Trafford Centre Finance Limited Notice of Results of Noteholder Meeting (6636W)

TIDMBC84

RNS Number : 6636W

Trafford Centre Finance Limited

23 December 2021

THE TRAFFORD CENTRE FINANCE LIMITED

(incorporated with limited liability in the Cayman Islands with registration number 91678) (the Issuer)

NOTICE OF RESULTS OF MEETINGS

to the holders of those of the:

GBP188,500,000 Class A3 Floating Rate Floating Rate Notes due 2038 (ISIN: XS0222488396)

GBP20,000,000 Class B2 Floating Rate Secured Notes due 2038 (ISIN: XS0222489014)

GBP69,550,000 Class D1(N) Floating Rate Secured Notes due 2035 (ISIN: XS0222489873)

(the Floating Rate Notes, and the holders thereof, the Noteholders)

of the Issuer presently outstanding

On 1 December 2021, the Issuer announced an invitation to Eligible Noteholders (as defined below) of the Floating Rate Notes described in the table below to consent to certain amendments to the terms of the Floating Rate Notes (the Consent Solicitation). A meeting of each Class of Floating Rate Noteholders (the Meeting) was held earlier today in connection with the Consent Solicitation, and the Issuer now announces the results of the Meeting.

The full terms and conditions of the Consent Solicitation were contained in the consent solicitation memorandum dated 1 December 2021 (the Consent Solicitation Memorandum) prepared by the Issuer. Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

 
  Details of the Notes         ISIN        Outstanding Principal      Outcome of Meeting 
                                                   Amount 
  GBP188,500,000 Class     XS0222488396       GBP 188,500,000           Extraordinary 
           A3                                                          Resolution Passed 
  Floating Rate Secured                                                 96.52% of total 
   Notes due 2038 (the                                                  votes were cast 
    Class A3 Floating                                               by Eligible Noteholders 
       Rate Notes)                                                    who voted in favour 
                                                                     of the Extraordinary 
                                                                          Resolution 
  GBP20,000,000 Class      XS0222489014       GBP 20,000,000            Extraordinary 
           B2                                                          Resolution Passed 
  Floating Rate Secured                                                  100% of total 
   Notes due 2038 (the                                                  votes were cast 
    Class B2 Floating                                               by Eligible Noteholders 
       Rate Notes)                                                    who voted in favour 
                                                                     of the Extraordinary 
                                                                          Resolution 
  GBP69,550,000 Class       XS0222489873      GBP 69,550,000            Extraordinary 
   D1(N) Floating Rate                                                 Resolution Passed 
    Secured Notes due                                                    100% of total 
     2035 (the Class                                                    votes were cast 
   D1(N) Floating Rate                                              by Eligible Noteholders 
         Notes)                                                       who voted in favour 
                                                                     of the Extraordinary 
                                                                          Resolution 
 

Meetings of the Noteholders

The Meetings was held earlier today, and NOTICE IS HEREBY GIVEN to the Noteholders that, at each Meeting in respect of the Floating Rate Notes the relevant Extraordinary Resolution was duly passed and the Eligibility Condition relating to each of the Extraordinary Resolutions was satisfied, and accordingly the Fourth Supplemental Note Trust Deed, the Amended and Restated Master Definitions and Construction Agreement, the Note Interest Rate Swap Agreements and the Amended and Restated Agency Agreement (the Amendment Documents) relating to the Floating Rate Notes will be executed on or about the Meeting Date and the amendments will be effective from 25 January 2022.

Summary of Modifications to the Conditions

Pursuant to the terms of the Extraordinary Resolution, the Floating Rate Notes (the Modified Notes) will be modified so that, instead of the reference rate being LIBOR, the reference rate will now become Compounded Daily SONIA plus a credit adjustment spread.

The Rate of Interest for the Floating Rate Notes from and including 25 January 2022 (with the first Interest Amount based on such new Rate of Interest being paid on the Interest Payment Date occurring on 28 March 2022) will continue to be a floating rate and will be Compounded Daily SONIA plus a credit adjustment spread as specified in the Amended and Restated Conditions. For the avoidance of doubt, the Interest Amount being paid on the Interest Payment Date occurring on 28 January 2022 will be linked to LIBOR.

DISCLAIMER

This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Floating Rate Noteholder 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 Floating Rate Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at the Meeting (including any adjourned such Meeting). None of the Issuer, the Note Trustee, the Security Trustee, the Principal Paying Agent, the Solicitation Agent and the Tabulation Agent expresses any opinion about the terms of the Consent Solicitation or the Extraordinary Resolution or makes any recommendation whether Floating Rate Noteholders should participate in the Consent Solicitation or otherwise participate at the Meeting (including any adjourned meeting) applicable to them.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

United States

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 persons who are (i) located and resident outside the United States, its territories and possessions and who are not U.S. persons (as defined in Regulation S under the Securities Act) or acting for the account or benefit of any U.S. person, (ii) eligible counterparties or professional clients (each as defined in (i) MiFID II; or (ii) (in the case of eligible counterparties) the FCA Handbook Conduct of Business Sourcebook and (in the case of professional clients) UK MiFIR) and, if applicable and acting on a non-discretionary basis, persons who are acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client, in each case in respect of the Class B2 Floating Rate Notes and (iii) otherwise persons to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons Eligible Noteholders).

Neither this Notice nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States, its territories and possessions 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 Class B2 Floating Rate Notes, 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, its territories or possessions 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.

For the purpose of the above paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

General

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 and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any other entity. None of the Issuer, the Note Trustee, the Security Trustee, the Solicitation Agent, the Tabulation Agent and the Principal Paying Agent will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.

Each Floating Rate Noteholder is solely responsible for making its own independent appraisal of all matters (including those relating to the Consent Solicitation, the Noteholder Proposal, the Floating Rate Notes, the Extraordinary Resolution and the Issuer) as such Floating Rate Noteholder deems appropriate in evaluating, and each Floating Rate Noteholder must make its own decision as to whether to consent to, the Consent Solicitation or otherwise participate in the Meeting. The Tabulation Agent, the Solicitation Agent and the Principal Paying Agent are the agents of the Issuer and owe no duty to any Floating Rate Noteholder, and do not accept any responsibility for the contents of this announcement.

This Notice is given by

THE TRAFFORD CENTRE FINANCE LIMITED

Dated 23 December 2021

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December 23, 2021 07:38 ET (12:38 GMT)