Livewest 48 Regulatory News (87FW)

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

£100,000,000 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 £1,000,000,000 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 £0.50 for each £1,000 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.

* 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.