Honours PLC Notice on QC Advice re Voting Rights (7955Z)
19 Décembre 2017 - 12:36PM
UK Regulatory
TIDMBM19
RNS Number : 7955Z
Honours PLC
19 December 2017
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
ISEFMMMZMLDGNZM
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