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Debenhams plc (IRSH)

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Friday 06 September, 2019

Debenhams plc

Required Consents Received

RNS Number : 5418L
Debenhams plc
06 September 2019

September 6, 2019


Required Consents received in Consent Solicitation

Debenhams Retail Limited ("DRL") hereby announces that the consent solicitation it announced on September 3, 2019 (the "Consent Solicitation") with respect to the £225,000,000 5.25% Senior Notes due 2021, of which £200,000,000 remains outstanding (ISIN: XS1081972850; Common Code: 108197285) (the "Notes") issued by Debenhams plc (in administration) (the "Company") has been successful.

As a result, DRL has obtained the required consents necessary to amend certain provisions of the trust deed dated July 2, 2014 between the Company, the Subsidiary Guarantors named therein and Citicorp Trustee Company Limited, as amended, supplemented, waived or otherwise modified from time to time prior to this Consent Solicitation (the "Trust Deed") and, subject to receiving consent of the other parties thereto in due course, to amend certain provisions of the intercreditor agreement dated March 29, 2019 between the Company, Lucid Trustee Services Limited (the "Trustee"), GLAS Trust Corporation Limited (the "Security Agent") and various creditors of the Company named therein, as amended, supplemented, waived or otherwise modified from time to time (the "Intercreditor Agreement") as set forth in the consent solicitation statement dated September 3, 2019 (the "Consent Solicitation Statement").

Capitalized terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Statement.

The Proposed Amendments were sought to (i) permit the drawing of a further £50 million of secured indebtedness by a member of the Group and to allow some of its indebtedness to incur interest that capitalizes and (ii) elevate some or all of the Secured Hedging Liabilities to be paid on a super senior basis, prior to and senior to the liabilities owed to the New Money Facility Agreement lenders, agents and arranger and to the liabilities owed to certain agents including the Security Agent and the Trustee.

The adoption of the Proposed Amendments required the consents of Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class. A majority of Holders voting as a single class have submitted their consents prior to the Expiration Time. As a result, the Proposed Amendments, to be implemented by the execution of the Fifth Supplemental Trust Deed and the Second Supplemental Intercreditor Agreement, will bind all Holders of the Notes, including those that did not deliver their consent.

Further Information

A complete description of the terms and conditions of the Consent Solicitation is set out in the Consent Solicitation Statement. A copy of the Consent Solicitation Statement is available to Holders upon request from the Information and Tabulation Agent.

Further details about the transaction can be obtained from:


The Information and Tabulation Agent


Lucid Issuer Services Limited

Tankerton Works,

12 Argyle Walk,

London WC1H 8HA

Telephone: +44 20 7704 0880
Attention: David Shilson

Email: [email protected]



None of the Information and Tabulation Agent, the Trustee or the Security Agent take responsibility for the contents of this announcement and none of DRL, the Company, the Subsidiary Guarantors, the Information and Tabulation Agent, the Trustee, the Security Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Consent Solicitation. This announcement must be read in conjunction with the Consent Solicitation Statement. No offer to acquire any Notes is being made pursuant to this notice. This announcement and the Consent Solicitation Statement contain important information, which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Holder of the Notes is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.


Forward-Looking Statements


DRL cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause results to differ materially from those expressed or implied by such forward-looking statements. There can be no assurance that the transactions contemplated in this announcement will be completed. DRL assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.

Distribution Restrictions

This announcement does not constitute or contemplate an invitation to participate in the Consent Solicitation 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 in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of DRL, the Company, the Subsidiary Guarantors, the Original Trustee, the Successor Trustee, the Security Agent and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.


Nothing in this announcement constitutes or contemplates an invitation to participate in the Consent Solicitation by a Holder in any circumstances in which such participation is unlawful.



This announcement has been issued through the Companies Announcement Service of Euronext Dublin.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit

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