Consent Solicitation: Notice of Noteholder Meeting

Trafford Centre Finance Ltd (The)

31 July 2023

 

NOTICE OF NOTEHOLDER MEETING

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.

If Noteholders are in any doubt about any aspect of the proposals in this notice and/or the action they
should take, they are recommended to seek their own financial advice immediately from their
stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the
Financial Services and Markets Act 2000, as amended, (if they are in the United Kingdom) or from
another appropriately authorised independent financial adviser and such other professional advisor
from their own professional advisors as they deem necessary.

FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS
ANNOUNCEMENT IS AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM (THE
CONSENT SOLICITATION MEMORANDUM) ISSUED BY THE ISSUER TODAY, AND
ELIGIBLE NOTEHOLDERS (AS DEFINED BELOW) ARE ENCOURAGED TO READ THIS
ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.

THE TRAFFORD CENTRE FINANCE LIMITED
(incorporated with limited liability in the Cayman Islands with registration number 91678)
(the Issuer)

NOTICE OF NOTEHOLDER MEETINGS

to the holders of the
£340,000,000 Class A2 6.50 per cent. Secured Notes due 2033 (ISIN XS0108039776)

£188,500,000 Class A3 Floating Rate Secured Notes due 2038 (ISIN: XS0222488396)

(the Class A Notes)

£120,000,000 Class B 7.03 per cent. Secured Notes due 2029 (ISIN XS0108043968)
£20,000,000 Class B2 Floating Rate Secured Notes due 2038 (ISIN: XS0222489014)

£20,000,000 Class B3 4.25 per cent. Secured Notes due 2029 (ISIN XS1031629808)

(the Class B Notes)

£69,550,000 Class D1(N) Floating Rate Secured Notes due 2035 (ISIN: XS0222489873)

£70,000,000 Class D3 4.750 per cent. Secured Notes due 2029 (ISIN XS1031633313)

(the Class D Notes)

(the Class A Notes, the Class B Notes and the Class D Notes together the Notes, each a Class, and the holders thereof, the Noteholders) of the Issuer presently outstanding.

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 4 (Provisions for Meetings of Noteholders) of the third issue note trust deed dated 4 March 2014, separate meetings (each a Meeting and together the Meetings) of the Noteholders of each Class of the Notes, each convened by the Issuer will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on 22 August 2023 for the purpose of considering and, if thought fit, passing the applicable resolution set out below which will be proposed as an Extraordinary Resolution in accordance with the provisions of the original note trust deed dated 28 February 2000 and the supplemental note trust deed dated 31 March 2000, and was subsequently supplemented by the second issue note trust deed dated 27 June 2005, the third issue note trust deed dated 4 March 2014, the fourth supplemental note trust deed dated 24 December 2021 and the fifth supplemental note trust deed dated 16 November 2022 as amended, restated, modified and/or supplemented from time to time (the Note Trust Deed) made between the Issuer and Deutsche Trustee Company Limited (the Note Trustee) as note trustee for the Noteholders and constituting the Notes.

The Noteholder Proposal outlined in the Consent Solicitation Memorandum has been considered by a special committee (the Special Committee) consisting of Noteholders and convened by The Investment Association at the request of the Issuer. The members of the Special Committee, who hold in aggregate approximately 57 per cent of the current aggregate Principal Amount Outstanding of the Notes, have examined the Noteholder Proposal. They have informed the Issuer that they find the Noteholder Proposal acceptable; that, subject to internal and other approvals (including those of the Noteholders' underlying investors) and the Noteholders exercising their voting rights in the best interests of their underlying investors at the point of voting, they intend to vote in favour of the Noteholder Proposal in respect of their holdings of Notes.

As such, please do bear in mind that while Noteholders that participated in the Special Committee were asked to confirm, after due enquiry, the amount of their holdings that they will be able to commit to vote in favour of the Noteholder Proposal, any indication given by a Noteholder of its intention to vote is not binding on such Noteholder. 

The Special Committee has advised the Issuer that this recommendation relates only to the proposals set out in the Consent Solicitation Memorandum and not to any future offers or proposals which the Issuer may make.

The first Meeting (in respect of the Class A Notes) will commence at 10 a.m. (London time) (11 a.m. (CET)), with subsequent Meetings in respect of each other Class (in the order each Class is listed in the table on pages 4 and 5 of the Consent Solicitation Memorandum) being held at 5 minute intervals thereafter or after the completion of the preceding Meeting (whichever is later).

Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Consent Instruction or an Ineligible Noteholder Instruction in respect of the Extraordinary Resolution by 4 p.m. (London time) (5 p.m. (CET)) on 18 August 2023 (the Expiration Deadline), by which they will have given instructions to the Principal Paying Agent for the appointment of two or more representatives of the Tabulation Agent as their proxy to vote in favour of or against (as specified in the relevant Consent Instruction or Ineligible Noteholder Instruction) the Extraordinary Resolution at the relevant Meeting (or any adjourned such Meeting), need take no further action to be represented at that Meeting (or any such adjourned Meeting).

The first Meeting (in respect of the Class A Notes) will commence at 10 a.m. (London time), with subsequent Meetings in respect of each other Class (in the order each Class is listed on the first page of this Notice) being held at 5 minute intervals thereafter or after the completion of the preceding Meeting (whichever is later).

Capitalised terms used in this notice and not otherwise defined herein shall have the meanings given to them in the Consent Solicitation Memorandum dated 31 July 2023 (the Consent Solicitation Memorandum), which is available for inspection by Eligible Noteholders (as defined below) during normal business hours at the specified offices of the Tabulation Agent on any weekday (public holidays excepted) up to and including the date of the relevant Meeting (see "Documents Available for Inspection" below). In accordance with normal practice, the Solicitation Agent, the Note Trustee, the Security Trustee, the Tabulation Agent and the Principal Paying Agent have not been involved in the formulation of the Noteholder Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary Resolutions. The Note Trustee, the Security Trustee, the Tabulation Agent, the Solicitation Agent and the Principal Paying Agent, express no opinion on, and make no representations as to the merits of, the Noteholder Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary Resolutions.

None of the Note Trustee, the Security Trustee, the Tabulation Agent, the Solicitation Agent or the Principal Paying Agent makes any representation that all relevant information has been disclosed to Noteholders in or pursuant to this Notice, the Consent Solicitation Memorandum or otherwise. None of the Note Trustee, the Security Trustee, the Tabulation Agent, the Solicitation Agent or the Principal Paying Agent has approved the draft New Deed of Tax Covenant and the draft Release Documents referred to in the Extraordinary Resolutions set out below and the Note Trustee recommends that Noteholders arrange to inspect and review the draft New Deed of Tax Covenant and such draft Release Documents as provided below in this Notice. Accordingly, Noteholders of the Notes should take their own independent legal, financial, tax or other advice on the merits and the consequences of voting in favour of the Extraordinary Resolutions, including any tax consequences, and on the impact of the implementation of the Extraordinary Resolutions.

None of the Note Trustee, the Security Trustee, nor any of the Tabulation Agent, the Solicitation Agent, the Principal Paying Agent are responsible for the accuracy, completeness, validity or correctness of the statements made in the Consent Solicitation Memorandum or omissions therefrom or for the acts or omissions of the Issuer, or any other person in connection with the Consent Solicitation.

Neither this Notice nor the Consent Solicitation Memorandum constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity. The distribution of the Consent Solicitation Memorandum may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

BACKGROUND

The group to which the Issuer belongs, headed by Trafford Centre Group (UK) Limited (Topco) (the Trafford Group), was, until the administration of Intu Properties Plc, in a UK Real Estate Investment Trust (UK REIT) regime, which came to an end as a result of circumstances arising out of the insolvency of the group headed by Intu Properties Plc (the Intu Parent Group). The Trafford Group is now proposing to make certain changes to enable it to elect into a UK REIT regime again and thereby optimise its tax structure.

The Trafford Group is ultimately owned by the Canadian Pension Plan Investment Board (CPPIB). CPPIB, and its subsidiary CPP Investment Board Real Estate Holding Inc (REH), have funded the Trafford Group through the recent period which comprised the COVID-19 pandemic and the insolvency of the Intu Parent Group in June 2020. They wish to now re-instate the REIT status of the Trafford Group.

There are a number of strategic reasons driving the decision making around reinstating the REIT structure. Firstly, REITs are exempt from corporation tax on property rental profits. Given the projected future taxable rental profits of the Trafford Group (taxable at 25% from April 2023), the tax exemption of the REIT regime should provide a substantial corporation tax saving for The Trafford Centre Limited (the Borrower). As a precursory step to the proposed entry into the REIT regime, CPPIB has already written off and released Topco from circa £138 million of secured debt.

Meeting the eligibility criteria for the UK REIT will inter alia involve the incorporation of a new Jersey incorporated, UK tax resident limited company (REITCo), which will sit between REH, Topco's immediate shareholder, and Topco. One of the conditions of the REIT regime is that REITCo pay property income distributions which broadly equal to 90% of the exempt property rental business profits of the REITCo in respect of each accounting period, and for these purposes, Topco (and the other members of Trafford Group below it) must have sufficient positive distributable reserves to enable it to lawfully distribute property income distributions upwards to REITCo (within 12 months of the end of an accounting period). Failure to make such distributions (within the relevant time period), gives rise to a corporation tax charge (calculated by reference to the deficit in the property income distribution being subject to corporation tax).

Currently, Topco does not have positive distributable reserves by reason of certain indebtedness of Topco towards the Borrower, in the nominal amount of £448,762,207.70 accrued over time during the period of ownership of the Trafford Group by the Intu Parent Group by excess rental income being loaned by the Borrower to Topco (the Intercompany Loan). As further described below (The Intercompany Loan), the Intercompany Loan due from Topco to the Borrower is deemed to have no value and has been fully impaired in the accounts of the Borrower.

There are covenants in the Transaction Documents which restrict the Borrower from disposing of assets (including the Intercompany Loan) and amending the Relevant Documents except in certain permitted circumstances. The Intercompany Loan (being an asset of the Borrower) is also an asset which is secured in favour of the Security Trustee through the security interests which are granted under the Transaction Documents.

The Borrower therefore requests that the Noteholders direct the Security Trustee (by way of Extraordinary Resolution in respect of each Class) to release from the Encumbrances the Borrower's right, title, interest and benefit to all amounts owed by Topco to the Borrower in respect of the Intercompany Loan (the Security Release).

The Issuer and the Borrower furthermore request that the Noteholders direct the Security Trustee (by way of Extraordinary Resolution in respect of each Class) to consent to the release of the Intercompany Loan by agreeing that the release of such Intercompany Loan by the Borrower constitutes a Permitted Disposal (as defined in the Master Definitions and Construction Agreement) (the Debt Release, and together with the Debt Release, the Releases). In the event that such consent is not granted, and the Releases do not occur, the Trafford Group will not meet the eligibility criteria of the UK REIT regime and will not be able to convert into a REIT.

Under the Third Issue Deed of Tax Covenant, Clause 6 of the same requires TopCo to use all reasonable endeavours to procure that any company which becomes connected or associated with any member of the Borrowing Group such that a member of the Borrowing Group could become liable for any Taxes of that person to enter into certain covenants and give certain representations as detailed in Clause 6 of the Third Issue Deed of Tax Covenant. It is considered that REITCo could be a company with such a degree of connection or association so as to fulfil that condition, and therefore in compliance with the obligations of Clause 6 the Issuer and the Borrower further request that the Noteholders direct the Security Trustee (by way of Extraordinary Resolution in respect of each Class) to enter into the New Deed of Tax Covenant with (among others) REITCo.

If all the Extraordinary Resolutions are passed and the Eligibility Condition relating to each Extraordinary Resolution is satisfied, the Security Trustee shall (i) enter into a deed of release to release the Encumbrances granted in favour of the Security Trustee over the Borrower's right, title, interest and benefit to the Intercompany Loan owed by Topco to the Borrower and provide its consent to the Debt Release (the Security Deed of Release) and (ii) enter into the New Deed of Tax Covenant in each case in the form or substantially in the form of the drafts produced to each Meeting and for the purposes of identification signed by the chairman thereof. 

The Intercompany Loan

The request is being made on the basis that the Financial Indebtedness due from Topco to the Borrower has no value and has been fully impaired in the accounts of the Borrower since 31 December 2020. Topco indirectly owns the Borrower but otherwise has no other business or assets. Consequently, the value of Topco (and, it necessarily follows, the value in any claim against Topco for Financial Indebtedness owed by Topco) is dependent entirely on the assets and business of the Borrower.

Topco owes significant debt to CPPIB which is secured over its business and assets, and repayment of the monies owed to the Borrower would only occur after repayment of its own secured creditor. Topco's ability to repay the upstream loan is completely dependent on the underlying value of Topco's assets. The value of Topco's assets is completely dependent on the value of the Borrower; and the value of the Borrower is completely dependent on the value of the underlying value of the property held by the Borrower. Given the Notes have preferential security over the underlying Property held by the Borrower; prima facie, it is the view of the Trafford Group that the remote prospect of any repayment by Topco adds no additional value to the security package held over the Borrower and the other members of the Trafford Group above and beyond the underlying property value.

Taxation Implications

The Trafford Group has obtained advice from PricewaterhouseCoopers LLP that the release of the Financial Indebtedness due from Topco to the Borrower in the manner set out in this Consent Solicitation Memorandum is expected to be tax neutral.

The election of the Trafford Group back into the UK REIT regime, requiring ongoing eligibility criteria of the UK REIT regime to be met, will not be prejudicial to, or have any adverse tax consequences on, the Trafford Group.  As noted above, given the projected future taxable profits (which could be exempted under the REIT regime), the election of the Trafford Group should give rise to a reduction in corporation tax in the Borrower.

There are separate corporation tax rules that (a) limit the use of brought forward losses that may be used in a period; and (b) limit the total amount of interest that may be deducted from taxable profits in a period. Due to these limitations, the Borrower is shortly expected to become corporation tax paying. This will be a cash cost to the business. REIT conversion exempts tax on property rental profits (which are substantially all the taxable profits of the Trafford Group).

There is a withholding tax requirement for REITs, on certain REIT distributions. However, this is expected at the Topco level and not at the level of Borrower or the other Obligors subject to the security.

Accordingly, where the Borrower would otherwise be paying Corporation Tax, the REIT regime should provide a benefit to the Borrower. There are a number of other broader benefits of REITs, stemming from the exemption to corporation tax on rental profits and latent gains, as well as investor familiarity with the tax profile of a REIT.

The Trafford Group are not aware of any negative tax consequences to the Noteholders of the Trafford Group entering the REIT regime (and note that the original loan was provided when the holding structure was part of, and taxed as, a REIT). However, no assurance is given that the Trafford Group will qualify or remain qualified as a REIT and failure to meet the conditions of the REIT regime would not constitute a breach of the Transaction Documents.

NOTEHOLDER PROPOSAL

Pursuant to the above, the Issuer has convened separate Meetings by the above notice to request that Noteholders of each Class of the Notes consider and agree by Extraordinary Resolution to the matters contained in the Extraordinary Resolutions set out below.

The Issuer, under the Noteholder Proposal, is requesting that the Noteholders of each Class of the Notes consider and if thought fit, approve the relevant Extraordinary Resolution. If approved by the Noteholders of a Class of the Notes, the relevant Extraordinary Resolution will be binding on all holders of such Class of Notes, including those Noteholders of such Class who do not vote in favour of the Extraordinary Resolution or who do not vote in connection with the Extraordinary Resolution.

Each Extraordinary Resolution affects the interests of the Noteholders of more than one class of each Class but does not give rise to a conflict of interest between the Noteholders of any of the classes of each Class so affected. As such, pursuant to paragraph 21 of the Fourth Schedule (Provisions for Meetings of Noteholders) to the third issue note trust deed dated 4 March 2014, each Extraordinary Resolution will be deemed to have been duly passed if passed at a single Meeting of the Noteholders of all the classes of each Class so affected.

Each Extraordinary Resolution, if passed, constitutes (amongst others) a direction by the relevant Noteholders of the applicable Class of Notes to the Note Trustee and the Security Trustee to consent to and to concur in the Releases and the execution of the Release Documents and the New Deed of Tax Covenant (the Noteholder Proposal).

The Noteholder Proposal is being put to Noteholders for the reasons set out in the Consent Solicitation Memorandum.

Noteholders are referred to the Consent Solicitation Memorandum which provides further background to the Noteholder Proposal and the reasons therefor.

CONSENT SOLICITATION

Noteholders are further given notice that the Issuer has invited holders of the Notes (each such invitation a Consent Solicitation) to consent to the approval, by Extraordinary Resolution of each Class of the Notes at the Meeting, of the Releases and the New Deed of Tax Covenant as described in paragraph 1 of the relevant Extraordinary Resolution as set out below, all as further described in the Consent Solicitation Memorandum (as defined in paragraph 14 of the relevant Extraordinary Resolution set out below).

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 United States Securities Act of 1933, as amended (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 2014/65/EU (as amended or superseded, MiFID II) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client, in each case in respect of the Notes and (iii) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons Eligible Noteholders).

Subject to the restrictions described in the previous paragraph, Eligible Noteholders may obtain from the date of this Notice a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Noteholder will be required to provide confirmation as to his or her status as an Eligible Noteholder.

Pursuant to the Consent Solicitation, each Eligible Noteholder from whom a valid Consent Instruction (as defined in the Consent Solicitation Memorandum) in respect of an Extraordinary Resolution is received by the Tabulation Agent by the deadline specified in the Consent Solicitation Memorandum or from whom a valid Attendance Instruction (as defined in the Consent Solicitation Memorandum) in respect of an Extraordinary Resolution is received by the Tabulation Agent prior to the deadline specified in the Consent Solicitation Memorandum and who attends and votes in respect of an Extraordinary Resolution at a Meeting will, subject to the conditions set out in the Consent Solicitation Memorandum (including the condition that each Extraordinary Resolution is passed), be eligible to receive payment of an amount equal to 0.05% of the Principal Amount Outstanding in respect of each Note outstanding of the Notes that are the subject of such Consent Instruction or votes (the Work Fee), all as more fully described in the Consent Solicitation Memorandum.

Pursuant to the Consent Solicitation, each Ineligible Noteholder from whom a valid Ineligible Noteholder Instruction (as defined in the Consent Solicitation Memorandum) is received by the Tabulation Agent by the deadline specified in the Consent Solicitation Memorandum or from whom a valid Attendance Instruction in respect of an Extraordinary Resolution is received by the Tabulation Agent prior to the deadline specified in the Consent Solicitation Memorandum and who attends and votes in respect of an Extraordinary Resolution at a Meeting will, subject to the conditions set out in the Consent Solicitation Memorandum (including the condition that each Extraordinary Resolution is passed), be eligible to receive payment of an amount equal to 0.05% of the Principal Amount Outstanding in respect of each Note outstanding of the Notes that are the subject of such Ineligible Noteholder Instruction (the Ineligible Noteholder Payment), all as more fully described in the Consent Solicitation Memorandum.

FORM OF EXTRAORDINARY RESOLUTIONS

The Extraordinary Resolution will be proposed in separate single meetings to the holders of (i) the Class A Notes, (ii) the Class B Notes and (iii) the Class D Notes mutatis mutandis and is in the following terms (with only such changes as are required to reflect the holding of separate meetings of the holders of each Class of the Notes):

"THAT this meeting (the Meeting) of the holders (together, the Class [A/B/D] Noteholders) of the presently outstanding [£340,000,000 Class A2 6.50 per cent. Secured Notes due 2033 (the Class A2 Fixed Rate Notes) and £188,500,000 Class A3 Floating Rate Secured Notes due 2038 (the Class A3 Floating Rate Notes)] / [£120,000,000 Class B 7.03 per cent. Secured Notes due 2029 (the Class B Fixed Rate Notes), £20,000,000 Class B2 Floating Rate Secured Notes due 2038 (the Class B2 Floating Rate Notes) and £20,000,000 Class B3 4.25 per cent. Secured Notes due 2029 (the Class B3 Fixed Rate Notes)] /  [£69,550,000 Class D1(N) Floating Rate Secured Notes due 2035 (the Class D1(N) Floating Rate Notes) and the £70,000,000 Class D3 4.750 per cent. Secured Notes due 2029 (the Class D3 Fixed Rate Notes)] of The Trafford Centre Finance Limited (the Issuer), constituted by the original note trust deed dated 28 February 2000 which was supplemented by the supplemental note trust deed dated 31 March 2000, the second issue note trust deed dated 27 June 2005, the third issue note trust deed dated 4 March 2014, the fourth supplemental note trust deed dated 24 December 2021 and the fifth supplemental note trust deed dated 16 November 2022, as amended, restated, modified and/or supplemented from time to time (the Note Trust Deed) made between the Issuer and Deutsche Trustee Company Limited (the Note Trustee) as note trustee for, inter alios, the Class [A/B/D] Noteholders HEREBY:

1.            (subject to paragraph 10 of this Extraordinary Resolution) consents to, sanctions and approves the:

(a)        release by the Security Trustee of all Encumbrances granted by the Borrower in favour of the Security Trustee over all its right, title, interest and benefit in and to all Financial Indebtedness owed by Topco to the Borrower (the Security Release); and

(b)        release by the Borrower of all Financial Indebtedness owed by Topco to the Borrower (the Debt Release),

(together, the Releases).

2.            (subject to paragraph 10 of this Extraordinary Resolution) authorises, directs, requests and empowers:

(a)          (i)          the Borrower and Topco to execute the Debt Deed of Release; and

(ii)         the Borrower and the Security Trustee to execute the Security Deed of Release,

in each case to effect the relevant Releases referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the drafts produced to this Meeting and for the purpose of identification signed by the chairman thereof;

(b)          the Security Trustee to execute the New Deed of Tax Covenant in the form or substantially in the form of the draft produced to this Meeting and for the purpose of identification signed by the chairman thereof, which shall be deemed in a form appropriate for the purposes of clause 6 of the Third Issue Deed of Tax Covenant; and

(c)           the Note Trustee, the Security Trustee, Topco, the Issuer and the Borrower executing and doing all such deeds, instruments, acts and things as may be necessary, desirable or expedient to carry out and to give effect to this Extraordinary Resolution and the implementation of the Releases referred to in paragraph 1 of this Extraordinary Resolution and entry into the New Deed of Tax Covenant;

3.            holds harmless, discharges and exonerates each of the Note Trustee and the Security Trustee from and against all liability for which they may have become or may become liable under the Note Trust Deed, the [Class A/B/D] Notes or any Relevant Document or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or its implementation or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Debt Deed of Release, the Security Deed of Release, the New Deed of Tax Covenant, the Notice or this Extraordinary Resolution;

4.            approves that the Note Trustee and the Security Trustee shall have no liability, and irrevocably waives any claim that the Class [A/B/D] Noteholders may have against the Note Trustee and / or the Security Trustee arising as a result of any loss or damage which the Class [A/B/D)] Noteholders may suffer or incur as a result of the Note Trustee and/or Security Trustee acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that there is a defect in this Extraordinary Resolution or that for any reason this Extraordinary Resolution is not valid or binding on the Class [A/B/D] Noteholders) and the Class [A/B/D] Noteholders further confirm that the Class [A/B/D] Noteholders will not seek to hold the Note Trustee and/or Security Trustee liable for any such loss or damage;

5.            expressly agrees and undertakes to indemnify and hold harmless the Note Trustee and/or Security Trustee and/or any of their respective affiliates, directors or employees from and against all and any losses, claims, liabilities, damages, costs, fees, charges, expenses, actions or demands (together with value added tax or any similar tax charged or chargeable in respect thereof) which may be suffered or incurred by or made against any of them as a result of any claims (whether or not successful, compromised or settled), actions, demands or proceedings brought against the Note Trustee and/or the Security Trustee and against all losses, costs, charges or expenses (including legal fees) which the Note Trustee and/or Security Trustee may suffer or incur which in any case arise as a result of the Note Trustee and/or Security Trustee acting in accordance with the Extraordinary Resolution and the Note Trust Deed or as a result of the exercise or non-exercise of the powers vested in the Note Trustee and/or the Security Trustee by or pursuant to the Note Trust Deed, the Security Trust Deed, the Deed of Charge or the other Relevant Documents;

6.            (subject to paragraph 10 of this Extraordinary Resolution) sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Class [A/ B/D] Noteholders appertaining to the Class [A/B/D] Notes against the Issuer or against any of their property, whether or not such rights arise under the Conditions, the Note Trust Deed or any other Relevant Documents involved in, resulting from or to be effected by the consents, authorisation, direction and request referred to in paragraphs 1 and 2 of this Extraordinary Resolution and their implementation;

7.            approves that each of the Note Trustee and Security Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to investigate or enquire into the power and capacity of any person to enter into the New Deed of Tax Covenant, the Debt Deed of Release or the Security Deed of Release or any other document necessary, desirable or expedient in connection with the consents referred to in paragraph 1 or 2 of this Extraordinary Resolution or the due execution and delivery thereof by any party thereto or the validity and enforceability thereof and that the Note Trustee and/or Security Trustee shall not be liable to any holder for the failure to do so or for any consequences thereof;

8.            waives any and all requirements, restrictions and conditions precedent set forth in the Relevant Documents on any person, in implementing the New Deed of Tax Covenant, the Debt Deed of Release, the Security Deed of Release, this Extraordinary Resolution and the Noteholder Proposal;

9.            holds harmless, discharges and exonerates the Issuer from all liability for which it may have become or may become responsible under the Note Trust Deed, the Class [A/B/D] Notes or any Relevant Document or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the New Deed of Tax Covenant, the Debt Deed of Release, the Security Deed of Release, the Notice or this Extraordinary Resolution;

10.          declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a)     the passing of this Extraordinary Resolution;

(b)     the quorum required for, and the requisite majority of votes cast at, this Meeting being satisfied by Eligible Noteholders, irrespective of any participation at this Meeting by Ineligible Noteholders and that, in the event that the Extraordinary Resolution is passed at this Meeting but such condition is not satisfied, the chairman of this Meeting and the Note Trustee are hereby authorised, directed, requested and empowered to adjourn this Meeting for such period being not less than 14 days nor more than 42 days, and to such place as may be appointed by the chairman of this Meeting and approved by the Note Trustee, for the purpose of reconsidering resolutions 1 to 10 of this Extraordinary Resolution with the exception of resolution 10(b) of this Extraordinary Resolution. At any such adjournment of this Meeting, two or more persons present holding voting certificates or being proxies (whatever the Principal Amount Outstanding of the [A/B/D] Notes so held or represented by them) and a majority in favour consisting of not less than three-fourths of the votes cast at such adjourned meeting shall have the power to vote in respect of such Extraordinary Resolution, and this condition set out in this paragraph 10(b) will be satisfied if the quorum required for, and the requisite majority of votes cast at, such adjourned Meeting are satisfied by Eligible Noteholders irrespective of any participation at the adjourned Meeting by Ineligible Noteholders;

(c)      the passing of each other Extraordinary Resolution of the holders of each other Class of Notes; and

(d)     the quorum required for, and the requisite majority of votes cast at, each other relevant Meeting being satisfied by Eligible Noteholders only, irrespective of any participation at such Meeting by Ineligible Noteholders (including, if applicable, the satisfaction of such condition at an adjourned Meeting);

11.          agrees that this Extraordinary Resolution shall take effect as an extraordinary resolution pursuant to paragraph 20 of Schedule 4 (Provisions for Meetings of Noteholders) to the third issue note trust deed dated 4 March 2014;

12.          agrees that the Noteholder Proposal contemplated by this Extraordinary Resolution will not become effective until the Consent Conditions are satisfied including the New Deed of Tax Covenant and the Release Documents being executed by all the parties thereto; and

13.          acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

Class A Notes means each of the £340,000,000 Class A2 6.50 per cent. Secured Notes due 2033 (ISIN: XS0108039776) and the £188,500,000 Class A3 Floating Rate Secured Notes due 2038 (ISIN: XS0222488396).

Class B Notes means each of the £120,000,000 Class B 7.03 per cent. Secured Notes due 2029 (ISIN: XS0108043968), the £20,000,000 Class B2 Floating Rate Secured Notes due 2038 (ISIN: XS0222489014) and the £20,000,000 Class B3 4.25 per cent. Secured Notes due 2029 (ISIN: XS1031629808).

Class D Notes means each of the £69,550,000 Class D1(N) Floating Rate Secured Notes due 2035 (ISIN: XS0222489873) and the £70,000,000 Class D3 4.750 per cent. Secured Notes due 2029 (ISIN: XS1031633313).

Consent Solicitation means the invitation by the Issuer to all Eligible Noteholders to consent to the proposals as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;

Consent Solicitation Memorandum means the consent solicitation memorandum dated 31 July 2023 prepared by the Issuer in relation to the Consent Solicitation;

Eligible Noteholder means each Noteholder who is (a) located and resident outside the United States, its territories and possessions and not a U.S. person (as defined in Regulation S under the Securities Act), (b) an eligible counterparty or a professional client (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, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client, in each case in respect of the Notes and (c) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation;

Ineligible Noteholder means each Noteholder who is not an Eligible Noteholder;

Notes means each of the Class A Notes, the Class B Notes and the Class D Notes; and

Securities Act means the U.S. Securities Act of 1933, as amended; and

14.         agrees that capitalised terms in this Extraordinary Resolution where not defined herein shall have the meanings given to them in the Consent Solicitation Memorandum (a copy of which is available for inspection as referred to in the Notice)".

INELIGIBLE NOTEHOLDERS

Ineligible Noteholder Payment

An Ineligible Noteholder may not participate in the Consent Solicitation and will not be eligible to receive the Work Fee.

However, any Ineligible Noteholder may be eligible, to the extent permitted by applicable laws and regulations, to receive an equivalent amount to the applicable Work Fee (which is an amount equal to 0.05% of the Principal Amount Outstanding in respect of each Note outstanding of the Notes that are the subject of the relevant Ineligible Noteholder Instruction (as defined below)) (the Ineligible Noteholder Payment).

To be eligible for the Ineligible Noteholder Payment, an Ineligible Noteholder must deliver, or arrange to have delivered on its behalf, a valid Ineligible Noteholder Instruction that is received by the Tabulation Agent by 4.00 p.m. (London time) (5.00 p.m. (CET)) on 16 August 2023 (the Ineligible Noteholder Payment Deadline) and is not subsequently revoked. Alternatively, to be eligible for the Ineligible Noteholder Payment an Ineligible Noteholder must deliver, or arrange to have delivered on its behalf, a valid Attendance Instruction that is received by the Tabulation Agent by the Ineligible Noteholder Payment Deadline and must attend and vote at the relevant Meeting.

Only Ineligible Noteholders may submit Ineligible Noteholder Instructions or Attendance Instructions (and attend and vote at the relevant Meeting) and be eligible to receive the Ineligible Noteholder Payment. Eligibility for the Ineligible Noteholder Payment is subject in each case to each Extraordinary Resolution being passed and the satisfaction of the other Consent Conditions.

Where payable, Ineligible Noteholder Payments are expected to be paid by the Issuer to the relevant Ineligible Noteholders by no later than the fifth Business Day following the final Meeting at which the Consent Conditions are satisfied.

To be eligible to receive the Ineligible Noteholder Payment, each Noteholder who submits an Ineligible Noteholder Instruction must not attend, or seek to attend, a Meeting or make any other arrangements to be represented at a Meeting.

Notwithstanding the above, Ineligible Noteholders attending and voting at a Meeting or making other arrangements to be represented or to vote at a Meeting in accordance with the provisions for meetings of Noteholders set out in Schedule 4 to the third issue note trust deed dated 4 March 2014 and as further described in this Notice will be eligible to receive the Ineligible Noteholder Payment in respect of such Notes providing they have instead submitted a valid Attendance Instruction prior to the Ineligible Noteholder Payment Deadline.

Submission of Ineligible Noteholder Instructions

In respect of any Notes held through Euroclear Bank SA/NV (Euroclear) or Clearstream Banking, S.A. (Clearstream, Luxembourg), the submission of Ineligible Noteholder Instructions will be deemed to have occurred upon receipt by the Tabulation Agent from Euroclear or Clearstream, Luxembourg, as applicable, of a valid instruction (an Ineligible Noteholder Instruction) submitted in accordance with the requirements of Euroclear or Clearstream, Luxembourg, as applicable. Each such Ineligible Noteholder Instruction must specify, among other things, the aggregate nominal amount of the Notes to which such Ineligible Noteholder Instruction relates, the securities account number at Euroclear or Clearstream, Luxembourg, as applicable, in which the Notes are held and whether the Ineligible Noteholder wishes to instruct the Principal Paying Agent to appoint two or more representatives of the Tabulation Agent to attend the relevant Meeting (and any adjourned such Meeting) and vote in favour of or against the relevant Extraordinary Resolution. The receipt of such Ineligible Noteholder Instruction by Euroclear or Clearstream, Luxembourg, as applicable, will be acknowledged in accordance with the standard practices of Euroclear or Clearstream, Luxembourg, as applicable, and will result in the blocking of the Notes in the relevant Ineligible Noteholder's account with Euroclear or Clearstream, Luxembourg, as applicable, so that no transfers may be effected in relation to the Notes until the earlier of (i) the date on which the relevant Ineligible Noteholder Instruction is validly revoked (including their automatic revocation on the termination of the Consent Solicitation) and (ii) the conclusion of the relevant Meeting (or, if applicable, any adjourned Meeting).

Only Direct Participants (as defined under "Voting and Quorum" below) may submit Ineligible Noteholder Instructions. Each beneficial owner of Notes who is an Ineligible Noteholder and is not a Direct Participant, must arrange for the Direct Participant through which such beneficial owner of Notes who is an Ineligible Noteholder holds its Notes to submit an Ineligible Noteholder Instruction on its behalf to Euroclear or Clearstream, Luxembourg, as applicable, before the deadlines specified by the relevant clearing system.

By delivering, or arranging for the delivery on its behalf, of an Ineligible Noteholder Instruction in accordance with the procedures described below, a Noteholder shall be deemed to agree, undertake, acknowledge and represent to the Issuer, the Tabulation Agent and the Solicitation Agent that at (i) the time of submission of such Ineligible Noteholder Instruction, (ii) the Expiration Date and (iii) the time of the relevant Meeting and at the time of the adjourned Meeting (and if a Noteholder is unable to make any such acknowledgement or give any such representation or warranty, such Noteholder or Direct Participant should contact the Tabulation Agent immediately):

(a)          It is an Ineligible Noteholder.

(b)          It is not a person or entity (a Person) (A) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en); or (B) that is otherwise the subject of

any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the SSI List), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended from time to time including by Council Regulation No. 960/2014 and Council Regulation (EU) No 1290/2014 and Council Regulation (EU) No 2015/1797 (the EU Annexes), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes. For these purposes Sanctions Authority means each of: (i) the United States government; (ii) the United Nations; (iii) the European Union (or any of its member states); (iv) the United Kingdom; (v) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; and (vi) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and His Majesty's Treasury.

(c)          It is assuming all the risks inherent in participating in the Consent Solicitation and has undertaken all the appropriate analyses of the implications of the Consent Solicitation without reliance on the Issuer, the Note Trustee, the Security Trustee, the Principal Paying Agent, the Solicitation Agent or the Tabulation Agent.

(d)          It has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent deemed necessary, and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the documentation) based upon its own judgment and upon any advice from such advisers as deemed necessary and not upon any view expressed by the Issuer, the Solicitation Agent, the Tabulation Agent, the Principal Paying Agent, the Security Trustee and the Note Trustee or any of their respective directors, officers, employees, agents or affiliates.

(e)          It has observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other required consents, complied with all requisite formalities and paid any issue, transfer or other taxes or requisite payments due from it in each respect in connection with any vote in relation to the relevant Extraordinary Resolution, in any jurisdiction and that it has not taken or omitted to take any action in breach of the representations or which will or may result in the Issuer, the Solicitation Agent, the Tabulation Agent, the Note Trustee, the Security Trustee, the Principal Paying Agent or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with any votes in relation to the relevant Extraordinary Resolution.

(f)            It has full power and authority to vote in the relevant Meeting (or any such adjourned Meeting).

(g)          Each Ineligible Noteholder Instruction is made on the terms and conditions set out in this Notice and therein.

(h)          Each Ineligible Noteholder Instruction is being submitted in compliance with the applicable laws or regulations of the jurisdiction in which the Noteholder is located or in which it is resident or located and no registration, approval or filing with any regulatory authority of such jurisdiction is required in connection with each such Ineligible Noteholder Instruction.

(i)           By blocking Notes in the relevant Clearing System, it will be deemed to consent to the relevant Clearing System providing details concerning its identity to the Issuer, the Note Trustee, the Security Trustee, the Principal Paying Agent, the Solicitation Agent, the Tabulation Agent and their respective legal advisers.

(j)           It holds and will hold, until the earlier of (i) the date on which its Ineligible Noteholder Instruction is validly revoked, in the limited circumstances in which such revocation is permitted in accordance with the terms of the Consent Solicitation and (ii) conclusion of the relevant Meeting or (if applicable) any adjourned Meeting, as the case may be, the Notes the subject of the Ineligible Noteholder Instruction, in the relevant Clearing System and, if it holds its Notes through Euroclear, or Clearstream in accordance with the requirements of the relevant Clearing System and by the deadline required by the relevant Clearing System, it has submitted, or has caused to be submitted, an Ineligible Noteholder Instruction to the relevant Clearing System, as the case may be, to authorise the blocking of such Notes with effect on and from the date thereof so that no transfers of such Notes may be effected until the occurrence of any of the events listed in (i) or (ii) above.

(k)          It acknowledges that none of the Issuer, the Note Trustee, the Security Trustee, the Solicitation Agent, the Tabulation Agent and/or the Principal Paying Agent or any of their respective affiliates, directors, officers, employees or agents has made any recommendation as to whether to vote on the relevant Extraordinary Resolution and it represents that it has made its own decision with regard to voting on the relevant Extraordinary Resolution based on any independent legal, financial, tax or other advice that it has deemed necessary to seek.

(l)           It acknowledges that all authority conferred or agreed to be conferred pursuant to these acknowledgements, representations, warranties and undertakings and every obligation of the Noteholder offering to vote on the relevant Extraordinary Resolution shall to the extent permitted by applicable law be binding upon the successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives of the Noteholder voting on the relevant Extraordinary Resolution and shall not be affected by, and shall survive, the death or incapacity of the Noteholder voting on that Extraordinary Resolution, as the case may be.

(m)         Each Class of the 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 or 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 (terms used in this and the following paragraph that are, unless otherwise specified, defined in Regulation S are used as defined in Regulation S).

(n)          None of the Issuer, the Solicitation Agent, the Tabulation Agent, the Principal Paying Agent, the Security Trustee and the Note Trustee or any of their respective directors, officers, employees, agents or affiliates has given (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) of the Consent Solicitation.

(o)          None of the Issuer, the Note Trustee, the Security Trustee, the Principal Paying Agent, the Solicitation Agent or the Tabulation Agent is acting as a fiduciary or financial or investment adviser for it.

(p)          The terms and conditions of the Consent Solicitation shall be deemed to be incorporated in, and form a part of, the Ineligible Noteholder Instruction which shall be read and construed accordingly and that the information given by or on behalf of such Noteholder in the Ineligible Noteholder Instruction is true and will be true in all respects at the time of the relevant Meeting (or any adjourned Meeting).

(q)          It acknowledges that the Solicitation Agent may (but is not obliged to) submit Consent Instructions for its own account as well as on behalf of other Beneficial Owners of the Notes.

(r)           No information has been provided to it by the Issuer, the Note Trustee, the Security Trustee, the Solicitation Agent or the Tabulation Agent, or any of their respective directors or employees, with regard to the tax consequences for Noteholders arising from the participation in the Consent Solicitation or the implementation of any Extraordinary Resolution or the receipt by it of the Ineligible Noteholder Payment (if applicable), and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its participation in the Consent Solicitation, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, the Note Trustee, the Security Trustee, the Solicitation Agent or the Tabulation Agent, or any of their respective directors or employees, or any other person in respect of such taxes and payments.

If the relevant Ineligible Noteholder is unable to give any of the representations and warranties described above, such Ineligible Noteholder should contact the Tabulation Agent.

Each Ineligible Noteholder submitting an Ineligible Noteholder Instruction in accordance with its terms shall be deemed to have agreed to indemnify and hold harmless the Issuer, the Solicitation Agent, the Tabulation Agent, the Principal Paying Agent, the Note Trustee, the Security Trustee and any of their respective affiliates, directors, officers, employees or agents against all and any losses, costs, fees, claims, liabilities, damages, expenses, charges, actions or demands (together with value added tax or any similar tax charged or chargeable in respect thereof) which any of them may suffer or incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the representations, warranties and/or undertakings given pursuant to, such vote by such Noteholder.

ADDITIONAL TERMS OF THE CONSENT SOLICITATION

Each Noteholder submitting a Consent Instruction or Ineligible Noteholder Instruction in accordance with its terms shall be deemed to have agreed to indemnify and hold harmless the Issuer, the Solicitation Agent, the Tabulation Agent, the Principal Paying Agent, the Note Trustee, the Security Trustee and any of their respective affiliates, directors, officers, employees or agents against all and any losses, costs, fees, claims, liabilities, damages, expenses, charges, actions or demands (together with value added tax or any similar tax charged or chargeable in respect thereof) which any of them may suffer or incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the representations, warranties and/or undertakings given pursuant to, such vote by such Noteholder.

If any Consent Instructions or Ineligible Noteholder Instructions or other communication (whether electronic or otherwise) addressed to the Issuer, the Solicitation Agent, the Principal Paying Agent or the Tabulation Agent is communicated on behalf of a Noteholder (by an attorney-in-fact, custodian, note trustee, administrator, director or officer of a corporation or any other person acting in a fiduciary or representative capacity) that fact must be indicated in the relevant communication, and a power of attorney or other form of authority, in a form satisfactory to the Issuer, must be delivered to the Issuer, the Solicitation Agent, the Principal Paying Agent or the Tabulation Agent (as applicable) by the Expiration Deadline. Failure to submit such evidence as aforesaid may result in rejection of the acceptance. Neither the Issuer nor any of the Solicitation Agent, the Principal Paying Agent or the Tabulation Agent shall have any responsibility to check the genuineness of any such power of attorney or other form of authority so delivered and may conclusively rely on, and shall be protected in acting in reliance upon, any such power of attorney or other form of authority.

GENERAL INFORMATION

The attention of Noteholders is particularly drawn to the quorum required for the Noteholders Meeting and for any adjourned Meeting which is set out in paragraphs 1, 2, 3, 4 and 5 of "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged to take steps to be represented at the Meeting, as referred to below, as soon as possible.

VOTING AND QUORUM

1.            The provisions governing the convening and holding of each Meeting are set out in the Fifth Schedule (Provisions for Meetings of Noteholders) to the Note Trust Deed, copies of which are available for inspection by the Noteholders during normal business hours at the specified offices of the Tabulation Agent on any weekday (public holidays excepted) up to and including the date of the relevant Meeting and at that Meeting.

Each Class of Notes is represented by a global Note and are held by a common depositary or common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg). For the purpose of the Meeting, a Noteholder shall mean each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular Principal Amount Outstanding of the Notes.

Any Noteholder who wishes to vote in respect of an Extraordinary Resolution should: (i) in the case of a beneficial owner whose Notes are held in book-entry form by a custodian, request such beneficial owner's custodian to vote on an Extraordinary Resolution in accordance with the procedures set out in Section 4 - Procedures in connection with the Consent Solicitation of the Consent Solicitation Memorandum, or (ii) in the case of a Noteholder whose Notes are held in book-entry form directly in the relevant Clearing System, vote on the Extraordinary Resolution in accordance with the procedures set out in Section 4 - Procedures in connection with the Consent Solicitation of the Consent Solicitation Memorandum.

Noteholders should note that the timings and procedures set out below reflect the requirements for Noteholders' meetings set out in the Note Trust Deed, but that the Clearing Systems and the relevant intermediaries may have their own additional requirements as to timings and procedures for voting on the relevant Extraordinary Resolution. Accordingly, Noteholders wishing to vote in respect of an Extraordinary Resolution are strongly urged either to contact their custodian (in the case of a beneficial owner whose Notes are held in book-entry form by a custodian) or the relevant Clearing System (in the case of a Noteholder whose Notes are held in book-entry form directly in the relevant Clearing System), as soon as possible.

2.            The quorum at any Meeting for passing an Extraordinary Resolution shall (subject as provided below) be two or more persons holding or representing voting certificates or being proxies and holding or representing in aggregate a clear majority of the aggregate Principal Amount Outstanding of the relevant Notes for the time being outstanding. If a quorum is not present within 15 minutes after the time fixed for a Meeting, that Meeting will be adjourned for such period being not less than 14 days nor more than 42 days, to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH. In addition, in the event that the quorum required for, and the requisite majority of votes cast at, each Meeting is satisfied but the Eligibility Condition in respect of such Meeting is not satisfied, the chairman of the Meeting (with the approval of the Note Trustee) will adjourn that Meeting for such period being not less than 14 days nor more than 42 days, to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH. The relevant Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Noteholders of the Notes). At any adjourned Meeting, two or more persons present holding voting certificates or being proxies (whatever the Principal Amount Outstanding of the Notes so held or represented) shall form a quorum and shall have power to vote in respect of the Extraordinary Resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had the requisite quorum been present.

3.            To be passed at each Meeting, the Extraordinary Resolution requires a majority consisting of not less than three-fourths of the votes cast in favour. As the Tabulation Agent will be the only voter, every question submitted to each Meeting shall be decided in the first instance by a poll demanded by the chairman of that Meeting. A declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

4.            The implementation of the Noteholder Proposal and each Extraordinary Resolution will be conditional on:

(a)            the passing of each relevant Extraordinary Resolution of the holders of the relevant Class of the Notes; and

(b)            the quorum required for, and the requisite majority of votes cast at, each relevant Meeting being satisfied by Eligible Noteholders only, irrespective of any participation at such Meeting by Ineligible Noteholders (including the satisfaction of such condition at an adjourned Meeting) (the Eligibility Condition),

(together, the Consent Conditions).

5.            If passed, the Extraordinary Resolution will be binding upon all the Noteholders of that Class of Notes and upon all Receiptholders and Couponholders of the Notes whether or not present or voting at the Meeting.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of items (a) to (c) below (together, the Noteholder Information) will be available from the date of this Notice, for inspection from the Tabulation Agent up to and including the date of the Meetings and at the Meetings.

(a)          this Notice;

(b)          the current draft of the New Deed of Tax Covenant, as referred to in the relevant Extraordinary Resolution set out above; and

(c)           the current drafts of the Debt Deed of Release and the Security Deed of Release, each as referred to in the relevant Extraordinary Resolution set out above (the Release Documents).

This Notice should be read in conjunction with the Noteholder Information.

The Noteholder Information may be supplemented from time to time. Existing Noteholders should note that the New Deed of Tax Covenant and the Release Documents may be subject to amendment. Should such amendments be made, blacklined copies (showing the changes from the originally available New Deed of Tax Covenant or the Release Documents) and clean versions will be available for inspection, at the specified office of the Tabulation Agent.

Existing Noteholders will be informed of amendments to the New Deed of Tax Covenant and the Release Documents by announcements released on the regulatory news service of the London Stock Exchange and via the relevant Clearing Systems.

Historical financial information with respect to the Issuer and an investor update presentation dated July 2023 is available at www.traffordcentre.co.uk. The contents of any website do not form part of this Notice.

CONTACT INFORMATION

Further information relating to the Noteholder Proposal can be obtained from the Solicitation Agent directly:

Allia C&C, a trading name of City & Continental Ltd (to be re-named Allia C&C Ltd)

Cheyne House

Crown Court

62-63 Cheapside

London, EC2V 6AX

Telephone: [phone]

Attention: Theo King

Email: [e-mail]

The addresses and contact information of the Principal Paying Agent, the Tabulation Agent, the Security Trustee and the Note Trustee are set out below:

Note Trustee Deutsche Trustee Company Limited Winchester House 1 Great Winchester Street London EC2N 2DB Email: [e-mail] Attention: Managing Director (ABS)	Tabulation Agent Kroll Issuer Services Limited The Shard 32 London Bridge Street London SEI 9SG Telephone number: [phone] Email: [e-mail] Website: https://deals.is.kroll.com/tcfl Attention: Owen Morris
Security Trustee Deutsche Trustee Company Limited Winchester House 1 Great Winchester Street London EC2N 2DB Email: [e-mail] Attention: Managing Director (ABS)	Principal Paying Agent Deutsche Bank AG. London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Email: [e-mail] Attention: Managing Director (ABS)

Noteholders whose Notes are held by Euroclear or Clearstream, Luxembourg should contact the Tabulation Agent at the address details above for further information on how to vote at the Meeting.

ANNOUNCEMENTS

If the Issuer is required to make an announcement relating to matters set out in this Notice, any such announcement will be made in accordance with all applicable rules and regulations via notices to the Clearing Systems for communication to Noteholders and an announcement released on the regulatory news service of the London Stock Exchange.

This Notice is given by:

THE TRAFFORD CENTRE FINANCE LIMITED

Dated: 31 July 2023

 

END