InspirED Education (S.Lanaks) PLC Change of Guarantor (3559W)

TIDM57AJ

RNS Number : 3559W

InspirED Education (S.Lanaks) PLC

21 December 2021

20 December 2021

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW ("UK MAR") BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

INSPIRED EDUCATION (SOUTH LANARKSHIRE) PLC

(the Issuer)

Incorporated in England and Wales with limited liability under the laws of England and Wales

with registered number 5502166

GBP183,623,360 (originally GBP352,250,000) 2.0854 per cent. Guaranteed Secured Index-Linked Bonds Due 2038 (XS0257433853) of the Issuer presently outstanding (the Bonds).

Capitalised terms used but not otherwise defined in this Notice shall have the meaning given to them in the master definitions agreement dated 22 June 2006 between (among others) Prudential Trustee Company Limited (the Bond Trustee) and the Issuer.

Background

Under the bond guarantee dated 28 June 2006, Syncora Guarantee Inc. (SGI) guarantees to the Bond Trustee the full and complete payment by the Issuer in respect of amounts of scheduled payments owing by the Issuer and outstanding pursuant to the Bonds as constituted by the Bond Trust Deed (the Existing Guarantee). The Issuer today announces an invitation to holders of the Bonds (the Bondholders) to consent to a proposal that the Existing Guarantee is terminated and replaced by guarantees provided by Assured Guaranty Municipal Corp. (AGM) and Assured Guaranty UK Limited (AGUK) as co-financial guarantor (the Termination and Replacement) by approving an extraordinary resolution (the Extraordinary Resolution).

The Termination and Replacement will be implemented by:

(a) the execution of a deed of amendment and termination between the Issuer, SGI, AGUK, AGM, Inspired Education (South Lanarkshire) Holdings Limited, the Bond Trustee and the Security Trustee to effect the termination of the Bond Guarantee, amend and restate the Guarantee and Reimbursement Agreement and amend certain terms of the Master Definitions Agreement; and

(b) the execution of replacement financial guarantees between the Bond Trustee and each of AGUK and AGM,

(the Amendment Documents).

Meetings

The notice convening the Meeting of Bondholders (the "Notice of Meeting") to be held via teleconference on 13 January 2022 has been given to Bondholders in accordance with the conditions of the Bonds. The Meeting will commence at 9:30 a.m. (London time).

Bondholders may choose to attend (via teleconference) the relevant Meeting or make other arrangements to be represented at the relevant Meeting in accordance with the provisions for meetings of Bondholders set out in the Trust Deed, and as described in the Notice of Meeting.

In light of the ongoing developments in relation to the Covid-19 pandemic, the Issuer believes it to be inadvisable to hold the relevant Meeting at a physical location. Accordingly, in accordance with the provisions of the Trust Deed it has been agreed that further regulations regarding the holding of the relevant Meeting will be prescribed providing that the Meeting (and any relevant adjourned Meeting or Meetings) will be held via teleconference, but such Bondholders or their representatives will not be permitted to speak or vote at any such Meeting. In such circumstances, those Bondholders who have indicated that they wish to attend the relevant Meeting will be provided with further details about attending the relevant Meeting (and any adjourned Meeting via teleconference. The Meeting will not be convened at a physical location.

Bondholders should refer to the Notice of Meetings for full details of the procedures in relation to the Meetings.

Timetable

The times and dates below are indicative only. Accordingly, the actual timetable may differ significantly from the expected timetable set out below.

All references to times are to London time unless otherwise stated, and any announcements or notifications to be made to Bondholders arising out of or in connection with the Termination and Replacement will be made as soon as is reasonably practicable after the event giving rise to the announcement or notification by the Issuer in accordance with the provisions of the Bond Trust Deed and the Bonds.

All notices to Bondholders will be given by delivery through the Clearing Systems.

Event

 
  Announcement of Meeting 
                                                   Monday 20 December 
                                                    2021 
  Notice of Meeting delivered to the Clearing 
   Systems for communication to Bondholders 
  The documents referred to under "General" 
   in the Notice of Meetings are made available 
   from the Tabulation Agent. 
  Expiration Deadline 
  Final deadline for receipt by the Tabulation     4:30 p.m. (London 
   Agent of valid block voting instruction          time) on Monday 10 
   from Bondholders for such Bondholders            January 2022 (unless 
   to be represented at the relevant Meeting.       extended or amended) 
 
  Meetings 
  Meeting to be held via teleconference            9:30 a.m. (London 
                                                    time) on Thursday 
                                                    13 January 2022 
  Announcement of Results of Meetings 
  Announcement of the results of the Meetings.     Friday 14 January 
                                                    2022 (as soon as reasonably 
                                                    practicable after 
                                                    the Meeting) 
  Execution of Amendment Documentation             On the amendment date 
   if the Extraordinary Resolution is passed        - 
                                                    currently expected 
                                                    to occur 
                                                    within five Business 
                                                    Days of 
                                                    the passing of the 
                                                    Extraordinary Resolution 
                                                    (but, in any event, 
                                                    to be 
                                                    implemented at a time 
                                                    which is at InspirED 
                                                    Education (South Lanarkshire) 
                                                    Plc's sole and absolute 
                                                    discretion. 
 
 

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 participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the relevant Meeting by 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 Information

A description of the terms and conditions of the Termination and Replacement (including a description of AGM and AGUK) is contained in the Notice of Meeting dated 20 December 2021. A copy of the Amendment Documents are available to Bondholders upon request from the Tabulation Agent.

Requests for information in relation to the procedures for participating in the Meeting should be directed to:

Tabulation Agent

The Bank of New York Mellon

One Canada Square

London, E14 5AL

United Kingdom

Tel: [phone]

Attention: Debt Restructuring Services

Email: [e-mail].

Market Abuse Regulation

This announcement is released by the Issuer and contains information in relation to the Bonds that qualified as inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("MAR"), encompassing information relating to the Bonds. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law of the United Kingdom by virtue of the EUWA, this Notice is made by Alan Ritchie, a Director of the Issuer.

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December 21, 2021 06:06 ET (11:06 GMT)