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Wolv.& Dudley Brews. (WOLV)

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Friday 08 July, 2005

Wolv.& Dudley Brews.

Debt Refinancing

Wolverhampton& Dudley Breweries PLC
08 July 2005

                                                                     8 July 2005


                                Debt Refinancing

As announced in the Interim Results in May, The Wolverhampton & Dudley
Breweries, PLC ('W&DB', and together with its subsidiaries the 'W&DB Group' or '
the Group') has been reviewing the most appropriate long-term financing
structure for the Group. W&DB has concluded that, in line with other companies
in the pub sector, a securitisation together with a bank facility is the
preferred solution to its future financing arrangements. W&DB therefore proposes
a major refinancing of its Group debt via a securitisation of at least £530m and
up to £805m backed by a part of the Group's managed and tenanted pub estate. It
is intended that the proceeds of the securitisation will be used to repay W&DB's
existing bank debt and fund the redemption or exchange of the Group's six series
of existing debentures ('Existing Debentures'). In addition, in order to retain
flexibility, W&DB also proposes to put in place a new bank facility of at least
£250 million. Any excess proceeds that may be raised from the refinancing will
be used for general corporate purposes. It is anticipated that the refinancing
will be completed in this financial year.

Today the W&DB Group is posting a Consent Solicitation Document to all holders
of its six debentures setting out the proposed terms of the redemption and
exchange and seeking their respective consents.

Paul Inglett, Finance Director, said: 'This proposed refinancing of our existing
debt will reduce interest costs and is consistent with our strategy of retaining
the high quality freehold asset base of the business, whilst providing greater
flexibility for further development.'


The W&DB Group currently has a range of debt financing in place, comprising bank
facilities and Existing Debentures. The proposed refinancing will include a
securitisation of between £530m and £805m secured by up to 70% (by number of
pubs) of the W&DB Group's managed and tenanted pubs ('Securitisation'), the
redemption or exchange of the Existing Debentures and the repayment of W&DB's
existing bank facilities. The new financing structure will allow the W&DB Group

•         refinance its bank debt and Existing Debentures;

•         utilise the credit strength of its high quality pub portfolio;

•         reduce its weighted average cost of debt;

•         lengthen the Group's debt maturity profile;

•         simplify the Group's overall financial structure; and

•         retain sufficient financing flexibility for the future.

The actual one-off cost and the ongoing benefits of the proposed refinancing
will be dependent on the outcome of the Consent Solicitation process, the
underlying interest rates prevailing at the time of completion and the actual
credit spreads achieved in the Securitisation and will be confirmed nearer to
the completion of the transaction.


The proposed securitisation structure is expected to be in line with comparable
prior transactions in the pub sector. On the assumption of a proposed
securitisation of £805m, the debt structure will comprise four classes of notes
(A1, A2, A3 and B) issued by W&DB Issuer PLC, a special purpose company. W&DB
expects that the Class A1, Class A2 and Class A3 Notes will be rated A and the
Class B Notes will be rated BBB. The initial Net Debt/EBITDA ratio on the senior
tranches (Class A1, A2 and A3) is expected to be approximately 5.7x, compared to
approximately 7.0x on the Class B tranche. The securitisation debt will be fully
hedged, utilising the W&DB Group's existing swaps as well as new hedging

An independent portfolio valuation has been performed for 1,592 pubs from the W&
DB Group estate which could be allocated to the Securitisation, depending on the
final amount of the Securitisation. The value of these pubs is £1.17bn, which is
consistent with management's expectations.

Consent solicitation

W&DB, Mansfield Brewery Limited and Burtonwood Group Limited have published
today a Consent Solicitation Document as part of the refinancing plan containing
proposals seeking the consent of the holders of the Existing Debentures to:

•         redeem the two existing shorter-dated debentures, totalling £35m, for
cash ('the Redemption Offer')

•         exchange the four longer-dated debentures, totalling £210m, into new
securitisation notes or for cash ('the Exchange Offer')

The Consent Solicitation Document may be obtained on request from The Royal Bank
of Scotland plc who are acting as the Group's Consent Solicitation Agent.

Following receipt of the results of the debentureholder votes, W&DB will
announce its course of action with regard to the redemption and exchange of the
Existing Debentures and the final size and structure of the Securitisation.

Proposed Terms of the Redemption Offer

The holders of Mansfield's 2010 Debenture and W&DB's 2012 Debenture (the '
Shorter Dated Debentures') whose debentures are redeemed pursuant to the
proposal will receive an amount in cash ('Debenture Redemption Price'). The
Debenture Redemption Price will be based on the yield to maturity of the
relevant benchmark security plus the relevant Redemption Spread as set forth in
the table below. In addition, holders of the Shorter Dated Debentures will have
an opportunity to receive an Early Solicitation Fee as set forth in the table.

                                               Redemption Pricing Table

Debenture Series            Nominal amount  Benchmark security            Redemption Spread      Early Solicitation Fee
                                                                   (over relevant benchmark (% of the nominal amount of
                                                                                  security)                 debentures)

Mansfield 2010                        £20m      UKT 4.75% 2010                       0.575%                       0.25%
W&DB 2012                             £15m      UKT 5.00% 2012                       0.625%                       0.30%

Proposed Terms of the Exchange Offer

The holders of W&DB's 2019 Debenture, Burtonwood's 2024 Debenture, W&DB's 2027
Debenture and Mansfield's 2028 Debenture  (the 'Longer Dated Debentures') whose
debentures are exchanged pursuant to the proposal will receive either (a) Class
A2 or A3 Notes issued in the Securitisation ('New Fixed Rate Notes') or (b)
cash, in each case having a value equal to the Exchange Debenture Price. The
Exchange Debenture Price will be based on the yield to maturity of the relevant
benchmark security plus the spread on the relevant New Fixed Rate Note ('New
Fixed Rate Note Spread') and an additional fixed spread ('Fixed Differential')
as set forth in the table below. The New Fixed Rate Note Spread will be
determined on the Pricing Date and will be set at the same levels at which the
New Fixed Notes are being sold to third party investors who are not holders of
Longer Dated Debentures. In addition, holders of the Longer Dated Debentures
will receive the Exchange Fee and have an opportunity to receive the Early
Solicitation Fee set forth in the table, both of which are expressed as a
percentage of the nominal amount of debentures exchanged.

                                                Exchange Pricing Table

Debenture Series              Nominal      Benchmark Fixed Differential           Early    Exchange Fee           Fixed
                               amount       security                       Solicitation                    Differential
                                                                                    Fee                     net of fees
                                                        (over New Fixed     (% of the nominal amount of (over New Fixed
                                                      Rate Note Spread)                     debentures)       Rate Note
W&DB 2019                       £125m UKT 8.00% 2021             0.185%           0.50%           0.60%          0.075%
Burtonwood 2024                  £25m UKT 5.00% 2025             0.175%           0.60%           0.60%          0.075%
W&DB 2027                        £30m UKT 6.00% 2028             0.175%           0.60%           0.60%          0.075%
Mansfield 2028                   £30m UKT 6.00% 2028             0.175%           0.60%           0.60%          0.075%

There are a number of potential benefits for holders of Longer Dated Debentures
who elect to receive New Fixed Rate Notes under the Exchange Offer including;

•         an investment grade credit rating of 'A' on the New Fixed Rate Notes;

•         lower refinancing risk due to an amortising debt profile;

•         greater reporting transparency and disclosure;

•         inclusion in major credit indices; and

•         greater liquidity.

ABI committee

The terms of the Redemption Offer and the Exchange Offer have been considered by
two separate Special Committees of the ABI, one in respect of the impact of the
Exchange Offer and one in respect of the impact of the Redemption Offer. The
members of the Special Committees, representing 38% by nominal value of the
Existing Debentures, have informed W&DB that they find the proposals acceptable,
that they intend to vote in favour of the Extraordinary Resolutions in respect
of their holdings and that they will be inviting other members of the ABI to
consider a similar course of action.


Separate meetings are being convened on 1st August for the purposes of enabling
the holders of the different series of Existing Debentures to consider and, if
they so wish, to vote to pass the Extraordinary Resolution applicable to their
series of Existing Debentures. The deadline for submission of votes in order to
qualify for the Early Solicitation Fee is 5:00pm on 22nd July 2005.

Contact details

The Wolverhampton & Dudley Breweries, PLC

Ralph Findlay, Chief Executive        01902 329 516      [email protected]
Paul Inglett, Finance Director        01902 329 516      [email protected]

The Royal Bank of Scotland plc (Solicitation Agent)

All questions from bondholders should be directed to The Royal Bank of Scotland

Andrew Burton                         020 7085 8056     [email protected]
Malcolm Jackson                       020 7085 4208     [email protected]

NM Rothschild & Sons Limited (Financial Adviser to W&DB)

Kenneth White                      020 7280 5701 [email protected]
Tom Smyth                          020 7280 5719 [email protected]

gcg hudson sandler (PR Adviser to W&DB)

Andrew Hayes                          020 7796 4133     [email protected]
Nick Lyon                             020 7796 4133     [email protected]

Important Notice

The contents of this press release have been prepared by and are the sole
responsibility of the W&DB Group. This press release does not constitute an
offer to sell or the solicitation of an offer to buy securities of W&DB,
Mansfield Brewery Limited, Burtonwood Group Limited or W&DB Issuer PLC. Nothing
in this press release constitutes advice on the merits of buying or selling a
particular investment or exercising any right conferred by the securities
described. Any investment decision as to any purchase of securities referred to
herein must be made solely on the basis of information contained in the final
form of the Offering Circular and no reliance may be placed on the completeness
or accuracy of the information contained in this press release.

Securities are not suitable for everyone. The value of securities can go down as
well as up. You should not deal in securities unless you understand their nature
and the extent of your exposure to risk. You should be satisfied that they are
suitable for you in the light of your circumstances and financial position. If
you are in any doubt you should consult an appropriately qualified financial

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