Results of Meetings: 2032, 2047 and 2051 Notes

Annington Funding PLC

01 July 2025

 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.  IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE OR ARE UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF THE EXTRAORDINARY RESOLUTION TO BE PROPOSED, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED  (IF THEY ARE IN THE UNITED KINGDOM) OR OTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.

1 July 2025

ANNINGTON FUNDING PLC

(THE "ISSUER")

announces the results of the meetings of the holders of outstanding

£400,000,000 2.308 per cent. notes due 6 October 2032 (ISIN: XS2393618389) (the "2032 Notes")

£760,000,000 3.935 per cent. notes due 12 July 2047 (ISIN: XS1645518819) (the "2047 Notes")

£400,000,000 2.924 per cent. notes due 6 October 2051 (ISIN: XS2393618462) (the "2051 Notes")

in each case, issued by the Issuer and guaranteed by Annington Limited ("AL"), Annington Property Limited ("APL") and Annington Homes Limited ("AHL" and together with AL and APL, the "Guarantors" and each a "Guarantor") under the Issuer's £5,000,000,000 Euro Medium Term Note Programme

The meetings of each of the 2032 Noteholders, the 2047 Noteholders and the 2051 Noteholders announced in notices published on 6 June 2025 (each a "Noteholder Meeting Notice" and together, the "Noteholder Meeting Notices") were held on 30 June 2025 at the offices of Sullivan & Cromwell LLP, 1 New Fetter Lane, London, EC4A 1AN (each a "Meeting" and together, the "Meetings").

Capitalised terms used in this announcement and not otherwise defined have the meanings given to them in the Noteholder Meeting Notices.

The proposed Extraordinary Resolution in respect of each of the 2032 Notes, the 2047 Notes and the 2051 Notes was conditional on the Written Resolution being validly passed in accordance with, and the Issuer being satisfied that the Written Resolution satisfies the requirements of, paragraph 20 of Schedule 3 to the Trust Deeds as set out in the respective Noteholder Meeting Notices.  As further set out in the Issuer's announcement dated 27 June 2025 (the "Condition Update RNS"), the Resolution Condition (as defined in the Condition Update RNS) is incapable of being satisfied, irrespective of the results of the voting in respect of the Extraordinary Resolutions proposed at the meetings with respect to the 2032 Notes, the 2047 Notes and the 2051 Notes and each of the Extraordinary Resolutions in relation to the 2032 Notes, the 2047 Notes and the 2051 Notes is incapable of being effective at this time. Further, as a result of the Issuer's conclusion that the Written Resolution was not validly passed as an Extraordinary Resolution in accordance with the Trust Deeds, the Issuer is of the opinion that it is invalid and void and the purported removal of the Trustee on the basis of the Written Resolution is ineffective.

The Issuer hereby announces that the necessary quorum was satisfied at each of the Meetings but the relevant Extraordinary Resolutions were not approved by the 2032 Noteholders, 2047 Noteholders and 2051 Noteholders at the applicable Meetings.

This notice, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, English law.

The contact details for the Information and Tabulation Agent are set out below:

THE INFORMATION AND TABULATION AGENT

Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London
SE1 9SG
United Kingdom
Telephone: [phone]
Email: [e-mail]
Website: https://deals.is.kroll.com/annington

This Notice is given by:

ANNINGTON FUNDING PLC as Issuer

For further information, holders of the 2032 Notes, the 2047 Notes and/or the 2051 Notes should contact:

Annington Funding plc

Hays Lane House
1 Hays Lane
London
SE1 2HB

Investor Relations:	Stephen Leung
	Chief Financial Officer
	[phone]
Media:	[e-mail]  Annington Funding plc Hays Lane House 1 Hays Lane London SE1 2HB

 

END