Aster Treasury PLC Announcement of Consent Solicitation (9501C)

TIDM42RJ

RNS Number : 9501C

Aster Treasury PLC

22 October 2020

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS 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 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")). 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 DOCUMENT (SEE "CONSENT SOLICITATION AND DISTRIBUTION RESTRICTIONS" BELOW).

ASTER TREASURY PLC

(incorporated in England with limited liability under the Companies Act 2006, registered number 8749672)

announces a consent solicitation in respect of the outstanding

GBP450,000,000 4.50 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")

22 October 2020. Aster Treasury plc (the "Issuer") announces today an invitation (such invitation the "Consent Solicitation") to Eligible Bondholders (as defined below) to consent to the modification of (a) the terms and conditions of the Bonds (the "Conditions") (as set out in Part 2 of Schedule 2 to each of (i) the Bond Trust Deed dated 18 December 2013 (the "Original Bond Trust Deed") between the Issuer, the Guarantor and Prudential Trustee Company Limited (the "Bond Trustee") and (ii) the 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 the Bond Trustee and (b) the Bond Trust Deed, as further described in "Proposed Amendments" below.

This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the Consent Solicitation Memorandum dated 22 October 2020 (the "Consent Solicitation Memorandum") prepared by the Issuer and this announcement should be read in conjunction with the Consent Solicitation Memorandum. Subject to the restrictions described under "Consent Solicitation and Distribution Restrictions" below, Eligible Bondholders may obtain 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 holder of the Bonds will be required to provide confirmation as to his or her status as an Eligible Bondholder. Eligible Bondholders are advised to read carefully the Consent Solicitation Memorandum.

Capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.

Details of the Bonds

 
                       ISIN / Common   Outstanding Principal          Work Fee 
                            Code               Amount 
   GBP450,000,000      XS1004109150       GBP450,000,000          GBP0.20 for each 
    4.50 per cent.      / 100410915                             GBP1,000 in principal 
  Guaranteed Secured                                                amount of the 
    Bonds due 2043                                                Bonds the subject 
                                                                   of the relevant 
                                                                 Consent Instruction 
 

Background to 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.

Proposed Amendments

The Issuer is convening a meeting (the "Meeting") of the holders of the Bonds (the "Bondholders") for the approval by the Eligible Bondholders, by an extraordinary resolution (the "Extraordinary Resolution"), of the Proposed Amendments, as further set out in the notice convening the Meeting published by the Issuer on the date of this announcement (the "Notice").

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").

Further information in relation to the Consent Solicitation, including in respect of the Proposed Amendments and the manner in which the Proposed Amendments will be implemented, is set out in the Consent Solicitation Memorandum.

Eligible Bondholders

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 each Bondholder who is (a) located and resident outside the United States and 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 (each an "Eligible Bondholder").

Meeting

At the Meeting, Bondholders will be invited to consider and, if thought fit, pass the Extraordinary Resolution to approve the implementation of the Proposed Amendments, as more fully described in the Consent Solicitation Memorandum and the Notice.

The implementation of the Consent Solicitation and the Extraordinary Resolution will be conditional on:

   (a)           the passing of the 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 Bondholders who are not Eligible Bondholders (all such persons, "Ineligible Bondholders"), as further described in the Consent Solicitation Memorandum,

(together, the "Consent Conditions").

Work Fee and Work Fee Deadline

Pursuant to the Consent Solicitation, each Eligible Bondholder from whom a valid Consent Instruction (whether in favour of or against the Extraordinary Resolution) is received by the Tabulation Agent by 5.00 p.m. (London time) on 6 November 2020 (such time and date, as the same may be extended, the "Work Fee Deadline") will be eligible to receive payment of an amount equal to GBP0.20 for each GBP1,000 in principal amount of the Bonds that are the subject of such Consent Instruction (the "Work Fee"), subject to the passing of the Extraordinary Resolution, the satisfaction of the other Consent Conditions, and as otherwise set out in the Consent Solicitation Memorandum.

Only Eligible Bondholders may, subject to the conditions described in the Consent Solicitation Memorandum, be entitled to receive the Work Fee.

To be eligible to receive the Work Fee, an Eligible Bondholder who submits a Consent Instruction 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 (other than by way of its Consent Instruction). 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 described in the Notice without submitting a Consent Instruction. However, any such Bondholder will not be eligible to receive the Work Fee in respect of such Bonds, irrespective of whether such Bondholder has also delivered a Consent Instruction or such other arrangements are made by the Work Fee Deadline.

Where payable, the Work Fee will be paid to the Eligible Bondholder, or (if applicable) the Direct Participant acting on behalf of the relevant Eligible Bondholder, who was the holder of the relevant Bonds on the date on which the Extraordinary Resolution was passed. In the event that any such Eligible Bondholder sells or transfers its Bonds between the date on which the Extraordinary Resolution was passed and the payment of the Work Fee, the entitlement to the Work Fee will not be transferred with the relevant Bonds.

Ineligible Bondholders

An 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 a valid Ineligible Bondholder Confirmation (as defined in the Notice) that is received by the Tabulation Agent by 5.00 p.m. (London time) on 6 November 2020 and is not subsequently revoked), 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 being satisfied, all as more fully described in the Notice.

Amendments to, or extension or termination of, the Consent Solicitation

The Issuer reserves the right, in its sole discretion, to amend or modify the terms of the Consent Solicitation or extend or terminate the Consent Solicitation as described in the Consent Solicitation Memorandum. The Issuer will notify the Bondholders of any such event as described in the Consent Solicitation Memorandum.

Timetable

The indicative timetable is summarised below:

 
 Event                                      Indicative Timetable 
 Announcement of Consent Solicitation       22 October 2020 
  and publication of Notice convening 
  the Meeting 
 Work Fee Deadline                          5.00 p.m. (London time) 
                                             on 6 November 2020 
 Expiration Deadline                        5.00 p.m. (London time) 
                                             on 10 November 2020 
 Meeting to be held by conference           11.00 a.m. (London time) 
  call or other electronic means             on 13 November 2020 
 Announcement of results of Meeting         As soon as reasonably practicable 
  and satisfaction of Consent Conditions     after the Meeting 
 Execution and delivery of the              As soon as reasonably practicable 
  Second Supplemental Bond Trust             after the Meeting 
  Deed to effect the Proposed Amendments, 
  and implementation of the Extraordinary 
  Resolution 
 Payment Date for Work Fee and              No later than the fifth 
  Ineligible Bondholder Payment              Business Day following the 
                                             Meeting at which the Extraordinary 
                                             Resolution is passed and 
                                             the Eligibility Condition 
                                             is satisfied 
 

* 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.

The above dates and times are subject to the right of the Issuer to extend, waive any condition (other than the Consent Conditions) of, amend and/or terminate the Consent Solicitation (other than the terms of the Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of the Extraordinary Resolution (and satisfaction of the Eligibility Condition) at the initial Meeting. Accordingly, the actual timetable may differ significantly from the timetable above.

Bondholders are advised to check with any bank, custodian, 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 participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the Consent Solicitation and/or the Meeting before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Consent Instructions will be earlier than the relevant deadlines above.

Further details on the Consent Solicitation can be obtained from:

The Solicitation Agent

City & Continental Ltd

Cheyne House

Crown Court

62-63 Cheapside

London EC2V 6AX

Telephone: [phone]

Attention: Henrietta Podd

Email: [e-mail]

Instructions should be directed to:

The Tabulation Agent

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: [phone]

Attention: David Shilson / Owen Morris

Email: [e-mail]

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 the Consent Solicitation or makes any recommendation as to whether Bondholders should participate in the Consent Solicitation or otherwise participate at the Meeting. Neither the Bond Trustee nor the Principal Paying Agent has reviewed this announcement.

This announcement is released by Aster Treasury plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Consent Solicitation and the Proposed Amendments described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Paul Morgan, Director of Treasury.

DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation or the Meeting. 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, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at the Meeting. None of the Issuer, the Solicitation Agent, the Tabulation Agent, the Bond Trustee or the Principal Paying Agent expresses any opinion about the terms of the Consent Solicitation or the Extraordinary Resolution or makes any recommendation as to whether Bondholders should participate in the Consent Solicitation or otherwise participate at the Meeting.

CONSENT SOLICITATION AND DISTRIBUTION RESTRICTIONS

United States

The Consent Solicitation is only being made outside the United States, to persons other than "U.S. persons" (as defined in Regulation S under the Securities Act). Any purported participation in the Consent Solicitation resulting directly or indirectly from a violation of these restrictions will be invalid and any participation in the Consent Solicitation by a person that is located or resident in the United States or that is a U.S. person or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a beneficial owner that is giving instructions from within the United States or that is any U.S. person will not be accepted.

Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Bonds have not been, and will not be, registered under the Securities Act, or the securities 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.

Each Bondholder participating in the Consent Solicitation will represent that it is not a U.S. person (as defined in Regulation S under the Securities Act), and is not acting for the account or benefit of any U.S. person, and that it is not located or resident in the United States.

For the purpose of this announcement and the Consent Solicitation Memorandum, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

General

Nothing in this announcement or the Consent Solicitation Memorandum 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 Bondholder in any circumstances in which such participation is unlawful will not be accepted.

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.

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October 22, 2020 07:39 ET (11:39 GMT)