TIDMDEB
RNS Number : 7128T
Debenhams plc
22 March 2019
March 22, 2019
DEBENHAMS PLC
ANNOUNCES CONSENT SOLICITATION
Debenhams plc (the "Company") hereby announces an invitation to
holders of its outstanding GBP225,000,000 5.25% Senior Notes due
2021, of which GBP200,000,000 remains outstanding (ISIN:
XS1081972850; Common Code: 108197285) (the "Notes") to consider
and, if thought fit, approve the Proposed Amendments as further
described in a consent solicitation statement dated March 22, 2019
(the "Consent Solicitation Statement", and the invitation to
holders of Notes set out therein, the "Consent Solicitation").
Capitalized terms used in this notice and not otherwise defined
shall have the meanings given to them in the Consent Solicitation
Statement.
Background to the Consent Solicitation
Further to the Company's announcement on March 11, 2019, certain
members of the Company and its subsidiaries (the "Group") intend to
enter into term loan facilities of up to GBP200,000,000 (the "New
Money Facility"). It is intended that the New Money Facility will
be provided by lenders of the Company's existing revolving credit
facility (the "Existing Facilities Agreement"). The Company
understands it is expected that all Holders will be invited to
participate in the New Money Facility on a no more than pro rata
basis. In connection with the entering into of the New Money
Facility, certain covenants in the trust deed dated July 2, 2014
between the Company, the Subsidiary Guarantors named therein and
Citicorp Trustee Company Limited (the "Original Trustee"), as
amended, supplemented, waived or otherwise modified from time to
time prior to this Consent Solicitation (the "Trust Deed") will be
amended to align with certain negative covenants in the New Money
Facility.
It is contemplated that, on or prior to the date on which the
New Money Facility will be drawn, the Notes and the facilities
provided in connection with the Existing Facilities Agreement (the
"Existing Facilities") will be secured by the collateral securing
the New Money Facility and thus, it is proposed that an
intercreditor agreement (the "Intercreditor Agreement") will be
entered into by, among others, the Company, the Subsidiary
Guarantors, GLAS Trust Corporation Limited as security agent (the
"Security Agent") and Lucid Trustee Services Limited as successor
trustee (the "Successor Trustee") to govern the relationships and
relative priorities among the Successor Trustee on behalf of itself
and the holders of the Notes, lenders under the Existing
Facilities, lenders under the New Money Facility and certain other
creditors of the Company. Advance of the loans under the New Money
Facility will be conditional on the execution of the Intercreditor
Agreement by the relevant parties.
As a condition to funding the New Money Facility, additional
protections are required entailing amendments to the Trust Deed.
Such protections would enable lenders under the New Money Facility
to direct and/or participate in a sale of any and up to all of the
assets of the Group in distressed circumstances. Additional
amendments to the Trust Deed will be made to facilitate possible
future restructuring options.
A full background to the Consent Solicitation is set out in the
Consent Solicitation Statement under the heading "Background and
purposes of the Consent Solicitation".
Key Terms and Conditions of the Consent Solicitation
Proposed Amendments
The Proposed Amendments
The Company is soliciting Consents to the following amendments
to the Trust Deed:
first,
(a) the removal of Citicorp Trustee Company Limited, as Original
Trustee, and appointment of Lucid Trustee Services Limited (the
"Successor Trustee") in accordance with Clauses 18.1 and 18.2 of
the Trust Deed (the "Trustee Replacement Amendment");
followed by,
(b) amendments to (i) allow certain members of the Group to
incur additional secured indebtedness in an amount of up to
GBP200,000,000 pursuant to the New Money Facility and (ii)
otherwise replace the existing negative covenants with the negative
covenants and definitions set forth in the Consent Solicitation
Statement which will be substantially similar to certain negative
covenants in the New Money Facility (the "Covenant
Amendments");
(c) amendments required to (i) grant security over certain
assets and properties of the Group to secure the Company's and the
Subsidiary Guarantors' obligations under the Notes, the subsidiary
guarantees and the Trust Deed on a junior basis to the Company's
and the Subsidiary Guarantors' obligations under the New Money
Facility, (ii) make conforming changes to the Trust Deed to reflect
that the Notes will be secured obligations, including the
appointment of GLAS Trust Corporation Limited as security agent
(the "Security Agent"), and (iii) authorize, instruct and direct
the Successor Trustee, the Security Agent, the Company and the
Subsidiary Guarantors to enter into the Intercreditor Agreement
(the "Secured Obligations Amendment");
(d) to amend the covenant contained in Condition 4.7 (Payments
for Consent) in the Trust Deed to make it clear that, for the
avoidance of doubt, such covenant shall not apply to the
participation by certain Holders in the New Money Facility (the
"Consent Payment Amendment");
(e) amendments to the definition of Change of Control, insertion
of an issuer substitution provisions and exclusion of certain
events from the definition of an Event of Default, in each case to
facilitate certain potential restructuring options of the Company
(the "Reorganization Amendments"); and
(f) to make the necessary amendments to allow for the accession
of Aktieselskabet Th. Wessel & Vett, Magasin du Nord and the
Company (the "Additional Subsidiary Guarantors") as Subsidiary
Guarantors (the "Guarantor Accession"),
(the Trustee Replacement Amendment, the Covenant Amendments, the
Secured Obligations Amendments, the Consent Payment Amendment, the
Reorganization Amendments and the Guarantor Accession, together the
"Proposed Amendments").
Further detail around the Proposed Amendments is contained in
the Consent Solicitation Statement under the heading "Background
and purpose of the Consent Solicitation".
Consent Fee
A Consent Fee of 0.75 per cent. of the outstanding principal
amount of the Notes which are the subject of an Electronic Consent
Instruction voting in favor of the Proposed Amendments is being
offered to Holders who vote before the Expiration Time. Payment of
the Consent Fee is conditional on the implementation of the
Proposed Amendments by the execution of the Amendment Documents by
the Company, the Original Trustee and the Successor Trustee, among
others. Subject to the implementation of the Proposed Amendments,
the Company expects to pay or procure the payment of the Consent
Fee to eligible Holders no later than 5 Business Days following the
date of the Expiration Time (the "Payment Date").
General
In order to formulate the Proposed Amendments, the Company has
engaged in constructive discussions with approximately 30 per cent.
in aggregate principal amount of the Notes outstanding (the
"Supporting Holders"). The Supporting Holders have agreed to vote
in favor of the Proposed Amendments prior to the Expiration Time,
and as at the date hereof, are expecting to continue to provide
support as the Company continues to pursue options to restructure
its balance sheet.
The Company expressly reserves the right, in its sole and
absolute discretion, at any time to (i) terminate the Consent
Solicitation, (ii) waive any of the conditions to the Consent
Solicitation, other than the conditions with respect to receipt of
the Requisite Consents, (iii) amend or extend the Expiration Time
or (iv) amend the terms of the Consent Solicitation in any manner.
Details of any such waiver, amendment or termination will be
announced as provided in the Consent Solicitation Statement as
promptly as practicable after the relevant decision is made.
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitation, which will
depend, among other things, on timely receipt (and non-revocation)
of instructions from the Holders, the rights of the Company (where
applicable) to amend and/or terminate the Consent Solicitation as
described in the Consent Solicitation Statement. Accordingly, the
actual timetable may differ significantly from the timetable
below.
Event Name Timing Description
------------------- -------------------------- --------------------------------------
Launch March 22, 2019 Commencement of the Consent
Solicitation.
Expiration 5:00 P.M., London The time prior to which Holders
Time Time, on March 28, must validly deliver Consents
2019, unless extended to the Proposed Amendments.
or amended, or unless To be eligible to receive
the Consent Solicitation the Consent Fee, Holders
is earlier terminated must vote in favor of the
by the Company, in Proposed Amendments prior
each case, in its to the Expiration Time.
sole and absolute
discretion.
Requisite Consent The time at which Following the Requisite Consent
Time the Requisite Consents Time and subject to the conditions
have been received set out herein, the Amendment
(the "Requisite Consent Documents will be executed
Time"). and as such the Proposed
Amendments will become effective.
Consents may be validly revoked
by Holders prior to but not
after the Requisite Consent
Time.
Holders should note that
the Requisite Consent Time
may fall prior to the Expiration
Time, and, if so, Holders
may not be given prior notice
of such Requisite Consent
Time.
Requisite Consent As soon as practicable The Company announces whether
Time Announcement after the Requisite or not the Requisite Consents
Consent Time. have been received, the Amendment
Documents have been executed
and the Proposed Amendments
has become effective.
Announcement As soon as practicable If the Requisite Consent
of Consent after the Expiration Time has not occurred on
Solicitation Time (but only if or prior to the date of the
Results the Requisite Consent Expiration Time, the results
Time has not occurred of the Consent Solicitation
on or prior to the are announced by the Company.
date of the Expiration
Time).
Payment Date Expected to be no Payment of the Consent Fee
later than 5 Business is conditional on the implementation
Days following the of the Proposed Amendments
date of the Expiration and the execution of the
Time. Amendment Documents by the
Company, the Original Trustee
and the Successor Trustee,
among others. Subject to
implementation of the Proposed
Amendments, the Company expects
to pay or procure payment
of the Consent Fee to eligible
Holders on the Payment Date.
The Consent Fee will be paid
in Sterling, if paid.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold their Notes when such
intermediary would need to receive instructions from a Holder in
order for such Holder to participate in, or to validly revoke their
instruction to participate in, the Consent Solicitation by the
deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission and (where
permitted) revocation of Electronic Consent Instructions will be
earlier than the relevant deadlines above.
Further Information
A complete description of the terms and conditions of the
Consent Solicitation is set out in the Consent Solicitation
Statement. A copy of the Consent Solicitation Statement is
available to Holders upon request from the Information and
Tabulation Agent.
Before making a decision with respect to the Consent
Solicitation, Holders should carefully consider all of the
information in the Consent Solicitation Statement.
Further details about the transaction can be obtained from:
The Information and Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works,
12 Argyle Walk,
London WC1H 8HA
Telephone: +44 20 7704 0880
Attention: Paul Kamminga / Sunjeeve Patel
Email: debenhams@lucid-is.com
Website: www.lucid-is.com/debenhams
The Information and Tabulation Agent does not take
responsibility for the contents of this announcement and none of
the Company, the Guarantors, the Information and Tabulation Agent,
or any of their respective directors, employees or affiliates makes
any representation or recommendation whatsoever regarding the
Consent Solicitation. This announcement must be read in conjunction
with the Consent Solicitation Statement. No offer to acquire any
Notes is being made pursuant to this notice. This announcement and
the Consent Solicitation Statement contain important information,
which should be read carefully before any decision is made with
respect to the Consent Solicitation. If any holder of the Notes is
in any doubt as to the action it should take, it is recommended to
seek its own advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other
independent adviser.
Forward-Looking Statements
The Company cautions you that statements included in this
announcement that are not a description of historical facts are
forward-looking statements that involve risks, uncertainties,
assumptions and other factors which, if they do not materialize or
prove correct, could cause results to differ materially from those
expressed or implied by such forward-looking statements. There can
be no assurance that the transactions contemplated in this
announcement will be completed. The Company assumes no obligation
to update any forward-looking statement included in this
announcement to reflect events or circumstances arising after the
date on which it was made.
Distribution Restrictions
This announcement does not constitute or contemplate an
invitation to participate in the Consent Solicitation 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 in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required by each of the Company, the
Subsidiary Guarantors, the Original Trustee, the Successor Trustee,
the Security Agent and the Information and Tabulation Agent to
inform themselves about, and to observe, any such restrictions.
Nothing in this announcement constitutes or contemplates an
invitation to participate in the Consent Solicitation by a Holder
in any circumstances in which such participation is unlawful.
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
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
ISEZMGZFLZMGLZG
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March 22, 2019 05:24 ET (09:24 GMT)
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