TIDMBM19
RNS Number : 5290D
Honours PLC
26 June 2019
26 June 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 AMENDED). 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
NOTICE IS HEREBY GIVEN to the Noteholders that:
1) as previously notified to Noteholders in the notice dated 11 June 2019:
a) on 10 June 2019, the meetings of each class of Noteholders
were held at the offices of Freshfields Bruckhaus Deringer LLP at
65 Fleet Street, London EC4Y 1HS 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);
b) at such meetings of each Class of Noteholders, the holders of
the Class A1 Notes, the Class A2 Notes, the Class C Notes and the
Class E Notes approved and passed the Extraordinary
Resolutions;
c) with respect to the meetings of the holders of the Class B
Notes and the Class D Notes, the requisite quorum was not present
and accordingly the meetings of the Class B Notes and the Class D
Notes were adjourned by the Chairman of the meetings for a period
of not fewer than 14 days and not more than 42 days in accordance
with the terms of the Note Trust Deed and rescheduled to be held at
the offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet
Street, London EC4Y 1HS on 25 June 2019.
2) on 25 June 2019, the adjourned meetings of the holders of the
Class B Notes and the Class D Notes were held at the offices of
Freshfields Bruckhaus Deringer LLP at 65 Fleet Street, London EC4Y
1HS and the holders of the Class B Notes and the Class D Notes
approved and passed the Extraordinary Resolutions;
3) the Class B Notes and the Class D Notes of the Class B
Noteholders and Class D Noteholders who cast votes in respect of
the Extraordinary Resolutions in accordance with the terms of a
block voting instruction and which were blocked are now
unblocked;
4) the Extraordinary Resolutions have now been approved and
passed by all of the Classes of the Notes and the Issuer can now
implement the Proposals; and
5) the following documents have been executed following and
pursuant to the passing of the Extraordinary Resolutions by all of
the Classes of Notes:
a) a settlement account agreement dated on or around 26 June
2019, between, amongst others, the Issuer, the Note Trustee and the
Cash Manager (the Settlement Account Agreement);
b) a supplemental agreement to the Administration Agreement
dated on or around 26 June 2019, between, amongst others, the
Issuer and the Administrator (the Supplemental Agreement); and
c) a deed of amendment in relation to the definition of
Available Revenue Funds under the Transaction Documents, dated on
or around 26 June 2019, between, amongst others, the Issuer, the
Note Trustee the GIC Provider, the Cash Manager and the Irish
Paying Agent (the Deed of Amendment).
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.
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
ISEFFMTTMBTTBBL
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June 26, 2019 08:24 ET (12:24 GMT)
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