ANNOUNCEMENT OF CONSENT SOLICITATION
RNS Number: 6674Z
Peel South East Limited
6 March 2025
NOT FOR DISTRIBUTION (A) IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
6 MARCH 2025
PEEL SOUTH EAST LIMITED
(incorporated with limited liability in England and Wales with company number 216214)
(the Company)
ANNOUNCEMENT OF CONSENT SOLICITATION RELATING TO
£110,000,000 10 PER CENT. FIRST MORTGAGE DEBENTURE STOCK 2026
ISIN: GB0005320196
of the Company presently outstanding
(being, as at the date of this announcement, £97,995,454 in principal amount)
(the Stock)
The Company announces today that it is convening a meeting of holders of the Stock (the Stockholders) for the approval by Eligible Stockholders, by Extraordinary Resolution pursuant to the terms and conditions of the Stock (the Conditions) and the Trust Deed dated 27 May 1986 constituting the Stock (as supplemented and amended from time to time, the Trust Deed), of a proposal (the Proposal):
(a) to amend the Conditions to include a new provision allowing the Company to redeem the Stock prior to its maturity date at a price which is the greater of (a) its principal amount and (b) an amount calculated by reference to the yield on an appropriate UK government stock, in each case, together with accrued interest thereon; and
(b) to amend the Trust Deed to allow for the release of the Mortgaged Property which is currently securing the Company's obligations in respect of the Stock immediately following the receipt by the Trustee of confirmation from a recognised firm of solicitors that payment (by the Company or any funder to the Company or any lawyers acting on its or their behalf) of the full redemption monies (together with accrued interest on the Stock) will forthwith be made to the Registrar for onward payment to Stockholders,
each as more fully described in the Consent Solicitation Statement prepared by the Company dated 6 March 2025 (the Consent Solicitation Statement).
Capitalised terms used in this announcement and not otherwise defined herein have the meanings given to them in the Consent Solicitation Statement.
Background to, and reasons for, the Proposal
The Stock is currently scheduled to mature on 30 April 2026 (the Maturity Date). The Company wishes to take proactive steps to ensure that it is able to refinance the Stock at a time and on terms which are advantageous to it. It therefore wishes to amend the terms and conditions of the Stock (the Conditions) so that it is able to optionally redeem the Stock prior to the Maturity Date, and to ensure that the Mortgaged Property which is currently securing its obligations in respect of the Stock can be released for use as security in respect of any required refinancing.
As part of the Proposal, the Company proposes the inclusion of the following wording at the end of Condition 1:
"The Company may, having given not less than 5 nor more than 30 days' notice in writing to the Stockholders (which notice shall be irrevocable and shall specify the date fixed for redemption (the Redemption Date)), redeem the Stock (in whole but not in part) at any time at a price which shall be the higher of the following:
(a) its nominal amount: and
(b) the nominal amount of the Stock multiplied by the price (as determined in writing by the Financial Adviser) at which the Gross Redemption Yield on the Stock (if the Stock were to remain outstanding until its stated maturity) on the Determination Date is equal to the Gross Redemption Yield at 11.00 a.m. (London time) on the Determination Date of the Reference Instrument plus 0.15 per cent.,
together with interest accrued up to and including the Redemption Date.
For the purpose of this Condition 1:
Determination Date means the date which is the second business day in London prior to the date on which notice of redemption has been posted by the Company;
Financial Adviser means NatWest Markets Plc or such other independent financial adviser appointed by the Company at the Company's expense and whose identity is approved in writing by the Trustee;
Gross Redemption Yield means a yield calculated by the Financial Adviser on the basis set out by the UK Debt Management Office in the paper "Formulae for Calculating Gilt Prices from Yields" page 4, Section One: Price/Yield Formulae (Conventional Gilts) (published on 8 June 1998 and updated on 15 January 2002, 16 March 2005 and 18 December 2024) (as amended or supplemented from time to time), expressed as a percentage (rounded to three decimal places, 0.0005 being rounded upwards); and
Reference Instrument means the 1½% Treasury Gilt 2026 (or, where the Financial Adviser advises the Company that, for reasons of illiquidity or otherwise, such stock is not appropriate for such purpose, such other government stock as such Financial Adviser may recommend)."
The Investment Association
Prior to the date of this announcement, the Proposal has been considered by a Special Committee (the Special Committee) consisting of Stockholders and convened by The Investment Association at the request of the Company. The members of the Special Committee, who hold in aggregate approximately 91.6 per cent. of the aggregate principal amount of the Stock currently outstanding, have examined the Proposal and the Extraordinary Resolution. They have informed the Company that they find the Proposal acceptable and, subject to internal and other approvals (including those of their underlying investors, if applicable) and the Stockholders exercising their voting rights in the best interests of their underlying investors at the point of voting (if applicable), they intend to vote in favour of the Extraordinary Resolution in respect of their holdings of the Stock. As such, please bear in mind that while Stockholders are asked to confirm, after due enquiry, the amount of their holdings they will be able to commit to vote in favour of the Proposal, any indication given by a Stockholder of its intention to vote is not binding on the Stockholder. The Special Committee has advised the Company that this recommendation relates only to the proposal set out in the Consent Solicitation Statement and not to any future offers or proposals which the Company may make.
Amendments to or Withdrawal of the Proposal
Subject to applicable law, the Company may, in its sole discretion:
(a) amend any term or condition of the Proposal (other than the terms of the Extraordinary Resolution) at any time not later than 48 hours before the Expiration Time; or
(b) withdraw the Proposal, including with respect to CREST Proxy Instructions or forms of proxy submitted before the time of such termination.
Any such extension, amendment or withdrawal shall be promptly notified to Stockholders.
Indicative Timetable
Below is an indicative timetable showing one possible outcome for the timing of the Proposal, based on the dates printed in the Consent Solicitation Statement and assuming that the Meeting is not adjourned. This timetable is subject to change and dates and times may be extended or changed by the Company in accordance with the terms of the Proposal, as described in the Consent Solicitation Statement. Accordingly, the actual timetable may differ significantly from the timetable below.
|
Event |
Date |
|
Announcement of Proposal, publication of Notice of Meeting, Consent Solicitation Statement despatched to Stockholders and documents become available for inspection at the offices of Addleshaw Goddard LLP |
6 March 2025 |
|
Latest time and date for submission of forms of proxy or CREST Proxy Instructions |
10:00 a.m. on 27 March 2025 |
|
Voting record time |
6:00 p.m. on 27 March 2025 |
|
Date and time of the Meeting |
10:00 a.m. on 31 March 2025 |
|
If the Extraordinary Resolution is passed and the Eligibility Condition is satisfied... |
|
|
Execution of Supplemental Trust Deed |
Immediately thereafter |
|
RNS announcement of results of the Meeting |
Within one Business Day of the Meeting |
|
Publication of notice of results of the Meeting |
Shortly following the date of the Meeting |
|
…at the discretion of the Company… |
|
|
Notice of early redemption to be given |
Expected to be shortly following the date of the Meeting |
|
Early redemption date |
Expected to be 5 days after the notice of early redemption (and within 45 days of the date of the Meeting) |
In respect of Stock held in CREST, Eligible Stockholders are advised to check with any CREST sponsor, voting service provider, bank, securities broker or other intermediary through which they hold Stock when such intermediary would need to receive instructions from a Stockholder in order for that Stockholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Proposal and/or otherwise vote in respect of the Extraordinary Resolution by the deadlines specified in the Consent Solicitation Statement.
Quorum and voting majority requirements
The quorum required at the Meeting shall be a person or persons present holding or representing by proxy in the aggregate a clear majority in nominal amount of the Stock for the time being outstanding. At any adjourned Meeting, the quorum shall be any person or persons present being, or holding proxies for, Stockholders (whatever the nominal amount of the Stock held by them), irrespective of any participation at this Meeting by Ineligible Stockholders.
If within two minutes after the time appointed for the Meeting or such longer time not exceeding 20 minutes as the chairman may determine to wait from the time appointed for the Meeting, a quorum is not present, the Meeting shall stand adjourned for such period, being not less than seven days or more than twenty-eight days thereafter, and to such time and place as may be appointed by the chairman. At least seven days' notice of such adjourned Meeting shall be given to Stockholders.
To be passed at the Meeting, the Extraordinary Resolution requires a majority consisting of not less than three-fourths of the persons voting upon a show of hands or, if a poll is demanded, by a majority consisting of not less than three-fourths in number of the votes given on such poll. If passed (subject to the satisfaction of the Eligibility Condition), the Extraordinary Resolution shall be binding upon all Stockholders, whether present or not present at the Meeting.
Further Information
Requests for information in relation to the Proposal should be directed to the Sole Solicitation Agent at:
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
Telephone: +44 (0) 207 678 5222
Email: NWMLiabilityManagement@NatwestMarkets.com
Attention: Liability Management
Any questions about the forms of proxy or CREST Proxy Instructions may be directed to the Registrar, on behalf of the Company, at:
MUFG Corporate Markets (UK) Limited
Telephone: 0371 664 0300 and +44 (0)371 664 0300 (international)
Email: shareholderenquiries@cm.mpms.mufg.com
Attention: Customer Support Centre (CSC)
Disclaimer
This announcement must be read in conjunction with the Consent Solicitation Statement that contains important information which should be read carefully before any decision is made with respect to the Proposal. If any Stockholder is in any doubt as to the action it should take, 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, independent financial, tax or legal adviser authorised under the Financial Services and Markets Act 2000 (the FSMA) (if in the United Kingdom) or other appropriately authorised financial adviser. Any person whose Stock is 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 Proposal.
In accordance with normal practice, neither the Trustee nor the Registrar has been involved in the formulation of the Proposal or the Extraordinary Resolution. Each of the Trustee, the Registrar and the Sole Solicitation Agent express no opinion on, and make no representations as to the merits of, the Proposal or the Extraordinary Resolution.
This announcement and the Consent Solicitation Statement do not constitute an offer to buy or a solicitation of an offer to sell the Stock.
The Stock has not been, and will not be, registered under the Securities Act of 1933, as amended, (the Securities Act) or the securities laws of any state or other jurisdiction of the United States, and the Stock may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.
Neither this announcement nor the Consent Solicitation Statement constitutes an invitation to participate in the Proposal in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Consent Solicitation Statement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Consent Solicitation Statement comes must inform themselves about and observe any such restrictions.
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