R.E.A. Holdings plc: Further re proposals in respect of 8.75 percent guaranteed sterling notes 2020 (1008425)

 
 R.E.A. Holdings plc (RE.) 
R.E.A. Holdings plc: Further re proposals in respect of 8.75 percent 
guaranteed sterling notes 2020 
 
27-March-2020 / 08:00 GMT/BST 
Dissemination of a Regulatory Announcement that contains inside information 
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
R.E.A. Holdings plc ("REA Holdings") 
REA Finance B.V. ("REA Finance") 
 
    Enhanced proposals to extend the date for repayment of the 8.75 per cent 
   guaranteed sterling notes 2020 issued by REA Finance B.V. and irrevocably 
   and unconditionally guaranteed by R.E.A. Holdings plc and R.E.A. Services 
                                              Limited (the "sterling notes") 
 
       IMPORTANT UPDATE AS REGARDS THE GENERAL MEETING OF THE HOLDERS OF THE 
                                   STERLING NOTES CONVENED FOR 31 MARCH 2020 
 
        On 6 March 2020 REA Finance convened a meeting of the holders of the 
 sterling notes to be held at the offices of Apex Financial Services B.V. at 
Van Heuven Goedhartlaan 935A, 1181LD Amstelveen, The Netherlands on 31 March 
  2020 at 12.00 noon (Amsterdam time) for the purpose of considering and, if 
       thought fit, passing a resolution, to be proposed as an extraordinary 
   resolution, sanctioning the proposals regarding the extension of the date 
   for repayment of the sterling notes from 31 August 2020 to 31 August 2025 
                                                          (the "proposals"). 
 
 In the current circumstances of COVID-19, it is now accepted that it is not 
   reasonably practicable for such meeting to be held at the offices of Apex 
                                        Financial Services B.V.as envisaged. 
 
       Accordingly, Apex Corporate Trustees (UK) Limited (as trustee for the 
     holders of the sterling notes (the "Noteholders")) (the "Trustee"), has 
         agreed, in accordance with the terms of clause 25 of the trust deed 
      constituting the sterling notes (the "Trust Deed"), to concur with REA 
       Finance (as issuer) , REA Holdings (as guarantor) and R.E.A. Services 
   Limited (as co-guarantor) in making a modification to the Trust Deed such 
that the following be inserted as a new paragraph 27 of Schedule 3 (Meetings 
                                          of Noteholders) to the Trust Deed: 
 
  "Notwithstanding any provision to the contrary contained in the trust deed 
  constituting the sterling notes, the circular to Noteholders dated 6 March 
 2020, the notice of meeting of Noteholders dated 6 March 2020 or otherwise: 
 
a) the meeting of Noteholders convened for 31 March 2020 to be held at the 
offices of Apex Financial Services B.V. at Van Heuven Goedhartlaan 935A, 
1181LD Amstelveen, The Netherlands will instead be held at the home 
address of the chairman of the meeting (proposed to be Christian Wulf 
representing Apex Financial Services B.V. as sole managing director of REA 
Finance) and on the basis that: 
 
i) no person other than the chairman of the meeting will be entitled to 
be present in person at such meeting; and 
 
ii) all proxies submitted or to be submitted for the meeting, to the 
extent that they would be valid but for the changes proposed above, be 
valid for the meeting at the new address; 
 
b) Noteholders who would otherwise have wished, or wish, to attend the 
meeting in person or by proxy may dial in to the meeting on a number 
obtainable on application by email to [e-mail] 
(copied to [e-mail]); and 
 
c) the vote at such meeting will be taken on a poll." 
 
 As noted above, in accordance with clause 25 of the Trust Deed, the Trustee 
  has agreed to the modification on the basis that it is of the opinion that 
such modification will not be materially prejudicial to the interests of the 
                                                                Noteholders. 
 
Enquiries: 
R.E.A Holdings plc 
Tel: [phone] 
 
ISIN:          GB0002349065 
Category Code: FUR - R.E.A. Holdings plc 
TIDM:          RE. 
LEI Code:      213800YXL94R94RYG150 
Sequence No.:  55021 
EQS News ID:   1008425 
 
End of Announcement EQS News Service 
 
 

(END) Dow Jones Newswires

March 27, 2020 04:00 ET (08:00 GMT)