REG - Marston's Issuer Plc - Marston's Issuer PLC - Consent Solicitation

Marston'sAnnouncement

26/07/2021 10:25

RNS Number : 4309G
  
Marston's Issuer PLC
  
26 July 2021
  
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. NOTHING IN THIS ANNOUNCEMENT CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
MARSTON'S ISSUER PLC ANNOUNCES CONSENT SOLICITATION
 
26 July 2021
Overview
Marston's Issuer PLC (the "Issuer") today announces a consent solicitation (the "Consent Solicitation") in respect of the £214,000,000 Class A2 Secured Fixed/Floating Rate Notes due 2027 (XS0226790748) (the "Class A2 Notes"), the £200,000,000 Class A3 Secured Fixed/Floating Rate Notes due 2032 (XS0226792280) (the "Class A3 Notes"), the £250,000,000 Class A4 Secured Floating Rate Notes due 2031 (XS0331071026) (the "Class A4 Notes", and together with the Class A2 Notes and the Class A3 Notes, the "Class A Notes") and the £155,000,000 Class B Secured Fixed/Floating Rate Notes due 2035 (XS0226897030) (the "Class B Notes", and together with the Class A Notes, the "Notes").  
The Consent Solicitation is being launched in order to seek the approval of the holders of the Notes (the "Noteholders") (by way of Extraordinary Resolutions at separate meetings of the holders of each Class of the Notes (the "Meetings")) to amendments in respect of certain provisions in the financing to which the Issuer is a party, as described further below. The need for these amendments has arisen as a result of recent market and regulatory developments announcing the likely permanent or indefinite discontinuation of LIBOR after the end of 2021 and promoting a transition to the Sterling Overnight Index Average ("SONIA") across markets as the new sterling interest rate benchmark, which will affect the reference rates for interest payable under the Notes and Liquidity Facility. 
Capitalised terms used in this announcement (the "Announcement") and not defined herein shall have the meanings ascribed to them in the Consent Solicitation Memorandum dated 26 July 2021 (the "Solicitation Memorandum").
Rationale and background to the Proposals 
As Noteholders are likely to be aware, on 5 March 2021 the UK Financial Conduct Authority (the "FCA") formally announced the future cessation or loss of representativeness of all settings of euro, Swiss franc, Japanese yen, and sterling LIBOR, 1 week and 2 month US dollar LIBOR settings, after 31 December 2021, and overnight 1 month, 3 month, 6 month and 12 month US dollar LIBOR settings after 30 June 2023 (the "FCA LIBOR Announcement"). Also on 5 March 2021, the International Swaps and Derivatives Association ("ISDA") separately confirmed that the FCA LIBOR Announcement constitutes an index cessation event under the IBOR Fallbacks Supplement and the ISDA 2020 IBOR Fallbacks Protocol for all 35 LIBOR settings. As a result, the fallback spread adjustment published by Bloomberg was fixed as of 5 March 2021 for all euro, sterling, Swiss franc, US dollar and yen LIBOR settings.
 
Prior to the FCA LIBOR Announcement, the FCA confirmed that it will no longer persuade or compel banks to submit rates for the calculation of the sterling LIBOR benchmark after the end of 2021 and the Bank of England ("BoE") and the FCA mandated a working group to promote a broad-based transition to the SONIA across sterling bond, loan and derivative markets, so that SONIA is established as the primary sterling interest rate benchmark by the end of 2021.
 
Therefore, the continuation of sterling LIBOR on the current basis cannot and will not be guaranteed after 2021 and each of the BoE and the FCA have urged market participants to take active steps to implement the transition to SONIA and other risk-free rates ahead of this deadline.
 
Other than the Class A3 Notes, each Class of Notes and the Liquidity Facility currently accrues interest on the basis of LIBOR plus the relevant margin, and under the current terms of the Class A3 Notes, they will switch to LIBOR plus the relevant margin after the relevant step-up date. In light of the above market and regulatory developments (and since each Class of Notes and the Liquidity Facility will remain outstanding after the end of 2021) the Issuer proposes to amend the interest basis under the Notes and the Liquidity Facility to transition from LIBOR to SONIA, and make consequential or related amendments to the Master Definitions and Construction Schedule, the Conditions, the Liquidity Facility Agreement, the Interest Rate Swap Agreement and the Issuer/Borrower Swap Agreement. The Issuer is seeking the consent of the Noteholders to such amendments (the "Proposals") to take effect from (and including) 17 January 2022, being the first Interest Payment Date falling immediately after 31 December 2021, in order to eliminate market risk for the Noteholders. Further details of the Proposals are set out in the Solicitation Memorandum.
Proposals
For the reasons set out above, the Issuer is calling the Meetings in order to seek the consent of the Noteholders (by an Extraordinary Resolution in each case) to implement the Proposals, the terms of which are set out in the Solicitation Memorandum. The Proposals require the approval of the holders of the Class A Notes and the Class B Notes in order to bind each Class of Notes and will be implemented by the entry into the Deed of Amendment and Restatement.
If an Extraordinary Resolution is approved by the holders of the relevant Class of Notes, it will be binding on all holders of that Class of Notes, including those Noteholders who do not vote in favour of or in connection with the Extraordinary Resolution.
If the Proposals are not approved by the requisite majorities of the holders of each Class of Notes, the Proposals will not be implemented and the Deed of Amendment and Restatement will not be entered into. In those circumstances, once LIBOR is permanently or indefinitely discontinued, the basis of the interest under the Notes and Liquidity Facility will be fixed to the last LIBOR setting which could have an adverse impact on the liquidity of the Notes.
Meetings of Noteholders
Separate Meetings of the holders of each Class of Notes to consider, and if thought fit, pass an Extraordinary Resolution in each case to approve the Proposals, shall take place on 17 August 2021, with the Meeting in respect of the Class A2 Notes commencing at 10.00 a.m. (London time) and each other Meeting held at 10 minute intervals thereafter. Noteholders are directed to the Notices of Meetings and the Solicitation Memorandum (information relating to which has been sent today to all Noteholders via the Clearing Systems) which contains the full terms of the Proposals and details of the respective Meeting.  
In light of the ongoing COVID-19 pandemic, it is expected that it will be impossible or inadvisable to hold physical Meetings. As a result, the Issuer and the Note Trustee will prescribe further or alternative regulations regarding the holding of the Meetings by audio or video conference call, and those Noteholders who have indicated that they wish to attend the Meetings will be provided with further details about attending the audio or video conference call.
Noteholders who do not wish to attend a Meeting but who wish to vote must take action on or prior to 10.00 a.m. (London time) on 13 August 2021 (the "Expiration Time"), subject to amendment, extension or termination by the Issuer and any earlier deadlines set by any intermediary through which such Noteholders hold their Notes.
Implementation
The implementation of the Proposals and each Extraordinary Resolution will be conditional on the passing of the relevant Extraordinary Resolution and the execution of the Deed of Amendment and Restatement (together, the "Consent Conditions"). The Deed of Amendment and Restatement will take effect from the date that such Deed of Amendment and Restatement is entered into or, if later, the date on which it becomes effective in accordance with its terms, and will effect the amendments to the Conditions and the Master Definitions and Construction Schedule, and amend and restate the Liquidity Facility Agreement and each transaction confirmation under the Interest Rate Swap Agreement and the Issuer/Borrower Swap Agreement, which will together reflect the Proposals. Further detail on the Proposals is set out in the Solicitation Memorandum.




Expected Timetable 




Event


 


Date






Announcement of Consent Solicitation: Announcement of the Consent Solicitation and the Proposals via the RNS. Notices of Meetings given to Noteholders through the Clearing Systems.


 


26 July 2021




Solicitation Memorandum and draft of the form of the Deed of Amendment and Restatement to be made available by the Information and Tabulation Agent (copies of which are obtainable by Noteholders upon request, free of charge).


 


26 July 2021




Expiration Time: Latest time and date for (i) receipt by the Information and Tabulation Agent of valid Electronic Voting Instructions through the Clearing Systems (such Electronic Voting Instructions are irrevocable from this date) and (ii) obtaining a voting certificate from the Principal Paying Agent and for the issuance or withdrawal of a voting instruction whether given by way of an Electronic Voting Instruction or otherwise.


 


10.00 a.m. (London time)
on 13 August 2021




Meetings: The first Meeting in respect of the Class A2 Notes will commence at 10:00 a.m., with subsequent Meetings in respect of each other Class (in the order each Class is listed in the table on page 1 of this Announcement) being held at 10 minute intervals thereafter.


 


From 10:00 a.m. (London time) on 17 August 2021 as set out in the Notices of Meetings




Announcement of results of Meetings: Announcement of results of the Meetings via the RNS. Notice of results of the Meetings to be given to Noteholders through the Clearing Systems.


 


As soon as reasonably practicable after the Meetings 




Execution of the Deed of Amendment and Restatement: If the Extraordinary Resolution is passed at the Meetings, execution of the Deed of Amendment and Restatement.


 


As soon as reasonably practicable after the Meetings




Effective Date: If the Consent Conditions are satisfied, the amendments set out in the Deed of Amendment and Restatement will take effect from (and including) the Interest Payment Date falling immediately after 1 January 2022 (the "Effective Date").


 


17 January 2022




Noteholders or Beneficial Owners are advised to check with the bank, securities broker, Clearing System or other intermediary through which they hold their Notes whether such intermediary applies different deadlines for the receipt of Electronic Voting Instructions or (in the limited circumstances in which withdrawal is permitted) to the withdrawal of Electronic Voting Instructions to vote in respect of the Proposals, and then to adhere to such deadlines if such deadlines are prior to the deadlines set out above.
All of the above deadlines for the submission and (where permitted) revocation of Electronic Voting Instructions are subject to earlier deadlines that may be set by the Clearing Systems or any intermediary.
General
The Issuer may, at its option and in its sole discretion, amend, terminate or waive any of the terms and conditions relating to the Consent Solicitation at any time (subject in each case to applicable law and the Noteholder Meeting Provisions and as provided in the Solicitation Memorandum, and provided that no amendment may be made to the Extraordinary Resolutions or the Expiration Time).
In relation to the delivery or withdrawal of Electronic Voting Instructions, in each case, through the Clearing Systems, Noteholders holding Notes in Euroclear or Clearstream, Luxembourg should note the particular practice of the relevant Clearing System, including any earlier deadlines set by such Clearing System or any intermediary.
Only Noteholders who are shown on the records of a Clearing System as a holder of the Notes (each a "Direct Participant") may deliver Electronic Voting Instructions. Noteholders who are not Direct Participants in Euroclear or Clearstream, Luxembourg should arrange for the Direct Participants through whom they hold their Notes to deliver an Electronic Voting Instruction on their behalf to the relevant Clearing System as more particularly described under "Procedures in connection with the Consent Solicitation - Procedure for Delivering Electronic Voting Instructions" in the Solicitation Memorandum.
Noteholders are advised to read carefully the Solicitation Memorandum for full details of and information on the procedures for participating in the Consent Solicitation.
A complete description of the terms and conditions of the Consent Solicitation is set out in the Solicitation Memorandum.
For Further Information:
Further details on the Consent Solicitation and copies of the Solicitation Memorandum can be obtained from:
The Information and Tabulation Agent
D.F. King Ltd.
65 Gresham Street
London EC2V 7NQ
United Kingdom
Tel:                         +44 (0) 20 7920 9700

Email:                    marstons@dfkingltd.com   
Website:                 https://sites.dfkingltd.com/marstons 
Further details relating to the contents of this Announcement can be obtained from: 
Marston's Pubs Parent Limited
Marston's House

Brewery Road
Wolverhampton WV1 4JT

United Kingdom
Attention: Rob Leach
Solicitation Restrictions
This Announcement does not constitute an invitation to participate in the Consent Solicitation in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this Announcement in certain jurisdictions may be restricted by law.
Persons into whose possession this Announcement comes are required by each of the Issuer, the Borrower, the Group, the Information and Tabulation Agent, the Trustee and the Principal Paying Agent to inform themselves about, and to observe, any such restrictions.
United States
This Announcement is not an offer of securities for sale in the United States or to, or for the account or benefit of, any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes have not been and will not be registered under the Securities Act, or the laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.
General
Nothing in this Announcement constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in the Consent Solicitation by a Noteholder in any circumstances in which such participation is unlawful will not be accepted.
Each Noteholder participating in the Consent Solicitation will be required to represent that it is an Eligible Noteholder as set out in "Procedures in connection with the Consent Solicitation" in the Solicitation Memorandum. Each of the Issuer and the Information and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any submission of Electronic Voting Instructions, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such Electronic Voting Instruction may be rejected.
Disclaimer
This Announcement must be read in conjunction with the Solicitation Memorandum. The Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation and the Proposals. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal and investment advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000 (the "FSMA") (if in the United Kingdom) or other appropriately authorised independent professional adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation or otherwise vote in respect of the Proposals. None of the Issuer, the Borrower, the Information and Tabulation Agent, the Principal Paying Agent and the Trustee or any of their respective affiliates, directors, employees, officers, agents, consultants or representatives makes any representation or recommendation as to whether or not or how Noteholders should participate in the Consent Solicitation or vote in respect of the Proposals.
None of the Information and Tabulation Agent, the Principal Paying Agent or the Trustee accepts any responsibility for the contents of this Announcement. For the purposes of the Market Abuse Regulation (EU) 596/2014 and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is made by Daniel Wynne, Director of Marston's Issuer PLC.

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