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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END
ROMTJBTTMTJTBMB
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