Wasps Finance PLC Result of Bondholders Meeting (4165C)
January 19 2018 - 6:18AM
UK Regulatory
TIDMWAS1
RNS Number : 4165C
Wasps Finance PLC
19 January 2018
RESULT OF CONSENT SOLICITATION IN RESPECT OF WASPS FINANCE
PLC's
GBP35,000,000 6.50 PER CENT. SECURED BONDS DUE 13 MAY 2022
(ISIN: XS1221940510, COMMON CODE: 122194051)
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY WASPS HOLDINGS
LIMITED AND ARENA COVENTRY LIMITED (TOGETHER, THE "GUARANTORS")
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERM IS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 AS AMENDED) OR
IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THE CONSENT SOLICITATION MEMORANDUM (AS DEFINED
BELOW).
IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU
ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE, INCLUDING IN
RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM YOUR STOCKBROKER,
BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL
ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT
2000 AS AMENDED (IF YOU ARE IN THE UNITED KINGDOM) OR FROM ANOTHER
APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER (IF YOU ARE
NOT).
19 January 2018
On 21 December 2017, Wasps Finance PLC (the "Issuer") announced
that it, together with the Guarantors, was inviting holders
("Bondholders") of its outstanding GBP35,000,000 6.50 per cent.
Secured Bonds due 13 May 2022 (the "Bonds") (ISIN: XS1221940510,
Common Code: 122194051), unconditionally and irrevocably guaranteed
by the Guarantors, to authorise certain waivers in respect of the
terms and conditions of the Bonds (the "Conditions") and provisions
of the trust deed dated 13 May 2015 (the "Trust Deed") between the
Issuer, the Guarantors, Arena Coventry (2006) Limited ("ACL2006")
and U.S. Bank Trustees Limited (the "Trustee") constituting the
Bonds and consent to certain modifications to the Conditions (such
invitation, the "Consent Solicitation"), as further detailed in a
consent solicitation memorandum dated 21 December 2017 (the
"Consent Solicitation Memorandum").
RESULT OF THE CONSENT SOLICITATION
Further to the Issuer's announcement of 21 December 2017, NOTICE
IS HEREBY GIVEN to the Bondholders that, at the Meeting of
Bondholders held at the offices of Ashurst LLP, Broadwalk House, 5
Appold Street, London EC2A 2HA, United Kingdom on 19 January 2018,
the Extraordinary Resolution set out in the Notice of Meeting was
duly passed and the Supplemental Trust Deed has been duly
executed.
In connection with the successful completion of the Consent
Solicitation, Nick Eastwood, Chief Executive Officer of Wasps
Holdings Limited, commented:
"We would like to thank our Bondholders for supporting these
Proposals. A great deal has been done in strengthening Wasps as a
commercial business and we strongly believe that these Proposals,
which better suit the Group's operational and cash flow model, are
an important part of its future development and success. We are
confident in our ability to maintain the momentum from 2017 to
continue to grow the business, increase revenues and improve
operating profits."
The Consent Solicitation was made on the terms and subject to
the conditions contained in the Consent Solicitation Memorandum.
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Consent
Solicitation Memorandum.
CONSENT FEE
Bondholders who voted in favour of the Extraordinary Resolution
by delivering or procuring the delivery of a Consent Instruction
(which was not validly revoked) before the Voting Deadline are
eligible to receive a Consent Fee of 0.20 per cent. of the
aggregate principal amount of Bonds which were the subject of such
Consent Instruction.
The Consent Fee will be paid by the Issuer in one instalment by
no later than 26 January 2018 on the terms set out in the Consent
Solicitation Memorandum relating to the Consent Solicitation.
CONTACT INFORMATION
Investor enquiries in relation to the Consent Solicitation
should be directed to Bondinvest Capital Limited (the "Solicitation
Consultant"):
Bondcap
2nd Floor, Afon Building
Worthing Road
Horsham RH12 1TL
E-mail: m.dyson@bondcap.co.uk
Attention Michael Dyson
E-mail: m.smith@bondcap.co.uk
Attention Michael Smith
Telephone: +44 (0)1403 788456
Media enquiries should be directed to Wasps Holdings' PR
advisers:
Tulchan Group
2nd Floor
85 Fleet Street
London EC4Y 1AE
Email: wasps@tulchangroup.com
Telephone: +44 (0)20 7353 4200 / +44 (0)7912 540246
Attention: Elizabeth Snow
DISCLAIMER AND CONSENT SOLICITATION RESTRICTIONS
The Solicitation Consultant is an appointed representative of
Social Investment Market CIC which is authorised and regulated by
the Financial Conduct Authority. The Solicitation Consultant is
acting as Solicitation Consultant to the Issuer and the Guarantors
and no-one else in connection with the Consent Solicitation and the
other matters referred to in this announcement. The Solicitation
Consultant will not regard any person other than the Issuer and the
Guarantors as its client in relation to the Consent Solicitation
and the other matters referred to in this announcement and will not
be responsible to anyone other than the Issuer and the Guarantors
for providing the protections afforded to clients of the
Solicitation Consultant (as the case may be) or for providing
advice in relation to the Consent Solicitation or the other matters
referred to in this announcement.
The distribution of the Consent Solicitation Memorandum and this
announcement in certain jurisdictions may be restricted by law.
Persons into whose possession the Consent Solicitation Memorandum
or this announcement comes must inform themselves about and observe
any such restrictions.
This announcement is given by: Wasps Finance PLC
This information is provided by RNS
The company news service from the London Stock Exchange
END
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