TIDM44EB
RNS Number : 1462L
London & Quadrant Housing Trust
01 September 2023
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
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED.
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 AMENDED (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.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS
ONLY TARGET MARKET - SOLELY FOR THE PURPOSES OF EACH MANUFACTURER'S
PRODUCT APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT
OF THE BONDS HAS LED TO THE CONCLUSION THAT: (I) THE TARGET MARKET
FOR THE BONDS IS ONLY ELIGIBLE COUNTERPARTIES, AS DEFINED IN THE
FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK (COBS), AND
PROFESSIONAL CLIENTS, AS DEFINED IN REGULATION (EU) NO 600/2014 AS
IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE EUWA); AND
(II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON
SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS (A
DISTRIBUTOR) SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS'
TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO THE FCA
HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS
RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN
RESPECT OF THE BONDS (BY EITHER ADOPTING OR REFINING THE
MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.
LONDON & QUADRANT HOUSING TRUST
(incorporated in England with limited liability under the
Co-operative and Community Benefit Societies Act 2014 with
registration number 30441R and registered with the Regulator of
Social Housing under the Housing and Regeneration Act 2008, as
amended by the Localism Act 2011, with number L4517)
announces results of consent solicitation and bondholders'
meeting in respect of the outstanding
GBP130,000,000 Guaranteed Secured Stepped Coupon Bonds due 2018
to 2033
(the Bonds )
of its subsidiary
QUADRANT HOUSING FINANCE LIMITED
(the Existing Issuer )
1 September 2023 . On 9 August 2023, London & Quadrant
Housing Trust (L&Q) announced an invitation (such invitation
the Consent Solicitation) to Eligible Bondholders (as defined
below) to consent to (i) the substitution of L&Q in place of
the Existing Issuer as issuer of the Bonds, (ii) the full and final
release and discharge of Ambac Assurance UK Limited from its
guarantee in respect of the Bonds, (iii) certain changes to the
terms and conditions of, and other documents relating to, the Bonds
to align the Bonds with the terms of L&Q's most recent bond
issue and (iv) the amendment of the security underlying the Bonds
to acknowledge that such security has been granted by L&Q in
respect of the Bonds and the partial release of such security from
time to time in compliance with the Asset Cover Test and Minimum
Performance Levels Test (together, the Proposed Amendments).
A meeting (the Meeting) of the holders of the Bonds (the
Bondholders) was held earlier today, 1 September 2023, in
connection with the Consent Solicitation, and L&Q now announces
the results of the Meeting.
This announcement does not contain the full terms and conditions
of the Consent Solicitation, which were contained in the Consent
Solicitation Memorandum dated 9 August 2023 (the Consent
Solicitation Memorandum) prepared by L&Q. Capitalised terms
used but not otherwise defined in this announcement have the
meanings given in the Consent Solicitation Memorandum.
Details of the Bonds
(Amortised)
Original Nominal Outstanding Principal
Amount of the Bonds Amount
ISIN / Common Code Outstanding of the Bonds
------------------------ -------------------- ----------------------
GBP130,000,000 XS0084364016 / 008436401 GBP130,000,000 GBP 98,613,580
Guaranteed Secured
Stepped Coupon Bonds
due 2018 to 2033
Results of Meeting and satisfaction of Consent Conditions
The Meeting was held earlier today and NOTICE IS HEREBY GIVEN to
the Bondholders that, at the Meeting, the necessary quorum was
achieved (with approximately 98.43 per cent. of the aggregate
outstanding original nominal amount of the Bonds being represented
at the Meeting), the Extraordinary Resolution was passed and the
other Consent Conditions were satisfied, and accordingly that:
(i) execution and (where applicable) delivery of the Amendment
Documents by the parties to such documents; and
(ii) the substitution of L&Q in place of the Existing Issuer
as issuer of the Bonds and the implementation of the other Proposed
Amendments,
will take place today, 1 September 2023.
General
The Consent Solicitation was only made, and the Consent
Solicitation Memorandum and any other documents or materials
relating to the Consent Solicitation were only for distribution or
made available, to Bondholders who were (a) located and resident
outside the United States and not a U.S. person (as defined in
Regulation S under the Securities Act), (b) not a retail investor
(as defined in the Consent Solicitation Memorandum) and, if
applicable and acting on a non-discretionary basis, who is acting
on behalf of a beneficial owner that is not a retail investor and
(c) otherwise a person to whom the Consent Solicitation could be
lawfully made and that could lawfully participate in the Consent
Solicitation (each an Eligible Bondholder ).
Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention:
Liability Management Group; Email: eu.lm@barclays.com ) and RBC
Europe Limited (Telephone: +44 20 7029 0165; Attention: Liability
Management; Email: liability.management@rbccm.com ) acted as
Solicitation Agents in connection with the Consent
Solicitation.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Owen Morris; Email: lqgroup@is.kroll.com ; Website:
https://deals.is.kroll.com/lqgroup ) acted as the Tabulation Agent
in connection with the Consent Solicitation.
This announcement is released by London & Quadrant Housing
Trust 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 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018, as amended
(UK MAR), encompassing information relating to the Consent
Solicitation, the Meeting and the Proposed Amendments described
above. For the purposes of UK MAR and the Implementing Technical
Standards, this announcement is made by Martin Watts, Director of
Treasury at London & Quadrant Housing Trust.
DISCLAIMER :
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.
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
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