TIDMWAS1
RNS Number : 6897D
Wasps Finance PLC
30 October 2020
UPDATE ON WASPS FINANCE PLC'S CONSENT SOLICITATION IN RESPECT OF
ITS
GBP35,000,000 6.50 PER CENT. SECURED BONDS DUE 13 MAY 2022
(ISIN: XS1221940510, COMMON CODE: 122194051)
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERM IS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 AS AMED) OR IN
OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THE CONSENT SOLICITATION MEMORANDUM (AS DEFINED
BELOW).
30 October 2020
On 6 October 2020, Wasps Finance PLC (the "Issuer") announced
that it, together with Wasps Holdings Limited and Arena Coventry
Limited (together, the "Guarantors"), was inviting holders
("Bondholders") of its outstanding GBP35,000,000 6.50 per cent.
Secured Bonds due 13 May 2022 (the "Bonds") (ISIN: XS1221940510,
Common Code: 122194051), unconditionally and irrevocably guaranteed
by the Guarantors, to authorise modifications to certain terms and
conditions of the Bonds (the "Conditions") and provisions of the
trust deed dated 13 May 2015 (as supplemented on 19 January 2018),
as amended or supplemented from time to time (the "Trust Deed")
between the Issuer, the Guarantors, Arena Coventry (2006) Limited
("ACL2006") and U.S. Bank Trustees Limited (the "Trustee")
constituting the Bonds, by an Extraordinary Resolution pursuant to
and in accordance with the Conditions and the Trust Deed (the
"Consent Solicitation"), as further detailed in a consent
solicitation memorandum dated 6 October 2020 (the "Consent
Solicitation Memorandum").
The Proposals (as defined below) were to be considered at an
initial meeting of Bondholders held via a video conference as
initiated by the Issuer's counsel, Ashurst LLP, via GoToMeeting on
29 October 2020 (the "Initial Meeting"). The Initial Meeting was
adjourned through lack of quorum and an adjourned meeting of
Bondholders will be held at 10 a.m. (London time) on 12 November
2020 (the "Adjourned Meeting"), as further described under the
heading "Adjourned Meeting of Bondholders" below.
Any Consent Instructions received by the Tabulation Agent before
the voting deadline for the Initial Meeting (and which has not been
validly revoked) will remain valid for the purposes of the
Adjourned Meeting.
In connection with the Consent Solicitation, Stephen Vaughan,
Chief Executive Officer of Wasps Holdings Limited, commented:
"We would like to thank the Bondholders who did vote in favour
of the Proposals at the Initial Meeting, which would have been
sufficient to approve the Proposals had the quorum requirement been
met. As is often the case with retail bonds, given the broad
investor base and the quorum requirement for this Initial Meeting,
not enough Bondholders have voted on the Proposals ahead of the
voting deadline for the Initial Meeting. In common with other
processes of this nature, the Proposals will now be voted on at the
Adjourned Meeting, for which there is no minimum quorum
requirement, and we are confident of the Proposals being approved
by the Bondholders at the Adjourned Meeting.
We firmly believe that the Proposals are in the best interests
of all of our stakeholders. They include important amendments that
reflect the impact of coronavirus on our business and give us the
flexibility, if required, to strengthen our balance sheet through
additional liquidity, while maintaining bondholders' security. The
Wasps Group is committed to meeting all of its obligations under
the Bonds and we welcome the continued support from our Bondholders
throughout this time."
The announcement made on 6 October 2020 can be viewed at:
https://www.londonstockexchange.com/news-article/WAS1/launch-of-consent-solicitation/14709706.
THE PROPOSALS
The Issuer and the Guarantors are making the Consent
Solicitation for the following reasons:
-- to amend the financial covenants under the Bonds to take into
account the significant impact of COVID-19 on the Wasps Group and
the on-going financial impact of operating in a COVID-19
environment;
-- to enable the Wasps Group to access additional liquidity that
is required to allow it to continue to trade as a going concern
while the Government's public health restrictions to control
COVID-19 remain in place;
-- to enable the Wasps Group to improve its financial strength
through the acceleration and implementation of its development plan
for the Ricoh Arena and surrounding land and facilities; and
-- to facilitate the Wasps Group's plans to refinance the Bonds
on or by their scheduled maturity date in May 2022,
as further detailed in the Consent Solicitation Memorandum.
The Wasps Group fully intends to continue to meet its
obligations under the Bonds to pay interest as it falls due,
including the interest due on 13 November 2020, and to refinance
the Bonds on or by their scheduled maturity.
The proposals that the Issuer and the Guarantors are inviting
Bondholders to approve are as follows (together, the
"Proposals"):
(a) to amend:
(i) Condition (4)(d) (Interest Service Reserve Account and Approved Investments) to:
(A) allow the Issuer to withdraw monies from the Interest
Service Reserve Account on any Interest Payment Date falling on or
after 13 November 2020 if the amount standing to the credit of the
Interest Service Reserve Account exceeds the Required Account
Balance and to amend the definition of the Required Account Balance
such that it will be zero on or after 13 November 2020;
(B) remove the additional requirement for the Consolidated
EBITDA to Consolidated Finance Costs as at and for the 12 month
period ending the most recent Reporting Date to be at least 1.4 :
1.0 for the Issuer to be able to withdraw such amounts; and
(C) remove the reference to the account being closed at the
option of the Issuer once the Release Conditions have been met;
(ii) Condition 4(e) (Financial Covenants) so that:
(A) the Asset Cover Ratio requirement set out in Condition
4(e)(i) shall be split into two parts to ensure that the Security
available to Bondholders in respect of the Bonds is not
diluted:
(1) a "Secured Asset Cover Ratio" of at least of 1.4 : 1.0 only
in respect of Consolidated Secured Senior Debt of the Wasps Group.
A definition of "Consolidated Secured Senior Debt" shall be added
which includes all secured Financial Indebtedness of the Wasps
Group other than any future COVID Funding and any Non-Recourse Debt
(each as further described below); and
(2) a "Total Asset Cover Ratio" of at least 1.1 : 1.0 in respect
of the Consolidated Total Senior Debt of the Wasps Group. A
definition of "Consolidated Total Senior Debt" shall be added which
includes all secured and unsecured Financial Indebtedness of the
Wasps Group other than any Non-Recourse Debt;
(B) the requirement for each Guarantor and ACL2006 to maintain a
minimum ratio Consolidated EBITDA to Consolidated Finance Costs in
respect of any Reporting Date falling on or after 30 June 2020 is
removed and shall no longer apply; and
(C) the Consolidated Senior Debt limit set out in Condition
4(e)(iii) shall be split into two separate limits:
(1) a "Consolidated Secured Senior Debt" limit of GBP36.5
million only in respect of Consolidated Secured Senior Debt of the
Wasps Group, which includes all secured Financial Indebtedness of
the Wasps Group other than any future COVID Funding and any
Non-Recourse Debt; and
(2) a "Consolidated Total Senior Debt" level of GBP50 million in
respect of Consolidated Total Senior Debt of the Wasps Group, which
includes all secured and unsecured Financial Indebtedness of the
Wasps Group other than Non-Recourse Debt;
(iii) Condition 6(c) (Redemption at the option of the Issuer) to
allow the Issuer to redeem the Bonds at a redemption price of 100%
of their principal amount in respect of any redemption at the
option of the Issuer occurring at any time after the Interest
Period beginning on 13 November 2020 until the scheduled final
maturity date;
(iv) Condition 19 to amend the definition of "Permitted
Collateral Security Interest" to permit Wasps Holdings to grant
Quasi Security upon any distributions or other amounts payable to
Wasps Holdings under the PRL Licensing Agreement and/or the PRL
Shareholders' Agreement as part of any COVID Funding made available
to the Wasps Group by Premier Rugby Limited or the Government;
(v) Condition 19 to include a definition of "Non-Recourse Debt"
to permit a special purpose company that is a Subsidiary of the
Issuer, each Guarantor or ACL2006 to incur non-recourse debt for
the purposes of any project or development of assets owned by such
Subsidiary and provided that recourse of such debt is limited to
such Subsidiary and its assets (subject to certain limited,
customary exceptions); and
(vi) Condition 19 such that, on and from the date on which the
Amended and Restated Trust Deed is duly executed:
(A) "Account Bank", "IECE Shares", "Permitted Collateral
Security Interest" (as outlined above), "Required Account Balance",
and "Shareholder Loan" are amended in the form outlined in Annex 2
to this Consent Solicitation Memorandum to align with the
amendments outlined above;
(B) the definitions of "Asset Cover Ratio", "Consolidated
EBITDA", "Consolidated Finance Costs" and "Consolidated Senior
Debt" are deleted in their entirety to align with the amendments
outlined above;
(C) new definitions, being, "Consolidated Secured Senior Debt",
"Consolidated Total Senior Debt", "COVID Funding", "Non-Recourse
Debt" (as outlined above), "PRL Licensing Agreement", "PRL
Shareholders' Agreement", "Secured Asset Cover Ratio" and "Total
Asset Cover Ratio" are added to Condition 19 to implement the
amendments outlined above; and
(b) all consequential amendments to the Transaction Documents
that are necessary or desirable in the opinion of the Issuer to
implement the modifications described in paragraphs (a)(i) to (vi)
above.
The Consent Solicitation is made on the terms and subject to the
conditions contained in the Consent Solicitation Memorandum. This
announcement must be read in conjunction with the Consent
Solicitation Memorandum, which contains important information which
should be read carefully before any decision is made with respect
to the Consent Solicitation.
An indicative timetable for the Adjourned Meeting in respect of
the Consent Solicitation is set out below.
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Consent
Solicitation Memorandum.
ADJOURNED MEETING OF BONDHOLDERS
An initial meeting of Bondholders convened by the Issuer on 29
October 2020 was adjourned through lack of quorum and an adjourned
meeting of Bondholders (the "Adjourned Meeting") will be held via a
video conference as initiated by the Issuer's counsel, Ashurst LLP,
via GoToMeeting at 10.00 a.m. (London time) on 12 November 2020.
Notice (the "Notice") of the Adjourned Meeting has been published
in accordance with the Trust Deed.
At the Adjourned Meeting, Bondholders will be asked to consider
and, if thought fit, pass an extraordinary resolution as set out in
the Notice (the "Extraordinary Resolution"), which will provide,
among other things, for the Trustee to be authorised and requested
to concur in and execute the Amended and Restated Trust Deed, which
will implement the Proposals and effect the modifications to the
Conditions and provisions of the Trust Deed outlined in the Consent
Solicitation Memorandum.
If the Extraordinary Resolution is passed, the proposed
modifications to the Conditions and provisions of the Trust Deed
will be binding on all Bondholders, including those Bondholders who
do not vote in respect of, or vote against, the Proposals.
INDICATIVE TIMETABLE FOR THE CONSENT SOLICITATION
Event Date and Time
-------------------------------------------- --------------------------------
Announcement of the Consent Solicitation 6 October 2020
and the Proposals
Notice of Adjourned Meeting published 29 October 2020
Voting Deadline 10:00 a.m. (London time)
Deadline for Bondholders to deliver on 10 November 2020
or procure delivery on their behalf
to the Tabulation Agent of a Consent
Instruction in favour of the Extraordinary
Resolution. This will also be the
latest time for Bondholders to deliver
or procure delivery on their behalf
to the Tabulation Agent of a valid
instruction revoking previously
submitted Consent Instructions.
Deadline for appointing a proxy 10:00 a.m. (London time)
in respect of the Bonds on 10 November 2020
The latest time for appointing a
proxy (other than the Tabulation
Agent) to attend and vote at the
Adjourned Meeting in person.
Adjourned Meeting 10:00 a.m. (London time)
Time and date of the Adjourned Meeting. on 12 November 2020 via
a video conference as
initiated by the Issuer's
counsel, Ashurst LLP,
expected to be via GoToMeeting
Announcement and publication of As soon as reasonably
results of Adjourned Meeting practicable after the
Announcement of the results of the Adjourned Meeting has
Adjourned Meeting. concluded and, in any
event, within 14 days
of the Adjourned Meeting.
The above times and deadlines are subject to the right of the
Issuer and the Guarantors to extend, amend (other than the terms of
the Extraordinary Resolution), waive any condition of or terminate
the Consent Solicitation at any time (subject to applicable law and
as provided in the Consent Solicitation Memorandum). Bondholders
are advised to check with any broker, dealer, commercial bank,
custodian, trust company or other nominee through which they hold
Bonds whether such broker, dealer, commercial bank, custodian,
trust company or other nominee would require receiving any notice
or instructions prior to the deadlines set out above.
Investors who hold interests in the Bonds indirectly through
CDIs in CREST must instruct the CREST participant who is recorded
directly in the records of CREST as the holder of the CDIs (the
"CREST Account Holder") to submit a Voting Instruction on their
behalf via the proxy voting services provided by Broadridge
Financial Services. Any investor or CREST Account Holder who does
not have access to, or is unable to submit a Voting Instruction
via, such proxy voting services in advance of the Voting Deadline
for the Adjourned Meeting should contact the Tabulation Agent to
discuss alternative voting arrangements.
GENERAL
Details of how to participate in the Consent Solicitation are
set out in the Consent Solicitation Memorandum. Bondholders may
obtain a copy of the Consent Solicitation Memorandum by contacting
the Tabulation Agent, the contact details of which are set out
immediately below.
Notices throughout the Consent Solicitation will be published in
accordance with the Trust Deed and all applicable rules and
regulations as follows:
(a) a notice in Euroclear Bank SA/NV and Clearstream Banking,
S.A. for communication to Direct Participants; and/or
(b) an announcement released on the London Stock Exchange plc's regulatory news service,
and by any other means as the Issuer may, in its absolute
discretion, consider appropriate.
CONTACT INFORMATION
Requests for further information in relation to the Consent
Solicitation should be directed to the Wasps Group:
Wasps Holdings Limited
Ricoh Arena
Judds Lane
Longford
Coventry CV6 6AQ
England
c/o Aldwick Advisory Services Limited:
E-mail: ian.dixon@aldwickadvisory.co.uk
Telephone: +44 (0)7720 086993
Attention: Ian Dixon
Requests for copies of the Consent Solicitation Memorandum and
information in relation to the procedures for submission of a
Consent Instruction should be directed to the Tabulation Agent:
Lucid Issuer Services Limited
Tankerton Works
12, Argyle Walk
London WC1H 8HA
E-mail: wasps@lucid-is.com
Telephone: +44 (0)20 7704 0880
Attention: David Shilson / Owen Morris
Media enquiries should be directed to Wasps Holdings' PR
advisers:
Tulchan Group
2nd Floor
85 Fleet Street
London EC4Y 1AE
Email: wasps@tulchangroup.com
Telephone: +44 (0)20 7353 4200
Attention: Elizabeth Snow
DISCLAIMER AND CONSENT SOLICITATION RESTRICTIONS
The Consent Solicitation Memorandum contains important
information which should be read carefully before any decision is
made in respect of the Proposals, as defined and more fully
described herein.
If you are in any doubt as to the action you should take, you
are recommended to seek your own financial advice, including in
respect of any tax consequences, immediately from your stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser authorised under the Financial Services and Markets Act
2000 as amended (if you are in the United Kingdom) or from another
appropriately authorised independent financial adviser (if you are
not).
Investors who wish to vote and whose Bonds (or interests in
Bonds) are held in the name of a broker, dealer, commercial bank,
custodian, trust company or other nominee institution (including
through CDIs in CREST) must contact such nominee promptly and
instruct or make arrangements with such nominee to vote in
accordance with the customary procedures of the Clearing Systems on
behalf of the Bondholders. The deadlines set by any such nominee
and each Clearing System for the submission of a Consent
Instruction in connection with the Extraordinary Resolution may be
earlier than the relevant deadlines specified above and in the
Consent Solicitation Memorandum.
Before making a decision with respect to the Consent
Solicitation, Bondholders should carefully consider all of the
information in the Consent Solicitation Memorandum and, in
particular, the risk factors described therein.
No person is authorised in connection with the Consent
Solicitation to give any information or to make any representation
not contained in the Consent Solicitation Memorandum and any
information or representation not contained in the Consent
Solicitation Memorandum must not be relied upon as having been
authorised by the Issuer, the Guarantors, the Trustee, Elavon
Financial Service DAC, UK Branch (the "Principal Paying Agent") or
the Tabulation Agent. The Principal Paying Agent and the Tabulation
Agent are agents of the Issuer and the Guarantors and owe no duty
to any holder of the Bonds. The Consent Solicitation Memorandum is
only issued to and directed at Bondholders for the purposes of
considering the Extraordinary Resolution. No other person may rely
upon its contents, and it should not be relied upon by Bondholders
for any other purpose. None of the Issuer, the Guarantors, the
Trustee, the Principal Paying Agent or the Tabulation Agent, or any
of their respective directors or employees, makes any
recommendation as to whether Bondholders should approve the
Proposals described in the Consent Solicitation Memorandum.
The distribution of the Consent Solicitation Memorandum in
certain jurisdictions may be restricted by law. Persons into whose
possession the Consent Solicitation Memorandum comes must inform
themselves about and observe any such restrictions.
United States
The Consent Solicitation is not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia). The matters contemplated by the Consent Solicitation do
not constitute or form a part of any offer or solicitation to
purchase or subscribe for any securities in the United States. Any
such securities have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the
"Securities Act"). Any such securities may not be offered or sold
in the United States or to, or for the account or benefit of, U.S.
persons (as such term is defined in Regulation S under the
Securities Act), except pursuant to an exemption from the
registration requirements of the Securities Act. No public offering
of securities will be made in the United States or in any other
jurisdiction where such an offering is restricted or
prohibited.
United Kingdom
The Consent Solicitation may only be communicated to persons in
the United Kingdom in circumstances where section 21(1) of the
Financial Services and Markets Act 2000 does not apply.
Accordingly, the Consent Solicitation Memorandum is only for
circulation to persons inside the United Kingdom who fall within
one of the following categories:
(a) a person who is a holder of any Bonds; or
(b) any other person also falling within Article 43(2) or within
Article 49(2)(a) to (d) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order") or falling
within the definition of "investment professionals" (as defined in
Article 19(5) of the Order).
The Consent Solicitation Memorandum is only available in the
United Kingdom to such persons, and the transactions contemplated
herein will be available only to, and may be engaged in only with,
such persons.
General
In addition to the representation referred to above in respect
of the United States, each holder of Bonds participating in the
Consent Solicitation will also be deemed to give certain other
representations as set out in the Consent Solicitation Memorandum.
Any Consent Instruction from a Bondholder that is unable to make
these representations will not be accepted. Each of the Issuer, the
Guarantors, the Trustee, the Principal Paying Agent and the
Tabulation Agent reserves the right, in each of its absolute
discretion, to investigate whether any such representation given by
a Bondholder is correct and, if such investigation is undertaken
and, as a result, the Issuer and the Guarantors determine (for any
reason) that such representation is not correct, such Consent
Instruction may not be accepted.
This announcement is given by: Wasps Finance PLC
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END
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