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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.
3 JUNE 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 Original Issuer)
ANNOUNCEMENT OF RESULTS OF MEETING
of the holders of the
£100,000,000 5.058 per cent. (Step up) Secured Bonds due 2048
(XS0975249714)
(the Bonds)
On 12 May 2020, the Original Issuer announced an invitation to Eligible Bondholders of the Bonds to consent to the substitution of the Original Issuer as issuer of the Bonds and certain other amendments to the terms of the Bonds (the Consent Solicitation).
A meeting of the Bondholders (the Meeting) was held earlier today in connection with the Consent Solicitation, and the Issuer now announces the results of the Meeting.
The full terms and conditions of the Consent Solicitation were contained in the Consent Solicitation Memorandum prepared by the Original 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.
Percentage of Outstanding Principal Amount of the Bonds in respect of which voting instructions were submitted and votes cast at the meeting | Quorum reached | Percentage (or the total of votes cast) which were in favour | Extraordinary Resolution passed | Eligibility Condition satisfied |
100% | Yes | 100% | Yes | Yes |
Meeting of the Bondholders
The Meeting of the Bondholders was held earlier today, and notice is hereby given to the Bondholders that the Extraordinary Resolution was duly passed and the Eligibility Condition was satisfied, and accordingly Deed of Substitution and Amendment; Accession Deed; and Allocation Certificate have been executed today.
Summary of the Substitution and Amendments
Pursuant to the terms of the Extraordinary Resolution:
(a) LiveWest Treasury plc (the New Issuer) has been substituted as the principal debtor under the Bonds and the Bond Trust Deed;
(b) the title of the Bonds has been changed to "£100,000,000 5.576 per cent. Guaranteed Secured Notes due 2048";
(c)
(i) the Conditions have been replaced with the conditions set out in Schedule 1 to the Programme Note Trust Deed and the Pricing Supplement;
(ii) the Bond Trust Deed has been replaced with the Programme Note Trust Deed;
(iii) the Knightstone Housing Association Loan Agreement has been replaced with the Group Funding Agreement; and
(iii) the other Transaction Documents (as defined in the Conditions) have been replaced with the corresponding Programme Documents;
(d) the security allocated to the Original Issuer in respect of the Knightstone Housing Association Loan Agreement pursuant to the Security Trust Deed has been released in exchange for an allocation of security to the Bondholders pursuant to the Programme Security Trust Deed; and
(e) the Bonds will be de-listed from the Official List of the Financial Conduct Authority and the regulated market of the London Stock Exchange plc and an application will be made for the Bonds to be admitted to trading on the International Securities Market of the LSE.
Early Voting Fee
As the Payment Conditions have been satisfied, the Original Issuer will pay the Early Voting Fee to each Eligible Bondholder from whom a valid Electronic Voting Instruction was received by the Tabulation Agent (and not subsequently validly revoked) prior to the Early Instruction Deadline not later than 5 June 2020.
Disclaimer
This announcement must be read in conjunction with the Consent Solicitation Memorandum. 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.
Solicitation and Distribution Restrictions
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes must inform themselves about and observe any such restrictions.
This announcement has 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. Any representation to the contrary is unlawful and may be a criminal offence.
This announcement does not constitute an offer to buy or a solicitation of an offer to sell the Bonds.