Shaftesbury Carnaby PLC Clean-up call exercise notice to bondholders (6155W)

TIDM48QZ

RNS Number : 6155W

Shaftesbury Carnaby PLC

18 April 2023

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you should consult your own broker, bank manager, solicitor, accountant or other appropriately authorised independent financial, tax or legal adviser immediately.

CLEAN-UP CALL EXERCISE NOTICE

TO THE BONDHOLDERS OF

GBP285,000,000 2.487 PER CENT. GUARANTEED FIRST MORTGAGE BONDS DUE 2031

guaranteed by

SHAFTESBURY PLC

issued by

SHAFTESBURY CARNABY PLC

ISIN: XS1493395070, Common Code: 149339507 (the "Bonds")

Reference is made to the GBP285,000,000 2.487 per cent. Guaranteed First Mortgage Bonds due 2031 guaranteed by Shaftesbury PLC (the "Guarantor") issued by Shaftesbury Carnaby plc as issuer (the "Issuer") and constituted pursuant to a trust deed dated 7 October 2016 between the Issuer, the Guarantor and M&G Trustee Company Limited (formerly Prudential Trustee Company Limited) (the "Trustee") (as amended, restated, supplemented, extended, renewed, replaced or otherwise modified from time to time, the "Trust Deed").

Unless otherwise specified, capitalised terms used and not defined herein shall have the meanings given to such terms in the Trust Deed.

As a result of the occurrence of the Change of Control Put Event described in the Issuer's Change of Control Put Event Notice dated 9 March 2023, each Bondholder had the option to require the Issuer to redeem (or, at the Issuer's option, purchase or procure the purchase of) its Bonds by exercising the Change of Control Put Option by no later than 8 April 2023, being the final day of the Change of Control Put Period. The Bonds in respect of which the Bondholders validly exercised the Change of Control Put Option were redeemed by the Issuer on 17 April 2023 (the "Change of Control Put Date").

Pursuant to Condition 8.4 (Redemption at the option of the Bondholder), if 80 per cent. or more in nominal amount of the Bonds originally issued have been redeemed or purchased pursuant to Condition 8.4, the Issuer may, on giving not less than 30 nor more 45 days' notice to the Bondholders (such notice being given within 30 days after the Change of Control Put Date) redeem or purchase (or procure the purchase of) all of the remaining outstanding Bonds at their nominal amount, together with interest accrued to (but excluding) the date fixed for redemption).

The Issuer hereby notifies all Bondholders that:

(a) pursuant to Condition 8.4 (Redemption at the option of the Bondholder), the Bondholders of 99.9123 per cent. in nominal amount of Bonds exercised their Change of Control Put Option; and

(b) in accordance with Condition 8.4 (Redemption at the option of the Bondholders), the Issuer exercises its option to redeem the remaining outstanding Bonds in whole at their nominal amount, together with interest accrued to (but excluding) the date fixed for redemption, such date being 19 May 2023.

This Clean Up Call Exercise Notice shall be governed by and construed in accordance with the laws of England and Wales.

This Clean Up Call Exercise Notice is given by the Issuer on 18 April 2023.

Shaftesbury Carnaby Plc

Regal House, 14 James Street

London WC2E 8BU

United Kingdom

Enquiries

Shaftesbury Carnaby Plc

Situl Jobanputra - Chief Financial Officer

Graham Keer - Group Treasurer

Desna Martin - Group Company Secretary

Telephone: [phone]

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April 18, 2023 07:05 ET (11:05 GMT)