TIDM42RJ
RNS Number : 9501C
Aster Treasury PLC
22 October 2020
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU)
596/2014.
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")). NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT (SEE
"CONSENT SOLICITATION AND DISTRIBUTION RESTRICTIONS" BELOW).
ASTER TREASURY PLC
(incorporated in England with limited liability under the
Companies Act 2006, registered number 8749672)
announces a consent solicitation in respect of the
outstanding
GBP450,000,000 4.50 per cent. Guaranteed Secured Bonds due
2043
(the "Bonds")
unconditionally and irrevocably guaranteed by
ASTER GROUP LIMITED
(incorporated in England with limited liability under the
Co-operative and Community Benefit Societies Act 2014 with
registered number 29573R and registered with the Regulator of
Social Housing under the Housing and Regeneration Act 2008, as
amended by the Localism Act 2011, with number L4393)
("AGL" and, in its capacity as guarantor, the "Guarantor")
22 October 2020. Aster Treasury plc (the "Issuer") announces
today an invitation (such invitation the "Consent Solicitation") to
Eligible Bondholders (as defined below) to consent to the
modification of (a) the terms and conditions of the Bonds (the
"Conditions") (as set out in Part 2 of Schedule 2 to each of (i)
the Bond Trust Deed dated 18 December 2013 (the "Original Bond
Trust Deed") between the Issuer, the Guarantor and Prudential
Trustee Company Limited (the "Bond Trustee") and (ii) the
Supplemental Bond Trust Deed dated 23 May 2018 (the "Supplemental
Bond Trust Deed" and, the Original Bond Trust Deed as supplemented
by the Supplemental Bond Trust Deed, the "Bond Trust Deed") between
the Issuer, the Guarantor and the Bond Trustee and (b) the Bond
Trust Deed, as further described in "Proposed Amendments"
below.
This announcement does not contain the full terms and conditions
of the Consent Solicitation, which are contained in the Consent
Solicitation Memorandum dated 22 October 2020 (the "Consent
Solicitation Memorandum") prepared by the Issuer and this
announcement should be read in conjunction with the Consent
Solicitation Memorandum. Subject to the restrictions described
under "Consent Solicitation and Distribution Restrictions" below,
Eligible Bondholders may obtain a copy of the Consent Solicitation
Memorandum from the Tabulation Agent, the contact details for which
are set out below. In order to receive a copy of the Consent
Solicitation Memorandum, a holder of the Bonds will be required to
provide confirmation as to his or her status as an Eligible
Bondholder. Eligible Bondholders are advised to read carefully the
Consent Solicitation Memorandum.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given in the Consent Solicitation
Memorandum.
Details of the Bonds
ISIN / Common Outstanding Principal Work Fee
Code Amount
GBP450,000,000 XS1004109150 GBP450,000,000 GBP0.20 for each
4.50 per cent. / 100410915 GBP1,000 in principal
Guaranteed Secured amount of the
Bonds due 2043 Bonds the subject
of the relevant
Consent Instruction
Background to the Consent Solicitation
Background
The Issuer issued the Bonds on 18 December 2013 (in a principal
amount of GBP250,000,000) and on 23 May 2018 (in a principal amount
of GBP200,000,000), which were constituted by the Bond Trust
Deed.
The Issuer is a finance subsidiary within the Aster Group
established for the purpose of raising finance and on-lending such
finance for the benefit of certain members of the Aster Group.
Pursuant to the Bond Trust Deed, the Issuer may only on-lend the
proceeds of the Bonds to Aster Communities, Synergy Housing Limited
and AGL (together the "Existing Borrowers") and any Additional
Borrowers (together with the Existing Borrowers, the
"Borrowers").
For these purposes, "Additional Borrower" means any entity which
(i) is a charity; (ii) is a Registered Provider of Social Housing;
(iii) is a member of the Aster Group; (iv) the Guarantor and each
Borrower has consented to becoming an Additional Borrower; and (v)
has acceded as a borrower to the Security Trust Deed originally
dated 15 December 2008 (as amended and restated on 16 December 2011
and further amended and restated on 6 September 2013 (the "Security
Trust Deed") between, inter alios, Aster Communities, Synergy
Housing Limited and Prudential Trustee Company Limited.
Covenant
Pursuant to Condition 7.1(a) and Clause 15.1(p) of the Original
Bond Trust Deed, the Issuer has covenanted that it will not engage
in any activity or do anything other than carry out the business of
a company which has as its purpose raising finance and on-lending
such finance for the benefit of the Borrowers.
Proposed Amendments
The Issuer is convening a meeting (the "Meeting") of the holders
of the Bonds (the "Bondholders") for the approval by the Eligible
Bondholders, by an extraordinary resolution (the "Extraordinary
Resolution"), of the Proposed Amendments, as further set out in the
notice convening the Meeting published by the Issuer on the date of
this announcement (the "Notice").
The purpose of the Meeting and the Consent Solicitation is to
modify the covenant in Condition 7.1(a) and Clause 15.1(p) of the
Original Bond Trust Deed to permit the Issuer to raise finance and
on-lend such finance for the benefit of the members of the Aster
Group, being AGL and any of its present or future, direct or
indirect, subsidiaries, and not solely the Borrowers as currently
permitted by the Conditions and the Bond Trust Deed (the "Proposed
Amendments").
Further information in relation to the Consent Solicitation,
including in respect of the Proposed Amendments and the manner in
which the Proposed Amendments will be implemented, is set out in
the Consent Solicitation Memorandum.
Eligible Bondholders
The Consent Solicitation is only being made, and the Consent
Solicitation Memorandum and any other documents or materials
relating to the Consent Solicitation are only for distribution or
to be made available, to each Bondholder who is (a) located and
resident outside the United States and not a U.S. person (as
defined in Regulation S under the Securities Act) and (b) otherwise
a person to whom the Consent Solicitation can be lawfully made and
that may lawfully participate in the Consent Solicitation (each an
"Eligible Bondholder").
Meeting
At the Meeting, Bondholders will be invited to consider and, if
thought fit, pass the Extraordinary Resolution to approve the
implementation of the Proposed Amendments, as more fully described
in the Consent Solicitation Memorandum and the Notice.
The implementation of the Consent Solicitation and the
Extraordinary Resolution will be conditional on:
(a) the passing of the Extraordinary Resolution;
(b) the Consent Solicitation not having been terminated in accordance with its terms; and
(c) the quorum required for, and the requisite majority of votes
cast at, the Meeting being satisfied by Eligible Bondholders,
irrespective of any participation at the Meeting by Bondholders who
are not Eligible Bondholders (all such persons, "Ineligible
Bondholders"), as further described in the Consent Solicitation
Memorandum,
(together, the "Consent Conditions").
Work Fee and Work Fee Deadline
Pursuant to the Consent Solicitation, each Eligible Bondholder
from whom a valid Consent Instruction (whether in favour of or
against the Extraordinary Resolution) is received by the Tabulation
Agent by 5.00 p.m. (London time) on 6 November 2020 (such time and
date, as the same may be extended, the "Work Fee Deadline") will be
eligible to receive payment of an amount equal to GBP0.20 for each
GBP1,000 in principal amount of the Bonds that are the subject of
such Consent Instruction (the "Work Fee"), subject to the passing
of the Extraordinary Resolution, the satisfaction of the other
Consent Conditions, and as otherwise set out in the Consent
Solicitation Memorandum.
Only Eligible Bondholders may, subject to the conditions
described in the Consent Solicitation Memorandum, be entitled to
receive the Work Fee.
To be eligible to receive the Work Fee, an Eligible Bondholder
who submits a Consent Instruction must not attend, or seek to
attend, the Meeting in person by conference call or other
electronic means or make any other arrangements to be represented
at the Meeting (other than by way of its Consent Instruction).
Bondholders may choose to attend and vote at the Meeting in person
by conference call or other electronic means or to make other
arrangements to be represented or to vote at the Meeting in
accordance with the provisions for meetings of Bondholders set out
in Schedule 3 to the Original Bond Trust Deed and as described in
the Notice without submitting a Consent Instruction. However, any
such Bondholder will not be eligible to receive the Work Fee in
respect of such Bonds, irrespective of whether such Bondholder has
also delivered a Consent Instruction or such other arrangements are
made by the Work Fee Deadline.
Where payable, the Work Fee will be paid to the Eligible
Bondholder, or (if applicable) the Direct Participant acting on
behalf of the relevant Eligible Bondholder, who was the holder of
the relevant Bonds on the date on which the Extraordinary
Resolution was passed. In the event that any such Eligible
Bondholder sells or transfers its Bonds between the date on which
the Extraordinary Resolution was passed and the payment of the Work
Fee, the entitlement to the Work Fee will not be transferred with
the relevant Bonds.
Ineligible Bondholders
An Ineligible Bondholder may be eligible, to the extent
permitted by applicable laws and regulations, to receive an
equivalent amount to the applicable Work Fee (which is an amount
equal to GBP0.20 for each GBP1,000 in principal amount of the Bonds
that are the subject of a valid Ineligible Bondholder Confirmation
(as defined in the Notice) that is received by the Tabulation Agent
by 5.00 p.m. (London time) on 6 November 2020 and is not
subsequently revoked), subject in each case to the Extraordinary
Resolution being passed at the Meeting (or any adjourned Meeting)
and the other conditions to the Extraordinary Resolution being
satisfied, all as more fully described in the Notice.
Amendments to, or extension or termination of, the Consent
Solicitation
The Issuer reserves the right, in its sole discretion, to amend
or modify the terms of the Consent Solicitation or extend or
terminate the Consent Solicitation as described in the Consent
Solicitation Memorandum. The Issuer will notify the Bondholders of
any such event as described in the Consent Solicitation
Memorandum.
Timetable
The indicative timetable is summarised below:
Event Indicative Timetable
Announcement of Consent Solicitation 22 October 2020
and publication of Notice convening
the Meeting
Work Fee Deadline 5.00 p.m. (London time)
on 6 November 2020
Expiration Deadline 5.00 p.m. (London time)
on 10 November 2020
Meeting to be held by conference 11.00 a.m. (London time)
call or other electronic means on 13 November 2020
Announcement of results of Meeting As soon as reasonably practicable
and satisfaction of Consent Conditions after the Meeting
Execution and delivery of the As soon as reasonably practicable
Second Supplemental Bond Trust after the Meeting
Deed to effect the Proposed Amendments,
and implementation of the Extraordinary
Resolution
Payment Date for Work Fee and No later than the fifth
Ineligible Bondholder Payment Business Day following the
Meeting at which the Extraordinary
Resolution is passed and
the Eligibility Condition
is satisfied
* In light of the ongoing developments in relation to COVID-19,
it is unlikely that it will be possible and/or advisable to hold
the Meeting as a physical meeting. Accordingly, any Bondholders who
have indicated that they wish to attend the Meeting will be
provided with further details about attending the Meeting by
conference call or other electronic means. Bondholders who have
requested that their votes are included in a block voting
instruction will be unaffected by these alternative regulations and
will not be requested to take any further action.
Pursuant to the Bond Trust Deed, the Bond Trustee may (after
consultation with the Issuer where the Bond Trustee considers such
consultation to be practicable but without the consent of the
Issuer or the Bondholders) from time to time prescribe further or
alternative regulations regarding the holding of the Meeting and
attendance and voting thereat as the Bond Trustee may in its sole
discretion reasonably think fit.
The above dates and times are subject to the right of the Issuer
to extend, waive any condition (other than the Consent Conditions)
of, amend and/or terminate the Consent Solicitation (other than the
terms of the Extraordinary Resolution) as described in the Consent
Solicitation Memorandum and the passing of the Extraordinary
Resolution (and satisfaction of the Eligibility Condition) at the
initial Meeting. Accordingly, the actual timetable may differ
significantly from the timetable above.
Bondholders are advised to check with any bank, custodian,
securities broker or other intermediary through which they hold
their Bonds when such intermediary would need to receive
instructions from a Bondholder in order for such Bondholder to
participate in, or (in the limited circumstances in which
revocation is permitted) to validly revoke their instruction to
participate in, the Consent Solicitation and/or the Meeting before
the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission and (where
permitted) revocation of Consent Instructions will be earlier than
the relevant deadlines above.
Further details on the Consent Solicitation can be obtained
from:
The Solicitation Agent
City & Continental Ltd
Cheyne House
Crown Court
62-63 Cheapside
London EC2V 6AX
Telephone: +44 20 3039 3445
Attention: Henrietta Podd
Email: henrietta.podd@alliacc.com
Instructions should be directed to:
The Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Owen Morris
Email: aster@lucid-is.com
None of the Bond Trustee, the Principal Paying Agent or any of
their respective directors, officers, employees, agents,
representatives or affiliates has been involved in the formulation
of, expresses any opinion on the merits of, or makes any
representation whatsoever regarding, the Extraordinary Resolution
or the Consent Solicitation or makes any recommendation as to
whether Bondholders should participate in the Consent Solicitation
or otherwise participate at the Meeting. Neither the Bond Trustee
nor the Principal Paying Agent has reviewed this announcement.
This announcement is released by Aster Treasury plc and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 ("MAR"), encompassing information relating
to the Consent Solicitation and the Proposed Amendments described
above. For the purposes of MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055, this announcement is made
by Paul Morgan, Director of Treasury.
DISCLAIMER: This announcement must be read in conjunction with
the Consent Solicitation Memorandum. This announcement and the
Consent Solicitation Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Consent Solicitation or the Meeting. If any Bondholder is in
any doubt as to the action it should take or is unsure of the
impact of the implementation of the Extraordinary Resolution, it is
recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial,
tax or legal adviser. Any individual or company whose Bonds 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 participate in the Consent Solicitation or
otherwise participate at the Meeting. None of the Issuer, the
Solicitation Agent, the Tabulation Agent, the Bond Trustee or the
Principal Paying Agent expresses any opinion about the terms of the
Consent Solicitation or the Extraordinary Resolution or makes any
recommendation as to whether Bondholders should participate in the
Consent Solicitation or otherwise participate at the Meeting.
CONSENT SOLICITATION AND DISTRIBUTION RESTRICTIONS
United States
The Consent Solicitation is only being made outside the United
States, to persons other than "U.S. persons" (as defined in
Regulation S under the Securities Act). Any purported participation
in the Consent Solicitation resulting directly or indirectly from a
violation of these restrictions will be invalid and any
participation in the Consent Solicitation by a person that is
located or resident in the United States or that is a U.S. person
or by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a beneficial owner that is giving
instructions from within the United States or that is any U.S.
person will not be accepted.
Neither this announcement nor the Consent Solicitation
Memorandum is an offer of securities for sale in the United States
or to any U.S. person. Securities may not be offered or sold in the
United States absent registration or an exemption from
registration. The Bonds have not been, and will not be, registered
under the Securities Act, or the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold in the United States or to, or for the account or benefit of,
U.S. persons, unless an exemption from the registration
requirements of the Securities Act is available.
Each Bondholder participating in the Consent Solicitation will
represent that it is not a U.S. person (as defined in Regulation S
under the Securities Act), and is not acting for the account or
benefit of any U.S. person, and that it is not located or resident
in the United States.
For the purpose of this announcement and the Consent
Solicitation Memorandum, "United States" means the United States of
America, 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 of
America and the District of Columbia.
General
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to sell any security in
any jurisdiction and participation in the Consent Solicitation by a
Bondholder in any circumstances in which such participation is
unlawful will not be accepted.
The distribution of this announcement and the Consent
Solicitation Memorandum in certain jurisdictions may be restricted
by law, and persons into whose possession this announcement or the
Consent Solicitation Memorandum comes are requested to inform
themselves about, and to observe, any such restrictions.
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END
MSCFLFVLIRLFFII
(END) Dow Jones Newswires
October 22, 2020 07:39 ET (11:39 GMT)
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