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Debenhams plc (IRSH)

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Wednesday 14 August, 2019

Debenhams plc

New Guarantors Of The Notes

RNS Number : 0791J
Debenhams plc
14 August 2019
 

14 August 2019

 

Debenhams Group

 

Notice to the Holders of

the £200,000,000 5.25% Senior Notes due 2021

(ISIN: XS1081972850; Common Code: 108197285)

(the "Notes")

issued by Debenhams plc (in administration) (the "Issuer") and unconditionally and irrevocably guaranteed by Celine Group Holdings Limited (formerly known as Debenhams Group Holdings Limited), Debenhams Properties Limited, Debenhams Retail Limited, Debenhams Retail (Ireland) Limited, Debenhams plc (in administration), Aktieselskabet Th. Wessel & Vett, Magasin du Nord and Celine UK Newco 1 Limited (the "Guarantors")

 

NEW GUARANTORS OF THE NOTES

Pursuant to (1) a third supplemental trust deed dated as of 28 March 2019 (the "Third Supplemental Trust Deed"), by and among the Issuer, the subsidiary guarantors named therein, Debenhams plc (in administration), a company incorporated in England and Wales, Aktieselskabet Th. Wessel & Vett, Magasin du Nord, a company incorporated in Denmark and the Trustee, to the Trust Deed, and (2) a fourth supplemental trust deed dated as of 9 April 2019 (the "Fourth Supplemental Trust Deed"), by and among the Issuer, the subsidiary guarantors named therein, Celine UK Newco 1 Limited, a company incorporated in England and Wales and the Trustee to the Trust Deed, Debenhams plc (in administration) and Aktieselskabet Th. Wessel & Vett, Magasin du Nord have been added as additional guarantors of the Notes, with effect from 28 March 2019 and Celine UK Newco 1 Limited (together with Debenhams plc (in administration) and Aktieselskabet Th. Wessel & Vett, Magasin du Nord, the "New Guarantors") has been added as an additional guarantor of the Notes with effect from 9 April 2019.

Pursuant to the Trust Deed, each of the New Guarantors guarantees the Notes on a joint and several, irrevocable, fully unconditional, senior unsecured basis together with the other guarantors included in the listing particulars in respect of the Notes (the "Listing Particulars").

The following is the relevant information for each of the New Guarantors:

Debenhams plc (in administration)

Registered name:

Debenhams plc (in administration)

Place of incorporation:

United Kingdom

Date of incorporation:

10 May 2005

Registered number:

05448421

Registered address:

C/O FTI Consulting LLP, 200 Aldersgate, Aldersgate Street, London EC1A 4HD, United Kingdom

Business activity:

On 9 April 2019, Debenhams plc (in administration) entered Administration, and Chad Griffin, Simon Kirkhope and Andrew Johnson of FTI Consulting LLP were appointed as Joint Administrators. The appointment was made by secured lenders under the provisions of Paragraph 14 of Schedule B1 to the Insolvency Act 1986. Immediately following such appointment, Celine Group Holdings Limited, its subsidiaries and certain dormant companies, which together make up the Debenhams Group, were transferred by Debenhams plc (in administration) to Celine UK NewCo 1 Limited.

Ownership:

Prior to the Administration, the ordinary shares of Debenhams plc (in administration) were listed in the Official List of the Financial Conduct Authority and admitted to trading on the London Stock Exchange's Main Market for listed securities. As at the date of the Administration, Debenhams plc (in administration) continued to be owned by its then existing shareholders, none of which held more than 29.9% of the ordinary shares.

 

Aktieselskabet Th. Wessel & Vett, Magasin du Nord

Registered name:

Aktieselskabet Th. Wessel & Vett, Magasin du Nord

Place of incorporation:

Denmark

Date of incorporation:

The company was founded in 1900

Registered number:

58 19 12 13

Registered address:

Kongens Nytorv 13, 1050 Copenhagen K, Denmark

Business activity:

The principal activities of Aktieselskabet Th. Wessel & Vett, Magasin du Nord is operating department stores and related businesses inside or outside Denmark.

Ownership:

Aktieselskabet Th. Wessel & Vett, Magasin du Nord is an indirect wholly-owned subsidiary of Celine UK Newco 1 Limited.

 

Celine UK Newco 1 Limited

Registered name:

Celine UK Newco 1 Limited

Place of incorporation:

United Kingdom

Date of incorporation:

22 March 2019

Registered number:

11899940

Registered address:

35 Great St. Helen's, London EC3A 6AP, United Kingdom

Business activity:

Celine UK Newco 1 Limited is a holding company of the operational entities of the Debenhams group that may incur and act as an obligor under certain debt financing and perform other customary holding company activities. Celine UK Newco 1 Limited does not conduct any operational activity.

Ownership:

Celine UK Newco 1 Limited is 100% owned by Celine Jersey Midco Limited, a company incorporated under the laws of Jersey and there are no private individuals who are the beneficial owners of 25% or more of the shares in Celine UK Newco 1 Limited.

As of the Issuer's audited consolidated financial statements for the year ended 1 September 2018, (1) the Issuer, (2) the Issuer's guarantor subsidiaries (including Aktieselskabet Th. Wessel & Vett, Magasin du Nord) and (3) the Issuer's non-guarantor subsidiaries represented (1.6)% (£(2.5) million), 99.1% (£155.6 million) and 2.5% (£4.0 million), respectively, of consolidated EBITDA and 146% (£713.29 million), 188% (£921.39 million) and 1% (£6.43 million), respectively, of consolidated net assets. In the audited consolidated financial statements for the year ended 1 September 2018, consolidation adjustments were made to consolidated net assets of (235%) (£(1,151.75) million).

Celine UK Newco 1 Limited was incorporated on 22 March 2019 and is a holding company. Its results were not included in the Issuer's audited consolidated financial statements for the year ended 1 September 2018.

EACH NEW GUARANTOR ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT THAT RELATES TO IT, AND, AS FAR AS EACH NEW GUARANTOR IS AWARE, NO FACTS HAVE BEEN OMITTED FROM THIS ANNOUNCEMENT WHICH WOULD RENDER SUCH INFORMATION INACCURATE OR MISLEADING.

 

 

 

 

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


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