Aster 43 Regulatory News (42RJ)

NOTICE OF RESULTS OF MEETING

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.

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.

ASTER TREASURY PLC

(the "Issuer")

+

(incorporated in England with limited liability under the Companies Act 2006,

registered number 8749672)

announces results of the consent solicitation and bondholders' meeting in respect of the outstanding

£450,000,000 4.50 per cent. Guaranteed Secured Bonds due 2043

(the "Bonds")

13 November 2020. On 22 October 2020, the Issuer announced an invitation (such invitation the "Consent Solicitation") to Eligible Bondholders (as defined below) to consent to modify the covenant in Condition 7.1(a) and Clause 15.1(p) of the Bond Trust Deed to permit the Borrower to on-lend finance for the benefit of the members of the Aster Group (as defined below) (together, the "Proposed Amendments").

A meeting (the "Meeting") of the holders of the Bonds (the "Bondholders") was held earlier today, 13 November 2020, in connection with the Consent Solicitation, and the Issuer 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 22 October 2020 (the "Consent Solicitation Memorandum") prepared by the Issuer. Capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum. 

Details of the Bonds

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 98.32 per cent. of the aggregate outstanding principal amount of the Bonds being represented at the Meeting), the Extraordinary Resolution was passed and the other Consent Conditions were satisfied, and accordingly that the Proposed Amendments will be implemented by execution and delivery of the Second Supplemental Bond Trust Deed by the parties thereto.

Payment Date

The Payment Date for the Consent Solicitation, when payment of the Work Fee (or, where applicable, Ineligible Bondholder Payment) will be made to the relevant Bondholders in the manner described in the Consent Solicitation Memorandum and the Notice, is expected to be 18 November 2020.

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) and (b) 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").

City & Continental Limited (Telephone: +44 20 3039 3445; Attention: Henrietta Podd; Email: henrietta.podd@alliacc.com) acted as Solicitation Agent in connection with the Consent Solicitation.

Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: David Shilson; Email: aster@lucid-is.com) acted as the Tabulation Agent in connection with the Consent Solicitation.

This announcement is released by Aster Treasury plc 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 ("MAR"), encompassing information relating to the Consent Solicitation, the Meeting and the Proposed Amendments described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by:

Paul Morgan

Director of Treasury

Aster Treasury plc

Sarsen Court

Horton Avenue

Cannings Hill

Devizes

Wiltshire SN10 2AZ

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.