TIDM87FW
RNS Number : 6476M
Livewest Capital PLC
12 May 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
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.
12 MAY 2020
LIVEWEST CAPITAL PLC
(formerly Knightstone Capital plc)
(a public limited company incorporated in England and Wales,
with registration number 08691017 under the Companies Act
2006)
(the Existing Issuer)
ANNOUNCEMENT OF CONSENT SOLICITATION
GBP100,000,000 5.058 per cent. (Step up) Secured Bonds due
2048
(XS0975249714)
(the Bonds)
The Existing Issuer announces today that it is convening a
meeting of holders of the Bonds (the Bondholders) for the approval
by Eligible Bondholders, by Extraordinary Resolution pursuant to
the terms and conditions of the Bonds (the Conditions) and the Bond
Trust Deed dated 2 October 2013 constituting the Bonds (the Bond
Trust Deed), of a proposal (the Proposal):
(a) to substitute in its place LiveWest Treasury plc (the New
Issuer) as the principal debtor under the Bonds and the Bond Trust
Deed (the Substitution);
(b) to replace:
(i) the Conditions with the conditions set out in Schedule 1 to
the Programme Note Trust Deed and the Pricing Supplement;
(ii) the Bond Trust Deed with the Programme Note Trust Deed;
(iii) the Knightstone Housing Association Loan Agreement with
the Group Funding Agreement; and
(iii) the other Transaction Documents (as defined in the
Conditions) with the corresponding Programme Documents,
(the Amendments);
(c) to approve a release of the existing security allocated to
the Existing Issuer in respect of the Knightstone Housing
Association Loan Agreement pursuant to the Security Trust Deed in
exchange for an allocation of security to the Bondholders pursuant
to the Programme Security Trust Deed (the Re-securing); and
(d) to approve the de-listing of the Bonds from the Official
List of the Financial Conduct Authority and the regulated market of
the London Stock Exchange plc (the LSE) and the application for the
Bonds to be admitted to trading on the International Securities
Market of the LSE (the ISM) (the Re-listing),
each as more fully described in the Consent Solicitation
Memorandum prepared by the Existing Issuer dated 12 May 2020 (the
Consent Solicitation Memorandum).
Capitalised terms used in this announcement and not otherwise
defined herein have the meanings given to them in the Consent
Solicitation Memorandum.
Rationale for the Proposal
The Bonds were issued by LiveWest Capital plc (formerly
Knightstone Capital plc) (the Existing Issuer) on 2 October 2013.
The issue proceeds of the Bonds were on-lent to Knightstone Housing
Association Limited pursuant to a Loan Agreement dated 2 October
2013 between the Existing Issuer, Knightstone Housing Association
Limited and Prudential Trustee Company Limited (the Knightstone
Housing Association Loan Agreement). The Bonds are secured, inter
alia, by a specific allocation of legal mortgages created by
Knightstone Housing Association Limited over various of its housing
stock pursuant to a Security Trust Deed dated 2 October 2013 and
entered into by Knightstone Housing Association Limited and
Prudential Trustee Company Limited (the Security Trust Deed).
On 2 March 2018 Knightstone Housing Association Limited
amalgamated (the Amalgamation) with Knightstone Housing Group
Limited and Devon and Cornwall Housing Limited to form LiveWest
Homes Limited (formerly known as Liverty Limited) (the Borrower).
As a result of the Amalgamation:
(a) the Borrower assumed all of the assets and liabilities of
Knightstone Housing Association Limited, including pursuant to the
Knightstone Housing Association Loan Agreement and the Security
Trust Deed; and
(b) the subsidiaries of the Knightstone Housing Association
Limited, Knightstone Housing Group Limited and Devon and Cornwall
Housing Limited each became subsidiaries of the Borrower, including
both the Existing Issuer and the New Issuer.
LiveWest Treasury plc (formerly Devon and Cornwall Treasury
Limited) (the New Issuer) was incorporated as a private limited
company on 8 October 2007 and converted to a public limited company
2 September 2019. The New Issuer was established as a special
purpose vehicle for the purpose of incurring indebtedness
(including by the issue of securities) and lending the proceeds
thereof to certain group members.
On 24 September 2019, the New Issuer established its
GBP1,000,000,000 Guaranteed Secured Note Programme (the Programme)
for the purpose of issuing Notes into the capital markets and
on-lending the proceeds thereof to Borrower and any other
charitable member of its group which is a Registered Provider of
Social Housing that has acceded to the amended and restated
Guarantee and Indemnity dated 17 September 2019 between the New
Issuer, the Borrower and Prudential Trustee Company Limited (the
Guarantee) (each, a Guarantor). As at the date of this
announcement, the Borrower is the only Guarantor under the
Guarantee.
The Notes issued and to be issued under the Programme are or
will be (as applicable):
(a) secured, inter alia, by a numerical allocation of legal
mortgages created by the Borrower over various of its housing stock
pursuant to an Amended and Restated Security Trust and Security
Administration Deed dated 17 September 2019 between, inter alios,
the New Issuer, the Borrower and Prudential Trustee Company Limited
(the Programme Security Trust Deed); and
(b) admitted to trading on the ISM.
The Borrower wishes, going forwards, to have all of its
borrowings which are funded by the issue of securities in the
capital markets:
(i) entered into on substantially the same terms;
(ii) issued via the same issuing entity (i.e. the New Issuer);
(iii) secured via the same security trust arrangements which are
allocated to beneficiaries on the same basis (i.e. the Programme
Security Trust Deed); and
(iv) subject to the same ongoing listing requirements (i.e. those of the ISM).
Further information in relation to the current terms of the
Bonds and related documents and the terms of the Bonds once deemed
issued pursuant to the Programme is set out in the Consent
Solicitation Memorandum.
The Proposal
The Existing Issuer is convening a meeting of the Bondholders
for the approval by Eligible Bondholders, by Extraordinary
Resolution, of:
(a) the Substitution;
(b) the Amendments;
(c) the Re-securing; and
(d) the Re-listing;
all as more fully set out in the form of Extraordinary
Resolution set out in the Notice of Meeting annexed to the Consent
Solicitation Memorandum.
Majority Bondholder
Prior to the date of this announcement, the Existing Issuer has
discussed the Proposal with an Eligible Bondholder who the Existing
Issuer understands holds 58 per cent. of the Outstanding Principal
Amount of the Bonds (the Majority Bondholder). After reviewing the
Proposal, the Majority Bondholder has indicated that it finds the
Proposal acceptable and that it intends to vote in favour of the
Proposal in respect of its holdings of the Bonds. However, no
assurance is given that the Majority Bondholder will vote in favour
of the Proposal in respect of all or some of its holdings of the
Bonds.
Early Voting Fee
The Existing Issuer will pay to each Eligible Bondholder from
whom a valid Electronic Voting Instruction is received by the
Tabulation Agent (and not subsequently validly revoked) prior to
the Early Instruction Deadline an amount equal to GBP0.50 for each
GBP1,000 in Outstanding Principal Amount of the Bonds the subject
of such valid Electronic Voting Instruction (the Early Voting
Fee).
The Early Voting Fee will be payable whether the Electronic
Voting Instruction is an instruction to vote for or against the
Extraordinary Resolution. However, payment of the Early Voting Fee
will be subject to satisfaction of the payment conditions (the
Payment Conditions), namely:
(a) satisfaction of the Consent Conditions (as further described
in the Consent Solicitation Memorandum); and
(b) the Deed of Substitution and Amendment, the Deed of
Accession and the Allocation Certificate being executed by each of
the parties thereto.
To be eligible to receive the Early Voting Fee, each Eligible
Bondholder who submits a valid Electronic Voting Instruction must
not attend, or seek to attend, the Meeting in person or make any
other arrangements to be represented at the Meeting (other than by
way of their Electronic Voting Instruction(s)). Where payable, the
Early Voting Fee for any received (and not revoked) Electronic
Voting Instructions will be paid not later than the second Business
Day following the date on which the Payment Conditions are
satisfied.
Amendments to or Withdrawal of the Proposal
The Existing Issuer reserves the right, in its sole discretion,
to extend, amend or withdraw any or all of the Proposal as
described in the Consent Solicitation Memorandum.
The Existing Issuer will promptly give notice to Bondholders of
any such extension, amendment or withdrawal as described in the
Consent Solicitation Memorandum.
Indicative Timetable
Below is an indicative timetable showing one possible outcome
for the timing of the Proposal, based on the dates printed in the
Consent Solicitation Memorandum and assuming that the Meeting is
not adjourned. This timetable is subject to change and dates and
times may be extended or changed by the Existing Issuer in
accordance with the terms of the Proposal, as described in the
Consent Solicitation Memorandum. Accordingly, the actual timetable
may differ significantly from the timetable below.
Event Date
Announcement of Proposal 12 May 2020
Proposal announced and Notice of Meeting
published.
Consent Solicitation Memorandum; Transaction
Documents (as defined in the Bond Trust
Deed), the Programme Admission Particulars,
any Supplement, the Programme Documents
(as defined in the Programme Note Trust
Deed), the draft Deed of Substitution and
Amendment (including the form of the Pricing
Supplement), the draft Accession Deed and
the draft Apportionment Certificate available
on request from the Tabulation Agent.
Early Instruction Deadline 4:00 p.m. (London
Deadline for receipt by the Tabulation time) on 27 May 2020
Agent of valid Electronic Voting Instructions
to appoint the Tabulation Agent as proxy
to be valid for receipt of the Early Voting
Fee.
Expiration Time 4:00 p.m. (London
Deadline for revocation of Electronic Voting time) 29 May 2020
Instructions that have been submitted.
Meeting 12:00 noon (London
Meeting to be held at the offices of Addleshaw time) 3 June 2020
Goddard LLP, Milton Gate, 60 Chiswell Street,
London EC1Y 4AG.*
Announcement of the results of the Meeting As soon as reasonably
Announcement of the results of the Meeting. practicable following
If the Extraordinary Resolution is passed the Meeting on 3 June
at the Meeting, Deed of Substitution and 2020
Amendment; Accession Deed; and Allocation
Certificate to be executed.
Settlement Date Expected to be 5 June
(2 business days following the satisfaction 2020
of the Payment Conditions)
* Subject to further or alternative regulations regarding the
holding of the Meeting and attendance and voting thereat being
prescribed by the Bond Trustee in light of the ongoing developments
in relation to COVID-19 (commonly referred to as coronavirus),
which may make it impossible or inadvisable to hold the Meeting at
the offices of Addleshaw Goddard LLP. In such circumstances, those
Bondholders who have indicated that they wish to attend the Meeting
in person will be provided with further details about attending the
Meeting. 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.
The above dates and times are subject, where applicable, to the
earlier deadlines set by the Clearing Systems and any intermediary
through which Eligible Bondholders hold their Bonds and to the
right of the Existing Issuer to amend or withdraw the Proposal, as
described in this Consent Solicitation Memorandum.
Eligible Bondholders are advised to check with any bank,
securities broker or other intermediary through which they hold
their Bonds when such intermediary would need to receive
instructions from an Eligible Bondholder in order for such Eligible
Bondholder to participate in, or (in the limited circumstances in
which revocation is permitted) to validly revoke their instruction
to participate in, the Proposal and/or otherwise vote in respect of
the Extraordinary Resolution before the deadlines specified above.
The deadlines set by any such intermediary and each Clearing System
for the submission and (where permitted) revocation of Electronic
Voting Instructions will be earlier than the relevant deadlines
above.
Further Information
Requests for information in relation to the Proposal (including
copies of the investor presentation prepared by the Existing Issuer
in connection with the Proposal) should be directed to the Sole
Solicitation Agent at:
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
Attention: Liability Management
Telephone: +44 20 7678 5222
Email: LiabilityManagement@natwestmarkets.com
Requests for information in relation to the submission of an
Electronic Voting Instruction should be directed to the Tabulation
Agent at:
The Bank of New York Mellon, London Branch
Merck House
15 Seldown Lane
Poole
Dorset BH15 1PX
Attention: Debt Restructuring Services
Telephone: +44 (0)1202 689644
Email: debtrestructuring@bnymellon.com
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) No. 596/2014 (MAR) until the release
of this announcement.
This announcement is released by LiveWest Capital plc and
contains inside information for the purposes of Article 7 of MAR,
encompassing information relating to the Proposal described above.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/155, this announcement is made by Andrew Hart
(Director of Corporate Finance).
Disclaimer
This announcement must be read in conjunction with the Consent
Solicitation Memorandum that contains important information which
should be read carefully before any decision is made with respect
to the Proposal. If any Bondholder is in any doubt as to the action
it should take, 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,
independent financial, tax or legal adviser authorised under the
Financial Services and Markets Act 2000 (the FSMA) (if in the
United Kingdom) or other appropriately authorised financial
adviser. Any person whose Bonds are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must
contact such entity if it wishes to participate in the
Proposal.
Solicitation and Distribution Restrictions
Neither this announcement nor the Consent Solicitation
Memorandum constitutes an invitation to participate in the Proposal
in any jurisdiction in which, or to any person to whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement and the Consent Solicitation Memorandum in
certain jurisdictions may be restricted by law. Persons into whose
possession this announcement and the Consent Solicitation
Memorandum comes must inform themselves about and observe any such
restrictions.
This announcement and the Consent Solicitation Memorandum have
not been filed with, or reviewed by, any national or local
securities commission or regulatory authority of any jurisdiction,
nor has any such commission or authority passed upon the accuracy
or adequacy of this announcement or the Consent Solicitation
Memorandum. Any representation to the contrary is unlawful and may
be a criminal offence.
This announcement and the Consent Solicitation Memorandum do not
constitute an offer to buy or a solicitation of an offer to sell
the Bonds, and the Proposal will not apply to Bondholders in any
jurisdiction in which the Proposal is unlawful.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBGGDUXSBDGGD
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May 12, 2020 06:46 ET (10:46 GMT)
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