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Tuesday 15 May, 2018

Clifden

Fairhold Tender Offer Update

RNS Number : 0039O
Clifden
15 May 2018
 

NOT FOR DISTRIBUTION 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) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

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THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE BENEFICIAL OWNERS OF THE NOTES REFERRED TO HEREIN. IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS ANNOUNCEMENT ARE REQUESTED TO PASS THIS ANNOUNCEMENT TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial or legal adviser.

If you have recently sold or otherwise transferred your entire holding(s) of any of the Notes referred to below, you should immediately forward this announcement to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

 

15 May 2018

 

FAIRHOLD SECURITISATION LIMITED (the "Issuer") - £413,700,000 CLASS A SECURED FLOATING RATE NOTES DUE 2017 AND £29,800,000 CLASS B SECURED FLOATING RATE NOTES DUE 2017 (the "Notes")

 

Pursuant to a tender offer memorandum dated 19 February 2018 (the "Tender Offer Memorandum"), Clifden IOM No.1 Limited ("Clifden") has launched a tender offer (the "Offers") for each of the Notes to each holder of Notes (each a "Noteholder").

Clifden made further announcements in relation to the Offers on 26 February 2018, 27 February 2018, 15 March 2018, 19 March 2018, 21 March 2018 and 3 May 2018 (the "3 May Announcement"). Capitalised terms which are used but not defined in this announcement have the same meaning as in the 3 May Announcement.

Noteholders are reminded that the Expiration Deadline for receipt by the Tender Agent of valid Tender Instructions in order for Noteholders to be able to participate in the Offers is 17:00 (London time) on 18 May 2018.

Clifden encourages Noteholders to read and review the 3 May Announcement. In particular, Clifden wishes to draw Noteholders' attention to the following points:

1.   Only £64 million of Class A Notes required to reach the Required Holding: as indicated in the 3 May Announcement, approximately £40 million of the Class A Notes have been tendered for purchase. An additional approximately £64 million Class A Notes (representing approximately 15% of the aggregate amount of Class A Notes outstanding) are required to be tendered to allow Clifden to establish its Required Holding of Class A Notes. If the Required Holding of Class A Notes is not achieved by the Expiration Deadline, holders of Notes tendered after the 3 May Announcement have the option to revoke their tender instructions.

2.   Obligation to purchase once Required Holding is reached: once the Required Holding of Class A Notes is achieved, Clifden will be obliged to accept Notes validly tendered for purchase and therefore there will certainty of execution.

3.   Interim distribution: there will be an interim distribution to Noteholders of 10% of the nominal principal amount of Notes once the Required Holding of Class A Notes is achieved and consequently accepted for purchase, payable within 14 calendar days; the remainder of the purchase price will be paid on the Settlement Date, which will be no later than 28 September 2018.

4.   Failure to participate in the Offers may result in nil recovery: as explained in 3 May Announcement, Clifden considers that if the Issuer is required to pay amounts claimed by the Issuer Swap Counterparties, net distributions to Noteholders are likely to be materially less than the purchase price payable under the Offers, and may be nil. The net proceeds of enforcement of the security for the Notes are, in Clifden's view, unlikely to be sufficient to enable the Issuer to make any payment to the holders of the Class A Notes, given the stated amount of the termination payments due to the Issuer Swap Counterparties and other amounts payable in priority to payments on the Class A Notes.

5.   Noteholders would be in a better credit position: In Clifden's view Noteholders will be in a better credit position than currently, because:

a)   under the enforcement process described in the 3 May Announcement Fairhold Credit Investments Limited ("FCIL") will acquire the principal assets of the Issuer (the Borrower Swaps, Funding Loans and any cash at bank) but the Swap Counterparties will remain creditors of the Issuer;

b)   FCIL will guarantee settlement by Clifden on the Settlement Date. FCIL will not have any secured creditors before the Settlement Date. Noteholders will rank pari passu with any other FCIL unsecured creditors that there may be; and

c)   as a further guarantee of settlement, the Offeror will procure that holders of Notes accepted for purchase will have direct recourse to Fairhold Finance Limited and to the Property Owners on completion of the enforcement process described in the 3 May Announcement.

Clifden therefore encourages Noteholders who have not yet done so, to tender their Notes for purchase in accordance with the terms of the Offers as soon as practicable.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to any Offer. If any holder of the Notes of any Relevant Series is in any doubt as to the action it should take or is unsure of the impact of the relevant Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Notes pursuant to the relevant Offer.

None of the Offeror, the Tender Agent or any of their respective directors, employees or affiliates makes any recommendation as to whether holders of Notes should tender Notes for purchase pursuant to any of the Offers. Noteholders are required to make their own independent analysis of all facts and circumstances relevant to the Offers, and whether or not to tender their Notes for purchase.

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This announcement is made by Clifden IOM No.1 Limited:

CLIFDEN IOM NO.1 LIMITED
Atlantic House,
Circular Road,
Douglas, Isle of Man.
IM1 1AG
[email protected]


This information is provided by RNS
The company news service from the London Stock Exchange
 
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