Honours PLC Notice on QC Advice re Voting Rights (7955Z)

TIDMBM19

RNS Number : 7955Z

Honours PLC

19 December 2017

THIS ANNOUNCEMENT CONTAINS 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 UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED). 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 ANNOUNCEMENT

HONOURS PLC

(incorporated with limited liability in England and Wales with registered number 03702189)

Announcement relating to advice received from Queen's Counsel in relation to the interpretation of voting rights of the different classes of Noteholders: Ability of the highest ranking class of Noteholders to bind the lower ranking classes of Noteholders

1.1 Honours plc notes that Condition 12 (Meetings of Noteholders, Modification, Waiver and Substitution of Principal Debtor) of the terms and conditions relating to the Notes contains the following statement:

"The Trust Deed contains provisions limiting the powers of the Class B Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E Noteholders, inter alia, to request or direct the Note Trustee to take any action or to pass any Extraordinary Resolution according to the effect thereof on the interests on the Class A Noteholders. Except in certain circumstances, the Trust Deed imposes no such limitations on the powers of the Class A Noteholders, the exercise of which will be binding on the Class B Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E Noteholders, irrespective of the effect thereof on their interests."

1.2 Honours plc notes that the Trust Deed does not contain any express provision specifically reflecting the principle outlined in the statement in paragraph 1.1 above and so Honours plc, following discussions with the ad-hoc committee of Noteholders established at the beginning of this year, decided to seek advice from a Queen's Council (QC) with respect to the power of the highest ranking class of Noteholders to bind lower ranking classes of Noteholders and what limitations should be construed in relation to that power as referred to in Condition 12 (Meetings of Noteholders, Modification, Waiver and Substitution of Principal Debtor), as there was uncertainty as to the precise scope of this power. In addition, Honours plc decided that it should also seek advice on what would constitute a "Basic Terms Modification" as the definition in the Transaction Documents sets out a non-exhaustive list of matters.

   1.3        In summary, the QC concluded that:

(a) whilst the highest ranking class of Noteholders did have broad powers pursuant to Paragraph 19 of Schedule 5 (Provisions for meeting of Noteholders) and Paragraph 20 of Schedule 5 (Provisions for meeting of Noteholders) to the Trust Deed and that these powers effectively included veto rights, the reference to "Except in certain circumstances" (as contemplated in the statement set out in paragraph 1.1 above) was likely intended to be, and should be construed as being, a reference to Basic Terms Modification. Accordingly QC concluded that the power of the highest ranking class of Noteholders should be treated as being limited such that such highest ranking class of Noteholders could not pass Extraordinary Resolutions relating to Basic Terms Modifications without each of the lower ranking classes of Noteholders affected by such Basic Terms Modifications also sanctioning such Basic Terms Modifications by way of Extraordinary Resolution; and

(b) as regards the definition of Basic Terms Modifications, one needed to ask whether the specific modification/circumstance/matter was sufficiently close in description/commercial importance/effect to the list of examples set out in the definition of a Basic Terms Modification and that a useful approach to determine this might be to ask whether the particular modification/circumstance/matter affected the central commercial rights of the Noteholders in any material commercial respect.

1.4 Honours plc wishes to share the conclusions of the advice provided to it by the QC in order to enable Noteholders to better understand their respective rights, powers and limitations, if and when it needs to put a proposal to Noteholders on which an Extraordinary Resolution of Noteholders is required.

1.5 Capitalised terms in this notice shall, except where the context otherwise requires and save where otherwise defined herein, bear the meanings ascribed to them in the Transaction Master Definitions and Framework Deed between, inter alios, Honours plc (as Issuer) and Deutsche Trustee Company Limited (as the Note Trustee and the Security Trustee) dated 10 November 2006, copies of which are available for inspection during usual business hours at the offices of Honours plc set out below.

For further information, please contact:

Honours plc

Third Floor

1 King's Arms Yard

London EC2R 7AF

   Attention:          The Directors 
   Telephone:        +44 (0) 20 7397 3600 
   Fax:                  +44 (0) 20 7397 3601 
   e-mail:              Transactionteam@wilmingtontrust.com 
   Ref:                  Honours PLC

DISCLAIMER

This Document does not contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person in the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this Document may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the Securities Act) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The offer and sale of the securities referred to in this Document has not been and will not be registered under the Securities Act. There will be no public offer of the securities in the United States.

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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December 19, 2017 06:36 ET (11:36 GMT)

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