TIDM42RJ
RNS Number : 9502C
Aster Treasury PLC
22 October 2020
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
BONDHOLDERS. IF ANY BONDHOLDER IS IN ANY DOUBT AS TO THE ACTION IT
SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF THE
EXTRAORDINARY RESOLUTION SET OUT BELOW, IT SHOULD SEEK ITS OWN
FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX
CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK MANAGER, SOLICITOR,
ACCOUNTANT OR OTHER INDEPENT FINANCIAL, TAX OR LEGAL ADVISER.
ASTER TREASURY PLC
(incorporated in England with limited liability under the
Companies Act 2006, registered number 8749672)
(the "Issuer")
NOTICE OF MEETING
of the holders of its outstanding
Description of the Bonds ISIN / Common Code Outstanding Principal
Amount
------------------------- ------------------------- ----------------------
GBP450,000,000 4.50 XS1004109150 / 100410915 GBP450,000,000
per cent. Guaranteed
Secured Bonds due 2043
(the "Bonds")
unconditionally and irrevocably guaranteed by
ASTER GROUP LIMITED
(incorporated in England with limited liability under the
Co-operative and Community Benefit Societies Act 2014 with
registered number 29573R and registered with the Regulator of
Social Housing under the Housing and Regeneration Act 2008, as
amended by the Localism Act 2011, with number L4393)
("AGL" and, in its capacity as guarantor, the "Guarantor")
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the
holders of the Bonds (the "Bondholders")
convened by the Issuer will be held by conference call or other
electronic means (see " Further or Alternative Regulations
regarding the Meeting " below) at 11.00 a.m. (London time) on 13
November 2020 for the purpose of considering and, if thought fit,
passing the resolution set out below, with the implementation of
that resolution being subject to satisfaction of the condition set
out in paragraph 7(c) thereof (the "Eligibility Condition"), and
which resolution will be proposed as an Extraordinary Resolution at
the Meeting in accordance with the provisions of the Bond Trust
Deed dated 18 December 2013 (the "Original Bond Trust Deed") as
supplemented by a Supplemental Bond Trust Deed dated 23 May 2018
(the "Supplemental Bond Trust Deed" and the Original Bond Trust
Deed as supplemented by the Supplemental Bond Trust Deed, the "Bond
Trust Deed") between the Issuer, the Guarantor and Prudential
Trustee Company Limited as bond trustee for the Bondholders (the
"Bond Trustee").
Unless the context otherwise requires, capitalised terms used
but not defined in this Notice shall have the
meaning given in the Bond Trust Deed or the Extraordinary
Resolution, as applicable.
EXTRAORDINARY RESOLUTION
"THAT this Meeting of the holders (together, the "Bondholders")
of the outstanding GBP450,000,000 4.50 per cent. Guaranteed Secured
Bonds due 2043 (ISIN: XS1004109150) (the "Bonds") of Aster Treasury
plc (the "Issuer") unconditionally and irrevocably guaranteed by
Aster Group Limited (the "Guarantor"), constituted by the Bond
Trust Deed dated 18 December 2013 (the "Original Bond Trust Deed")
as supplemented by a Supplemental Bond Trust Deed dated 23 May 2018
(the "Supplemental Bond Trust Deed" and the Original Bond Trust
Deed as supplemented by the Supplemental Bond Trust Deed, the "Bond
Trust Deed") between the Issuer, the Guarantor and Prudential
Trustee Company Limited as bond trustee for the Bondholders (the
"Bond Trustee"), and issued with the benefit of the Agency
Agreement dated 18 December 2013 as supplemented by the
Supplemental Agency Agreement dated 23 May 2018 (together, the
"Agency Agreement") between the Issuer, the Guarantor, The Bank of
New York Mellon, London Branch as principal paying agent (the
"Principal Paying Agent") and the Bond Trustee:
1. (subject to paragraph 7 of this Extraordinary Resolution)
assents and agrees to the modification of the terms and conditions
of the Bonds (as set out in Part 2 of Schedule 2 to each of the
Original Bond Trust Deed and the Supplemental Bond Trust Deed, the
"Conditions") and the Bond Trust Deed to permit the Issuer to
on-lend finance for the benefit of the members of the Aster Group,
all as more fully set out in the Second Supplemental Bond Trust
Deed (as defined in paragraph 3(a) below);
2. (subject to paragraph 7 of this Extraordinary Resolution)
agrees, upon execution and delivery of the Second Supplemental Bond
Trust Deed (as defined in paragraph 3(a) below) by the parties
thereto;
3. (subject to paragraph 7 of this Extraordinary Resolution)
assents to, authorises, directs, requests and empowers the Bond
Trustee and the Issuer and the Guarantor to:
(a) concur in the modifications referred to in paragraph 1 of
this Extraordinary Resolution and, in order to give effect to and
implement such modifications, subject to satisfaction of the
conditions set out in paragraph 7 of this Extraordinary Resolution,
to execute and deliver a supplemental bond trust deed (the "Second
Supplemental Bond Trust Deed") in the form of the draft produced to
this Meeting and for the purpose of identification signed by the
chairman thereof, with such amendments (if any) as may be requested
by the Issuer and approved by the Bond Trustee, in its sole and
absolute discretion, or required by the Bond Trustee; and
(b) concur in, and execute and do all such other deeds,
instruments, acts and things as may be necessary, desirable or
expedient in its sole opinion to carry out and to give effect to
this Extraordinary Resolution and the implementation of the
modifications referred to in paragraph 1 of this Extraordinary
Resolution;
4. (subject to paragraph 7 of this Extraordinary Resolution)
sanctions every abrogation, modification, compromise or arrangement
in respect of the rights of the Bondholders appertaining to the
Bonds against the Issuer, whether or not such rights arise under
the Bond Trust Deed or otherwise, involved in, resulting from or to
be effected by the amendments referred to in paragraph 1 of this
Extraordinary Resolution and their implementation.
5. discharges and exonerates the Bond Trustee from all liability
for which it may have become or may become responsible under the
Bond Trust Deed or otherwise in respect of any act or omission in
connection with this Extraordinary Resolution, its implementation
(including the modifications referred to in paragraph 1 of this
Extraordinary Resolution) or any other power or right conferred
pursuant to, or arising out of, this Extraordinary Resolution;
6. to waive any claim Bondholders may have against the Bond
Trustee as a result of any liability they may suffer or incur as a
result of acting upon this Extraordinary Resolution (including but
not limited to circumstances where it is subsequently found that
this Extraordinary Resolution is not valid or binding);
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution;
(b) the Consent Solicitation not having been terminated in accordance with its terms; and
(c) the quorum required for, and the requisite majority of votes
cast at, the Meeting being satisfied by Eligible Bondholders,
irrespective of any participation at the Meeting by Ineligible
Bondholders (and would also have been so satisfied if any
Ineligible Bondholders who provide confirmation of their status as
Ineligible Bondholders and waive their right to attend and vote (or
be represented) at the Meeting had actually participated at the
Meeting) and further resolves that, in the event the Extraordinary
Resolution is passed at the Meeting but this condition is not
satisfied, the chairman of the Meeting is hereby authorised,
directed, requested and empowered to adjourn this Meeting on the
same basis (including quorum) as for an adjournment of the Meeting
where the necessary quorum is not obtained, for the purpose of
reconsidering resolutions 1 to 8 of this Extraordinary Resolution
with the exception of resolution 7(c) of this Extraordinary
Resolution at the adjourned Meeting, and in place of the foregoing
provisions of resolution 7(c) the relevant condition will be
satisfied if the quorum required for, and the requisite majority of
votes cast at, the adjourned Meeting are satisfied by Eligible
Bondholders irrespective of any participation at the adjourned
Meeting by Ineligible Bondholders (and would also have been so
satisfied if any Ineligible Bondholders who provide confirmation of
their status as Ineligible Bondholders and waive their right to
attend and vote (or be represented) at the adjourned Meeting had
actually participated at the adjourned Meeting); and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Aster Group" means the Group Parent and any other present or
future, direct or indirect subsidiaries of the Group Parent (which
includes, for the avoidance of doubt, any entity with which the any
Borrower may merge or be consolidated with at any time including as
a result of a Permitted Reorganisation;
"Borrower" has the meaning given to it in the Bond Trust
Deed;
"Consent Solicitation" means the invitation by the Issuer to all
Eligible Bondholders to consent to the modifications referred to in
this Extraordinary Resolution, as described in the Consent
Solicitation Memorandum and as the same may be amended in
accordance with its terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 22 October 2020 prepared by the Issuer in relation
to the Consent Solicitation;
"Eligible Bondholder" means each Bondholder who is (a) located
and resident outside the United States and is not a U.S. person (as
defined in Regulation S under the Securities Act) and (b) otherwise
a person to whom the Consent Solicitation can be lawfully made and
that may lawfully participate in the Consent Solicitation;
"Group Parent" means Aster Group Limited and any entity with
which the Group Parent may merge or be consolidated with at any
time;
"Ineligible Bondholder" means each Bondholder who is not a
person to whom the Consent Solicitation is being made, on the basis
that such Bondholder is not an Eligible Bondholder;
"Permitted Reorganisation" has the meaning given to it in the
Bond Trust Deed;
"Securities Act" means the U.S. Securities Act of 1933, as
amended; and
"Solicitation Agent" means City & Continental Ltd as
solicitation agent in respect of the Consent Solicitation."
BACKGROUND
Background to, and rationale for, the Meeting and the Consent
Solicitation
Background
The Issuer issued the Bonds on 18 December 2013 (in a principal
amount of GBP250,000,000) and on 23 May 2018 (in a principal amount
of GBP200,000,000), which were constituted by the Bond Trust
Deed.
The Issuer is a finance subsidiary within the Aster Group
established for the purpose of raising finance and on-lending such
finance for the benefit of certain members of the Aster Group.
Pursuant to the Bond Trust Deed, the Issuer may only on-lend the
proceeds of the Bonds to Aster Communities, Synergy Housing Limited
and AGL (together the "Existing Borrowers") and any Additional
Borrowers (together with the Existing Borrowers, the
"Borrowers").
For these purposes, "Additional Borrower" means any entity which
(i) is a charity; (ii) is a Registered Provider of Social Housing;
(iii) is a member of the Aster Group; (iv) the Guarantor and each
Borrower has consented to becoming an Additional Borrower; and (v)
has acceded as a borrower to the Security Trust Deed originally
dated 15 December 2008 (as amended and restated on 16 December 2011
and further amended and restated on 6 September 2013 (the "Security
Trust Deed") between, inter alios, Aster Communities, Synergy
Housing Limited and Prudential Trustee Company Limited.
Covenant
Pursuant to Condition 7.1(a) and Clause 15.1(p) of the Original
Bond Trust Deed, the Issuer has covenanted that it will not engage
in any activity or do anything other than carry out the business of
a company which has as its purpose raising finance and on-lending
such finance for the benefit of the Borrowers.
The Proposed Amendments
The purpose of the Meeting and the Consent Solicitation is to
modify the covenant in Condition 7.1(a) and Clause 15.1(p) of the
Original Bond Trust Deed to permit the Issuer to raise finance and
on-lend such finance for the benefit of the members of the Aster
Group, being AGL and any of its present or future, direct or
indirect, subsidiaries, and not solely the Borrowers as currently
permitted by the Conditions and the Bond Trust Deed (the "Proposed
Amendments").
Reasons for the Proposed Amendments
The primary objective of the Issuer in seeking this modification
is to align the covenant in Condition 7.1(a) and Clause 15.1(p) of
the Original Bond Trust Deed with equivalent covenants in more
recent bond issues by finance subsidiary issuers in the social
housing sector established for the purpose of raising finance and
on-lending such finance.
It will also allow the Issuer to act as the financing subsidiary
for the wider Aster Group.
The Proposed Amendments and Implementation
The purpose of the Meeting and the Consent Solicitation is to
modify the covenant in Condition 7.1(a) and Clause 15.1(p) of the
Original Bond Trust Deed to permit the Issuer to on-lend finance
for the benefit of the members of the Aster Group (as defined
below), being AGL and any of its present or future, direct or
indirect, subsidiaries, as opposed to the Borrowers (as defined in
the Bond Trust Deed) as currently permitted by the Conditions and
the Bond Trust Deed (the "Proposed Amendments").
If the Extraordinary Resolution is passed and the other
conditions set out in paragraph 7 of the Extraordinary Resolution
are satisfied, the Issuer intends to implement the Proposed
Amendments by the execution and delivery, of the Second
Supplemental Bond Trust Deed (the "Supplemental Bond Trust Deed")
(which will amend the Bond Trust Deed and the Conditions) on or
shortly after the date of the Meeting.
Bondholders are advised to review the draft Second Supplemental
Bond Trust Deed in full before any decision is made with respect to
the Extraordinary Resolution. Such documents are available as
described under "General" below.
CONSENT SOLICITATION
The Issuer has invited Eligible Bondholders to vote in respect
of and, if thought fit, to consent to the approval of the
Extraordinary Resolution at the Meeting, as further described in
the Consent Solicitation Memorandum.
The Consent Solicitation is only being made, and the Consent
Solicitation Memorandum and any other documents or materials
relating to the Consent Solicitation are only for distribution or
to be made available, to Eligible Bondholders.
Eligible Bondholders may obtain, from the date of this Notice, a
copy of the Consent Solicitation Memorandum from the Tabulation
Agent, the contact details for which are set out below. In order to
receive a copy of the Consent Solicitation Memorandum, a Bondholder
will be required to provide confirmation as to his or her status as
an Eligible Bondholder.
Pursuant to the Consent Solicitation, each Eligible Bondholder
from whom a valid Consent Instruction (as defined in the Consent
Solicitation Memorandum) in respect of the Extraordinary Resolution
is received by the Tabulation Agent by the deadline specified in
the Consent Solicitation Memorandum will, subject to the conditions
set out in the Consent Solicitation Memorandum (including the
condition that the Extraordinary Resolution is passed), be eligible
to receive payment of an amount equal to GBP0.20 for each GBP1,000
in principal amount of the Bonds outstanding that are the subject
of such Consent Instruction (the "Work Fee"), all as more fully
described in the Consent Solicitation Memorandum.
INELIGIBLE BONDHOLDER PAYMENT
Ineligible Bondholder Payment
Any Bondholder who is not an Eligible Bondholder, on the basis
that such Bondholder is either (a) a U.S. person and/or located or
resident in the United States and/or (b) a person to whom the
Consent Solicitation cannot otherwise be lawfully made or that may
not lawfully participate in the Consent Solicitation (each an
"Ineligible Bondholder"), may not participate in the Consent
Solicitation or be eligible to receive the Work Fee.
However, any Ineligible Bondholder may be eligible, to the
extent permitted by applicable laws and regulations, to receive an
equivalent amount to the applicable Work Fee (which is an amount
equal to GBP0.20 for each GBP1,000 in principal amount of the Bonds
that are the subject of the relevant Ineligible Bondholder
Confirmation (as defined below)) (the "Ineligible Bondholder
Payment").
To be eligible for the Ineligible Bondholder Payment, an
Ineligible Bondholder must deliver, or arrange to have delivered on
its behalf, a valid Ineligible Bondholder Confirmation that is
received by the Tabulation Agent by 5.00 p.m. (London time) on 6
November 2020 (the "Ineligible Instruction Deadline") and is not
subsequently revoked.
Only Ineligible Bondholders may submit Ineligible Bondholder
Confirmations and be eligible to receive the Ineligible Bondholder
Payment. Eligibility for the Ineligible Bondholder Payment is
subject in each case to the Extraordinary Resolution being passed
at the Meeting (or any adjourned Meeting) and the other conditions
to the Extraordinary Resolution (as set out in paragraph 7 of the
Extraordinary Resolution) being satisfied.
Where payable, Ineligible Bondholder Payments are expected to be
paid by the Issuer to the relevant Ineligible Bondholders by no
later than the fifth business day following the passing of the
Extraordinary Resolution at the Meeting or (if applicable)
adjourned Meeting.
By delivering, or arranging for the delivery on its behalf, of
an Ineligible Bondholder Confirmation by the Ineligible Instruction
Deadline, an Ineligible Bondholder will:
(a) waive its right to attend and vote (or be represented) at
the Meeting (as the consequence of the eligibility condition set
out in paragraph 7(c) of the Extraordinary Resolution is that the
Extraordinary Resolution will only be implemented where it is
passed irrespective of any participation at the Meeting by
Ineligible Bondholders, such that the attendance and voting at the
Meeting by an Ineligible Bondholder will be of no consequence for
such implementation); and
(b) be deemed to agree, acknowledge and represent to the Issuer,
the Solicitation Agent, the Tabulation Agent, the Bond Trustee and
the Principal Paying Agent that:
(i) it is an Ineligible Bondholder;
(ii) it is not a Sanctions Restricted Person (as defined below);
(iii) none of the Issuer, the Solicitation Agent, the Tabulation
Agent, the Bond Trustee and the Principal Paying Agent has given it
any information with respect to the Extraordinary Resolution save
(in the case of the Issuer) as expressly set out in this Notice,
nor has any of them expressed any opinion about the terms of the
Extraordinary Resolution or made any recommendation to it as to
whether it should participate at the Meeting, or whether to vote in
favour of or against (or how to vote in respect of) the
Extraordinary Resolution;
(iv) it has made its own decision based on financial, tax or
legal advice it has deemed necessary to seek and is assuming all
the risks inherent in participating in the Extraordinary
Resolution; and
(v) no information has been provided to it by the Issuer, the
Solicitation Agent, the Tabulation Agent, the Bond Trustee, the
Principal Paying Agent or any of their respective directors,
officers, employees, agents, representatives or affiliates with
regard to the tax consequences for Bondholders arising from the
implementation of the Extraordinary Resolution or the receipt by it
of the Ineligible Bondholder Payment (if applicable), and it
acknowledges that it is solely liable for any taxes and similar or
related payments imposed on it under the laws of any applicable
jurisdiction as a result of its receipt of any Ineligible
Bondholder Payment, and agrees that it will not and does not have
any right of recourse (whether by way of reimbursement, indemnity
or otherwise) against the Issuer, the Solicitation Agent, the
Tabulation Agent, the Bond Trustee or the Principal Paying Agent,
any of their respective directors, officers, employees, agents,
representatives or affiliates, or any other person in respect of
such taxes and payments.
To be eligible to receive the Ineligible Bondholder Payment,
each Bondholder who submits an Ineligible Bondholder Confirmation
must not attend, or seek to attend, the Meeting in person by
conference call or other electronic means or make any other
arrangements to be represented at the Meeting. Ineligible
Bondholders may choose to attend and vote at the Meeting in person
by conference call or other electronic means or to make other
arrangements to be represented or to vote at the Meeting in
accordance with the provisions for meetings of Bondholders set out
in Schedule 3 to the Original Bond Trust Deed and as further
described in this Notice. However, any such Bondholder will not be
eligible to receive the Ineligible Bondholder Payment, irrespective
of whether such Ineligible Bondholder has delivered an Ineligible
Bondholder Confirmation.
For the purposes of this Notice:
(a) "Sanctions Authority" means:
(i) the United Kingdom;
(ii) the United States government;
(iii) the United Nations;
(iv) the European Union (or any of its member states);
(v) any other equivalent governmental or regulatory authority,
institution or agency which administers economic, financial or
trade sanctions; or
(vi) the respective governmental institutions and agencies of
any of the foregoing including, without limitation, the Office of
Foreign Assets Control of the US Department of the Treasury, the
United States Department of State, the United States Department of
Commerce and Her Majesty's Treasury; and
(b) "Sanctions Restricted Person" means each person or entity (a "Person"):
(i) that is, or is directly or indirectly owned or controlled by
a Person that is, described or designated in (A) the most current
"Specially Designated Nationals and Blocked Persons" list (which as
of the date hereof can be found at:
https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (B) the
Foreign Sanctions Evaders List (which as of the date hereof can be
found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf)
or (C) the most current "Consolidated list of persons, groups and
entities subject to EU financial sanctions" (which as of the date
hereof can be found at:
https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions);
or
(ii) that is otherwise the subject of any sanctions administered
or enforced by any Sanctions Authority, other than solely by virtue
of their inclusion in: (I) the most current "Sectoral Sanctions
Identifications" list (which as of the date hereof can be found at:
https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the "SSI
List"), (II) Annexes 3, 4, 5 and 6 of Council Regulation No.
833/2014, as amended by Council Regulation No. 960/2014 (the "EU
Annexes"), or (iii) any other list maintained by a Sanctions
Authority, with similar effect to the SSI List or the EU
Annexes.
Submission of Ineligible Bondholder Confirmations
The Bonds are held by a common safekeeper for Euroclear Bank
SA/NV ("Euroclear") and Clearstream Banking SA ("Clearstream,
Luxembourg"). The submission of Ineligible Bondholder Confirmations
(as defined below) will be deemed to have occurred upon receipt by
the Tabulation Agent from Euroclear or Clearstream, Luxembourg, as
applicable, of a valid confirmation (an "Ineligible Bondholder
Confirmation") submitted in accordance with the requirements of
Euroclear or Clearstream, Luxembourg, as applicable. Each such
Ineligible Bondholder Confirmation must specify, among other
things, the aggregate principal amount of the Bonds to which such
Ineligible Bondholder Confirmation relates and the securities
account number at Euroclear or Clearstream, Luxembourg, as
applicable, in which the relevant Bonds are held. The receipt of
such Ineligible Bondholder Confirmation by Euroclear or
Clearstream, Luxembourg, as applicable, will be acknowledged in
accordance with the standard practices of Euroclear or Clearstream,
Luxembourg, as applicable, and will result in the blocking of the
relevant Bonds in the relevant Ineligible Bondholder's account with
Euroclear or Clearstream, Luxembourg, as applicable, so that no
transfers may be effected in relation to such Bonds until the
earlier of (i) the date on which the relevant Ineligible Bondholder
Confirmation is validly revoked (including their automatic
revocation on the termination of the Consent Solicitation) and (ii)
the conclusion of the Meeting (or, if applicable, any adjourned
Meeting).
Only Direct Participants (as defined under "Voting and Quorum"
below) may submit Ineligible Bondholder Confirmation. Each
beneficial owner of Bonds who is an Ineligible Bondholder and is
not a Direct Participant, must arrange for the Direct Participant
through which such beneficial owner of Bonds who is an Ineligible
Bondholder holds its Bonds to submit an Ineligible Bondholder
Confirmation on its behalf to Euroclear or Clearstream, Luxembourg,
as applicable, before the deadlines specified by the relevant
clearing system.
Ineligible Bondholders are advised to check with any bank,
securities broker or other intermediary through which they hold
their Bonds when such intermediary would need to receive
instructions from a Bondholder in order for such Bondholder to
submit an Ineligible Bondholder Confirmation by the deadline
specified above. The deadlines set by any such intermediary and
each clearing system for the submission and revocation of
Ineligible Bondholder Confirmation will be earlier than the
deadline specified above.
GENERAL
Copies of (a) the Bond Trust Deed; and (b) the current draft of
the Second Supplemental Bond Trust Deed, each as referred to in the
Extraordinary Resolution set out above, are available for
inspection by Bondholders on and from the date of this Notice up to
and including the date of the Meeting, at the specified offices of
each of the Tabulation Agent and the Principal Paying Agent during
normal business hours on any week day (Saturdays, Sundays and
public holidays excepted) up to and including the date of the
Meeting. Any revised version of the Second Supplemental Bond Trust
Deed will be made available as described above and marked to
indicate changes to the draft made available on the date of this
Notice, and will supersede the previous draft of the relevant
document and Bondholders will be deemed to have notice of any such
changes. The Second Supplemental Bond Trust Deed shall also be
available at the Meeting.
The attention of Bondholders is particularly drawn to the
procedures for voting, quorum and other
requirements for the passing of the Extraordinary Resolution at
the Meeting or any meeting held
following any adjournment of the Meeting, which are set out
under "Voting and Quorum" below. Having regard to such
requirements, Bondholders are strongly urged either to attend the
Meeting or to
take steps to be represented at the Meeting (including by way of
submitting Consent Instructions in favour of the Extraordinary
Resolution) as soon as possible.
BOND TRUSTEE AND PRINCIPAL PAYING AGENT
None of the Bond Trustee, the Principal Paying Agent or any of
their respective directors, officers, employees, agents,
representatives or affiliates has been involved in the formulation
of, expresses any opinion on the merits of, or makes any
representation whatsoever regarding, the Extraordinary Resolution
or makes any recommendation as to whether Bondholders should
participate in the Consent Solicitation or otherwise participate at
the Meeting. Nothing in this Notice should be construed as a
recommendation to Bondholders to vote in favour of, or against, the
Extraordinary Resolution, or to participate in the Consent
Solicitation or otherwise participate at the Meeting.
None of the Bond Trustee and the Principal Paying Agent has
reviewed, nor will it be reviewing, any documents relating to the
Consent Solicitation and/or the Extraordinary Resolution, except
(in the case of the Bond Trustee) this Notice and the Second
Supplemental Bond Trust Deed. None of the Bond Trustee, the
Principal Paying Agent or any of their respective directors,
officers, employees, agents, representatives or affiliates has
verified, or assumes any responsibility for the accuracy or
completeness of, any of the information concerning the Consent
Solicitation, the Extraordinary Resolution, the Issuer, the Bonds
or the factual statements contained in, or the effect or
effectiveness of, this Notice or any other documents referred to in
this Notice or assumes any responsibility for any failure by the
Issuer to disclose events that may have occurred and may affect the
significance or accuracy of such information. The Bond Trustee has
however authorised it to be stated that, on the basis of the
information contained in this Notice, it has no objection to the
Extraordinary Resolution, as set out in this Notice, being put to
Bondholders for their consideration.
VOTING AND QUORUM
Bondholders who have submitted and not revoked (in the limited
circumstances in which revocation is permitted) a valid Consent
Instruction or Ineligible Bondholder Confirmation in respect of the
Extraordinary Resolution by 5.00 p.m. (London time) on 10 November
2020 (the "Expiration Deadline"), by which they will (i) (in the
case of Consent Instructions) have given instructions for the
appointment of one or more representatives of the Tabulation Agent
by the Principal Paying Agent as their proxy to vote in the manner
specified or identified in such Consent Instruction at the Meeting
(or any adjourned Meeting) or (ii) (in the case of Ineligible
Bondholder Confirmations) waived such rights, need take no further
action to be represented at the Meeting (or any adjourned
Meeting).
Bondholders who have not submitted or have submitted and
subsequently revoked (in the limited circumstances in which such
revocation is permitted) a Consent Instruction or Ineligible
Bondholder Confirmation should take note of the provisions set out
below detailing how such Bondholders can attend or take steps to be
represented at the Meeting (references to which, for the purpose of
such provisions, include, unless the context otherwise requires,
any adjourned such Meeting).
1. Subject as set out below, the provisions governing the
convening and holding of the Meeting (the Meeting Provisions) are
set out in Schedule 3 to the Original Bond Trust Deed, copies of
which are available from the date of this Notice to the conclusion
of the Meeting (or any adjourned Meeting) as referred to above. For
the purposes of the Meeting, a "Bondholder" means a Direct
Participant.
2. All of the Bonds are represented by a global bond held by a
common safekeeper for Euroclear and Clearstream, Luxembourg. For
the purposes of this Notice, a "Direct Participant" means 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 of the Bonds.
A Direct Participant or beneficial owner of Bonds wishing to
attend the Meeting in person by conference call or other electronic
means must produce at the Meeting a valid voting certificate or
certificates issued by a Paying Agent relating to the Bonds in
respect of which it wishes to vote.
A Direct Participant or beneficial owner of Bonds not wishing to
attend the Meeting in person by conference call or other electronic
means may either deliver its valid voting certificate(s) to the
person whom it wishes to attend on its behalf or the Direct
Participant may (or the beneficial owner of the relevant Bonds may
arrange for the relevant Direct Participant on its behalf to) give
a voting instruction or an instruction to abstain from voting (by
giving an instruction (an "Electronic Instruction") to block its
Bonds and to vote or abstain in respect of the Meeting to Euroclear
or Clearstream, Luxembourg in accordance with the procedures of
Euroclear or Clearstream, Luxembourg, as applicable) requiring a
Paying Agent to include the votes attributable to its Bonds or
intention to abstain in respect of its Bonds in a block voting
instruction issued by the Paying Agent for the Meeting or any
adjourned Meeting, in which case the Paying Agent shall appoint a
proxy to attend and vote or abstain at the Meeting in accordance
with such Direct Participant's instructions.
A Direct Participant must request the relevant clearing system
to block the relevant Bonds in its account and to hold the same to
the order or under the control of the relevant Paying Agent not
later than 48 hours before the time appointed for holding the
Meeting in order to obtain voting certificates or give voting
instructions in respect of such Meeting. In the case of Electronic
Instructions, such blocking instructions are part of the electronic
instructions that must be given and as part of any such electronic
instructions each Bondholder must also confirm whether it is an
Eligible Bondholder or an Ineligible Bondholder for the purposes of
the Consent Solicitation. Bonds so blocked will not be released
until the earlier of:
(a) the conclusion of the Meeting (or, if applicable, any adjourned Meeting); and
(b) in respect of:
(i) voting certificate(s), the surrender to the relevant Paying
Agent of such voting certificate(s) and notification by the
relevant Paying Agent to the relevant clearing system of such
surrender or the compliance in such any other manner with the rules
of the relevant clearing system relating to such surrender; or
(ii) voting instructions, not less than 48 hours before the time
for which the Meeting (or, if applicable, any adjourned Meeting) is
convened, the notification in writing of any revocation of a Direct
Participant's previous instructions to the relevant Paying Agent
and the same then being notified in writing by the relevant Paying
Agent to the Issuer at least 24 hours before the time appointed for
holding the Meeting and such Bonds ceasing in accordance with the
procedures of the relevant clearing system and with the agreement
of the relevant Paying Agent to be held to its order or under its
control.
Bondholders should note that voting instructions (unless validly
revoked) given and voting certificates obtained in respect of the
Meeting shall remain valid for any adjourned Meeting.
3. The quorum required at the Meeting is one or more persons
present and holding or representing in the aggregate more than 50
per cent. of the principal amount of the Bonds for the time being
outstanding. If a quorum is not present within 15 minutes (or such
longer period not exceeding 30 minutes as the chairman of the
Meeting may decide) after the time appointed for the Meeting, the
Meeting will be adjourned for a period of not less than 13 clear
days and not more than 42 clear days, and to such place as may be
appointed by the chairman of the Meeting, and the Extraordinary
Resolution will be considered at such adjourned Meeting (notice of
which will be given to the Bondholders in accordance with the Bond
Trust Deed). The quorum at any adjourned Meeting will be one or
more persons present (whatever the principal amount of the Bonds so
held or represented by them). The holding of any adjourned Meeting
will be subject to the Issuer giving at least 10 clear days' notice
in accordance with the Meeting Provisions that such adjourned
Meeting is to be held.
4. Every question submitted to the Meeting shall be decided in
the first instance by a show of hands.
A poll may (before or on the declaration of the result of the
show of hands) be demanded by the chairman of the Meeting, the
Issuer, the Bond Trustee or any person present and holding or
representing Bonds (whatever the principal amount of the Bonds so
held or represented by them).
Unless a poll is duly demanded as described above, a declaration
by the chairman of the Meeting that a resolution has been carried
or carried by a particular majority or lost or not carried by a
particular majority shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in
favour of or against such resolution.
At the Meeting, (A) on a show of hands every person who is
present in person by conference call or other electronic means and
produces a voting certificate or is a proxy or representative shall
have one vote and (B) on a poll every person who is so present
shall have one vote in respect of each GBP1.00 in principal amount
of the Bonds so represented by the voting certificate or in respect
of which that person is a proxy or representative.
5. To be passed at the Meeting, the Extraordinary Resolution
requires a majority in favour consisting of not less than 75 per
cent. of the votes cast. If passed, the Extraordinary Resolution
shall be binding on all Bondholders (whether or not present or
represented at the Meeting and whether or not voting on the
Extraordinary Resolution).
For the purposes of this Notice:
"24 hours" means a period of 24 hours including all or part of a
day on which banks are open for business in London, Luxembourg and
Brussels (disregarding for this purpose the day on which the
meeting is to be held) and such period shall be extended by one
period or, to the extent necessary, more periods of 24 hours until
there is included all or part of a day on which banks are open for
business in London, Luxembourg and Brussels;
"48 hours" means a period of 48 hours including all or part of
two days on which banks are open for business in London, Luxembourg
and Brussels (disregarding for this purpose the day on which the
meeting is to be held) and such period shall be extended by one
period or, to the extent necessary, more periods of 24 hours until
there is included all or part of two days on which banks are open
for business in London, Luxembourg and Brussels; and
"clear days" means, in respect of any period, that no account
shall be taken of the day on which the period commences or the day
on which the period ends.
Further or Alternative Regulations regarding the Meeting
In light of the ongoing developments in relation to COVID-19, it
is unlikely that it will be possible and/or advisable to hold the
Meeting as a physical meeting. Accordingly, any Bondholders who
have indicated that they wish to attend the Meeting will be
provided with further details about attending the Meeting by
conference call or other electronic means. Bondholders who have
requested that their votes are included in a block voting
instruction will be unaffected by these alternative regulations and
will not be requested to take any further action.
Pursuant to the Bond Trust Deed, the Bond Trustee may (after
consultation with the Issuer where the Bond Trustee considers such
consultation to be practicable but without the consent of the
Issuer or the Bondholders) from time to time prescribe further or
alternative regulations regarding the holding of the Meeting and
attendance and voting thereat as the Bond Trustee may in its sole
discretion reasonably think fit.
This Notice is given by Aster Treasury plc.
Bondholders should contact the following for further information:
The Solicitation Agent
City & Continental Ltd
Cheyne House
Crown Court
62-63 Cheapside
London EC2V 6AX
United Kingdom
Telephone: +44 20 3039 3445
Attention: Henrietta Podd
Email: henrietta.podd@alliacc.com
The Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Owen Morris
Email: aster@lucid-is.com
The Principal Paying Agent
The Bank of New York Mellon, London Branch
One Canada Square
Canary Wharf
London, E14 5AL
United Kingdom
Dated: 22 October 2020
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END
NOGFLLFLBBLXFBV
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October 22, 2020 07:45 ET (11:45 GMT)
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