustee and the Security Trustee urge the Class E Noteholders who
are in any doubt as to the impact of the implementation of the
Extraordinary Resolutions to seek their own independent legal and
financial advice.
By submitting or delivering a duly completed Consent Instruction
to the relevant Clearing System, a Class E Noteholder instructs the
Principal Paying Agent to appoint the Tabulation Agent as proxy to
attend and vote at the Meeting in favour of or against the
Extraordinary Resolutions. The terms and conditions of the Consent
Solicitation Memorandum are without prejudice to the right of a
Class E Noteholder to attend and vote at the Meeting as set out in
this Notice and in the Note Trust Deed.
Voting and Quorum
1. The provisions governing the convening and holding of a
Meeting are set out in Schedule 5 (Provisions for Meetings of
Noteholders) to the Note Trust Deed, a copy of which is available
for inspection by the Noteholders during normal business hours at
the respective specified offices of the Paying Agents and the
Tabulation Agent set out below.
2. All of the Notes of each Class are represented by a global
note of the relevant Class held by a common depositary for
Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or
Euroclear Bank S.A./N.V. ("Euroclear"). For the purposes of the
Meeting, a "Noteholder" shall mean each person who is for the time
being shown in the records of Euroclear or Clearstream, Luxembourg
as the holder of a particular principal amount outstanding of the
relevant Class of Notes.
3. A Noteholder wishing to attend the relevant Meeting in person
must produce at that Meeting a valid Voting Certificate issued by a
Paying Agent relating to the relevant Class of Notes in respect of
which it wishes to vote.
4. A Noteholder not wishing to attend and vote at the relevant
Meeting in person may either deliver its valid Voting
Certificate(s) to the person whom he wishes to attend on his behalf
or give a voting instruction (by giving his electronic voting
instructions (a "Consent Instruction")) to Clearstream, Luxembourg
and/or Euroclear instructing a Paying Agent to appoint Wilmington
Trust (London) Limited (the "Tabulation Agent") to attend and vote
at the Meeting in accordance with his instructions.
5. A Noteholder must request the relevant clearing system to
block the relevant Notes in his own account and to hold the same to
the order or under the control of a Paying Agent not later than 48
hours before the time appointed for holding the relevant Meeting in
order to obtain Voting Certificates or to give Consent Instructions
in respect of the relevant Meeting. Notes of the relevant Class so
blocked will not be released until the earlier of:
(a) in respect of Voting Certificate(s):
(i) the conclusion of the relevant Meeting (or, if applicable,
any adjournment of the relevant Meeting); and
(ii) the surrender of the Voting Certificate(s) to the Paying
Agent who issued the same and the notification by such Paying Agent
to the relevant clearing system of such surrender or the compliance
in such other manner with the rules of the relevant clearing
system; and
(b) in respect of Consent Instructions:
(i) the date on which the Consent Solicitation is terminated by
the Issuer (provided that such termination is more than 48 hours
before the time set for the relevant Meeting);
(ii) the date on which the relevant Consent Instruction is
validly revoked in accordance with the terms of the Consent
Solicitation Memorandum; and
(iii) the conclusion of each of the Meetings of the Class A1
Noteholders, Class A2 Noteholders, Class B Noteholders, Class C
Noteholders, Class D Noteholders, and the Class E Noteholders (or,
if applicable, any adjournment of any of the Meetings).
6. The quorum required at each Meeting is two or more
Noteholders present in person holding Notes of the relevant Class
and/or persons present in person holding Voting Certificates and/or
being proxies and being or representing in the aggregate holders of
not less than 75 per cent. in Principal Amount Outstanding of the
Notes of the relevant Class for the time being outstanding (as
defined in the Transaction Master Definitions and Framework Deed).
If a quorum is not present at the relevant Meeting, such Meeting
will be adjourned for a period of not fewer than 14 days and not
more than 42 days and the Extraordinary Resolutions will be
considered at an adjourned Meeting (notice of which will be given
to the relevant Noteholders). The quorum at such an adjourned
Meeting will be two or more Noteholders present in person holding
Notes of the relevant Class and/or persons present in person
holding Voting Certificates and/or being proxies and being or
representing in the aggregate the holders of not less than 25 per
cent. in Principal Amount Outstanding of the Notes of the relevant
Class for the time being outstanding (as defined in the Transaction
Master Definitions and Framework Deed).
7. Voting Certificates and Consent Instructions given in respect
of the relevant Meeting (unless surrendered or, as the case may be,
revoked at least 48 hours prior to any adjourned Meeting) shall
remain valid for such adjourned Meeting.
8. Every question submitted to the relevant Meeting will be
decided on a show of hands unless a poll is duly demanded by the
Chairman of that Meeting, the Issuer or one or more Noteholders
holding one or more Notes of the relevant Class and/or persons
holding Voting Certificates and/or being proxies and being or
representing in the aggregate the holders of not less than 5 per
cent. of the Principal Amount Outstanding of the Notes of the
relevant Class then outstanding (as defined in the Transaction
Master Definitions and Framework Deed). On a show of hands every
person who is present in person and produces a Voting Certificate
or is a proxy shall have one vote. On a poll every person who is so
present shall have one vote in respect of each GBP50,000 principal
amount of the Principal Amount Outstanding of the relevant Class of
Notes represented by the Voting Certificate so produced or in
respect of which that person is a proxy.
9. To be passed at a Meeting, each Extraordinary Resolution
requires a majority of not less than three-fourths of the persons
voting at the relevant Meeting upon a show of hands or if a poll is
duly demanded by a majority consisting of not less than
three-fourths of the votes cast on such poll. If passed by a Class
of Noteholders, the Extraordinary Resolutions shall be binding on
all Noteholders of the relevant Class, whether present or not at
the relevant Meeting at which it is passed and whether or not
voting. However, the Proposals will only be implemented if the
Extraordinary Resolutions in respect of all Classes of Notes are
approved.
This Notice is given by:
Honours PLC
Third Floor
1 King's Arms Yard
London EC2R 7AF
Telephone: +44 207 397 3600
E-mail: Transactionteam@wilmingtontrust.com
Attention: The Directors
Dated 17 May 2019
Contact Information
Requests for copies of the Consent Solicitation Memorandum and
information in relation to the Consent Solicitation and the
procedures for the submission of a Consent Instruction should be
directed to:
The Tabulation Agent
Wilmington Trust (London) Limited
Third Floor
1 King's Arms Yard
London EC2R 7AF
Telephone: +44 207 397 3600
E-mail: adminlondon@wilmingtontrust.com
Attention: The Directors - Honours Tabulation Agent
Noteholders whose Notes are held by Euroclear or Clearstream,
Luxembourg should contact the following for further
information:
Euroclear: Corporate Action Department (email:
Bonds_offers@Euroclear.com)
Clearstream: CIE Department (email:
ciefaxes.cs@clearstream.com)
The Tabulation Agent does not take responsibility for the
contents of this Notice and none of the Issuer or the Tabulation
Agent, or any of their respective directors, employees or
affiliates makes any representation or recommendation whatsoever
regarding the Consent Solicitation. This Notice must be read in
conjunction with the Consent Solicitation Memorandum. No offer to
acquire any Notes is being made pursuant to this Notice. This
Notice and the Consent Solicitation Memorandum contain important
information, which should be read carefully before any decision is
made with respect to the Consent Solicitation. If any holder of the
Notes is in any doubt as to the action it should take, it is
recommended to seek its own advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent adviser.
Distribution Restrictions
This Notice and the Consent Solicitation Memorandum do not
constitute an offer or an invitation to participate in the Consent
Solicitation in any jurisdiction in or from which, or to or from
any person to or from whom, it is unlawful to make such offer or
invitation under applicable securities laws. The distribution of
the Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession the Consent
Solicitation Memorandum comes are required by each of the Issuer
and the Tabulation Agent to inform themselves about, and to
observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the
Issuer or the Tabulation Agent in relation to the Consent
Solicitation that would permit a public offering of securities.
Any materials relating to the Consent Solicitation do not
constitute, and may not be used in connection with, any form of
offer or solicitation in any place where such offer or solicitation
is not permitted by law.
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ISELLFSSEIIDLIA
(END) Dow Jones Newswires
May 17, 2019 10:45 ET (14:45 GMT)
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