Results of Meetings

Trafford Centre Finance Ltd (The)

22 August 2023

 

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 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)

£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)

£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 Notes, and the holders thereof, the Noteholders) of the Issuer presently outstanding.

On 31 July 2023 the Issuer announced an invitation to Eligible Noteholders (as defined below) of the Notes to consent to, in connection with the conversion of the group headed by Trafford Centre Group (UK) Limited (Topco) to a UK REIT structure, (i) the release by The Trafford Centre Limited (the Borrower) of all Financial Indebtedness owed by Topco to the Borrower and the entry by the Borrower and Topco into the Debt Deed of Release, (ii) the release of the 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 and the entry by the Borrower and the Security Trustee into the Security Deed of Release, and (iii) the entry by the Security Trustee into the New Deed of Tax Covenant, in each case in the form or substantially in the form available for inspection at the specified office of the Tabulation Agent as proposed by the Issuer for approval by extraordinary resolutions of the holders of each Class of Notes (the Consent Solicitation). Meetings of each Class of Noteholders (the Meetings) were held earlier today in connection with the Consent Solicitation, and the Issuer now announces the results of the Meetings.

The full terms and conditions of the Consent Solicitation were contained in the consent solicitation memorandum dated 31 July 2023 (the Consent Solicitation Memorandum) prepared by the Issuer. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Consent Solicitation Memorandum.

Details of the Notes	ISIN	Outstanding Principal Amount	Outcome of Meetings
£340,000,000 Class A2 6.50 per cent. Secured Notes due 2033 (the Class A2 Fixed Rate Notes)	XS0108039776	GBP 220,122,460.00	Extraordinary Resolution Passed 98.68% of total votes were cast by Eligible Noteholders who voted in favour of the Extraordinary Resolution
£188,500,000 Class A3 Floating Rate Secured Notes due 2038 (the Class A3 Floating Rate Notes)	XS0222488396	GBP 188,500,000.00
£120,000,000 Class B 7.03 per cent. Secured Notes due 2029 (the Class B Fixed Rate Notes)	XS0108043968	GBP 41,559,840.00	Extraordinary Resolution Passed 99.59% of total votes were cast by Eligible Noteholders who voted in favour of the Extraordinary Resolution
£20,000,000 Class B2 Floating Rate Secured Notes due 2038 (the Class B2 Floating Rate Notes)	XS0222489014	GBP 20,000,000.00
£20,000,000 Class B3 4.25 per cent. Secured Notes due 2029 (the Class B3 Fixed Rate Notes)	XS1031629808	GBP 20,000,000.00
£69,550,000 Class D1(N) Floating Rate Secured Notes due 2035 (the Class D1(N) Floating Rate Notes)	XS0222489873	GBP 27,836,761.55	Extraordinary Resolution Passed 99.37% of total votes were cast by Eligible Noteholders who voted in favour of the Extraordinary Resolution
£70,000,000 Class D3 4.750 per cent. Secured Notes due 2029 (the Class D3 Fixed Rate Notes)	XS1031633313	GBP 70,000,000.00

Meetings of the Noteholders

The Meetings were held earlier today, and NOTICE IS HEREBY GIVEN to the Noteholders that, at each Meeting in respect of the Notes the relevant Extraordinary Resolution was duly passed and the Eligibility Condition relating to each of the Extraordinary Resolutions was satisfied, and accordingly the New Deed of Tax Covenant, the Debt Deed of Release and the Security Deed of Release will be executed and take effect on and from the date certain other preliminary steps have been taken to enable the Trafford Group to elect into a UK REIT regime.

DISCLAIMER

This announcement must be read in conjunction with the Consent Solicitation Memorandum.

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 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 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.

This Notice is given by

THE TRAFFORD CENTRE FINANCE LIMITED

Dated 22 August 2023

 

END