17 Nov 2015 07:29
ENTERPRISE INNS plc
(incorporated with limited liability in England and Wales)
announces a consent solicitation and separate proposals to all holders (the Bondholders) of its outstanding
£600,000,000 6.50 per cent. Secured Bonds due 2018 (the 2018 Bonds)
(£250,000,000 of which were issued on 6 March 2003 and a further £350,000,000 ofwhich were issued on 28 October 2003 and consolidated to form a single series with the originalissue, and of which £350,479,000 in aggregate nominal amount is currently outstanding)
£125,000,000 6.875 per cent. Secured Bonds due 2021 (the 2021 Bonds)
£249,521,000 6.00 per cent. Secured Bonds due 2023 (the 2023 Bonds)
£125,000,000 6.875 per cent. Secured Bonds due 2025 (the 2025 Bonds)
£275,000,000 6.375 per cent. Secured Bonds due 2031 (the 2031 Bonds)
(each a Series and together the Bonds)
17 November 2015. Enterprise Inns plc (the Company) announces today separate invitations (together the Consent Solicitation) to holders of the Bonds to consent to certain amendments to (i) each of the trust deeds constituting the Bonds of the relevant Series and (ii) the intercreditor deed in respect of each Series and the Company's bank debt, all as proposed by the Company (each a Proposal and together the Proposals) for approval by an extraordinary resolution (an Extraordinary Resolution) at a meeting of the Bondholders of such Series (each a Meeting and together the Meetings), all as further described in the Consent Solicitation Memorandum prepared by the Company dated 17 November 2015 (the Consent Solicitation Memorandum).
The Consent Solicitation and the Proposals are being made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum. This announcement should be read in conjunction with the Consent Solicitation Memorandum. Capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.
ISIN / Common Code | Outstanding Nominal Amount | Consent Fee | |
2018 Bonds | XS0163019143 / 016301914 | £350,479,000 | 0.25 per cent. of thenominal amount of the Bondsof relevant Series |
2021 Bonds | XS0124512533 / 012451253 | £125,000,000 | |
2023 Bonds | XS1112725814 / 111272581 | £249,521,000 | |
2025 Bonds | XS0110730347 / 011073034 | £125,000,000 | |
2031 Bonds | XS0143315140 / 014331514 | £275,000,000 |
Background to the Proposals
On 12 May 2015, the Company announced the findings of the strategic review (the Strategic Review) it commenced in April 2014. In summary, with a view to optimising the returns from every asset within its property portfolio, the Company aims to increase its operational flexibility and to:
· continue to reinvigorate its tied tenancy business;
· expand its managed business; and
· build a high quality commercial property portfolio.
In order to ensure close alignment of the Company's capital structure with its business model following the Strategic Review, the Company has decided to seek approval by Bondholders to make certain changes to the documentation governing each Series of Bonds (subject as provided in the Consent Solicitation Memorandum).
The Company has considered a number of factors in drawing up the Proposals, including recent legislative developments in respect of the market rent only option (MRO) introduced in the Small Business, Enterprise and Employment Act 2015.
The Company believes that the amendments to the documentation requested in the Proposals will result in the Company being able to generate optimal income, value and security for Bondholders.
Summary of the Proposals
Bondholders are advised to review carefully the letter from the Chief Financial Officer of the Company set out in the Consent Solicitation Memorandum for further background to the Proposals.
In respect of each Series, the Company is inviting Bondholders of such Series to approve by an Extraordinary Resolution certain amendments to (i) the Trust Deed in respect of such Series (such proposal to amend the Trust Deed of each Series, a Trust Deed Proposal) and (ii) the Intercreditor Deed (such proposal to amend the Intercreditor Deed in respect of each Series, an Intercreditor Proposal), all as more fully described in the Consent Solicitation Memorandum, and as fully set out in the relevant Supplemental Trust Deed and the Amended and Restated Intercreditor Deed. The description of proposed changes set out below is a summary only and should not be treated as a complete description of the amendments to be made pursuant to the Trust Deed Proposal and the Intercreditor Proposal. Bondholders are directed to the Consent Solicitation Memorandum for further details.
Modification of the Trust Deeds
If approved and implemented, the effect of the Trust Deed Proposal in respect of each Series (that has been so approved) will be the modification of the Trust Deed relating to such Series by:
· expanding the scope of "eligible property" to include leasehold property and amending certain covenants (including, without limitation, the amendment to the "Net Annual Income" definition described below), representations and undertakings in such Trust Deed to permit and/or clarify the inclusion of non-pub properties, managed pub businesses and leasehold properties within the Specific Security in respect of such Series, subject to value thresholds in each case;
· amending the "Net Annual Income" definition to ensure that it accurately reflects the income received by the Company in respect of its properties, including those that are managed by it; and
· making certain other consequential changes to such Trust Deed and to the relevant Conditions,
in each case, as more fully set out in the Supplemental Trust Deed relating to such Trust Deed.
If approved and implemented, the effect of the Intercreditor Proposal in respect of each Series (that has been so approved) will be the consequential modification of the Intercreditor Deed as it relates to such Series by, amongst other things, amending references the definition of "Property" to ensure that it more closely corresponds to the revised definition of "Net Annual Income" described above.
General
Bondholders are advised to review carefully the Supplemental Trust Deed relating to the relevant Series and the Amended and Restated Intercreditor Deed, the form of both of which is available from the date of this announcement to the conclusion of the relevant Meeting (including any adjourned such Meeting) (i) in electronic and hard copy formats on request from the Tabulation Agent, the details for which are set out below and (ii) for collection or inspection during normal business hours at the specified office of the relevant Principal Paying Agent, as described in the Notice.
If the Extraordinary Resolution in respect of a Series is passed, the proposed amendments will be binding on all Bondholders of the relevant Series, including those Bondholders of such Series who do not vote in respect of, or vote against, the relevant Proposal.
At each Meeting, the relevant Extraordinary Resolution will be considered by the holders of the relevant Series only, and no Extraordinary Resolution is conditional on the passing of the Extraordinary Resolution (or the implementation of the Proposal) relating to any other Series. Accordingly, the Company may decide to implement the Proposal(s) in respect of one or more Series, even if the Extraordinary Resolution(s) in respect of any other Series is (or are) not passed, and/or the Proposal(s) in respect of any other Series is (or are) not implemented.
Consent Fee
In relation to each Series, the Company will pay to each Bondholder from whom a valid Solicitation Instruction in favour of the relevant Extraordinary Resolution is received by the Tabulation Agent by 4.00 p.m. (London time) on 30 November 2015 (the Consent Deadline), an amount equal to 0.25 per cent. of the nominal amount of the Bonds of the relevant Series that are the subject of such Solicitation Instruction (the Consent Fee), subject to the relevant Extraordinary Resolution being duly passed and satisfaction of the other conditions set out in the Consent Solicitation Memorandum. Where payable, the Company will pay the Consent Fee in respect of the Bonds that are the subject of such Solicitation Instructions no later than the fifth Business Day following the date on which the Amended and Restated Intercreditor Deed is executed and delivered by the Company, the Trustee and Lloyds Bank plc as original facility trustee (the Payment Date).
Only Bondholders who deliver, or arrange to have delivered on their behalf, valid Solicitation Instructions in favour of the Extraordinary Resolution by the Consent Deadline (which are not subsequently revoked, in the limited circumstances in which such revocation is permitted) will be eligible to receive the Consent Fee.
Timetable
The indicative timetable is summarised below:
Event | Indicative Timetable |
Launch Date | 17 November 2015. |
Consent Deadline | 4.00 p.m. (London time) on 30 November 2015. |
Final Voting Deadline | 5.00 p.m. (London time) on 8 December 2015. |
Meetings of Bondholders | From 10.00 a.m. (London time) on 11 December 2015. |
Announcement of the results of the Meetings | As soon as reasonably practicable after the Meetings. |
Execution and delivery of Supplemental Trust Deeds and the Amended and Restated Intercreditor Deed | As soon as reasonably practicable after the Meetings or the last occurring adjourned Meeting (if any), as the case may be. |
Payment Date | No later than the fifth Business Day following the date on which the Extraordinary Resolution is duly passed. |
The above dates and times are subject to the right of the Company to extend, re-open, amend and/or terminate the Consent Solicitation or any Proposal (other than the terms of the Extraordinary Resolutions) as described in the Consent Solicitation Memorandum and the passing of each Extraordinary Resolution at the first Meeting of the relevant Series. Accordingly, the actual timetable may differ significantly from the timetable above.
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 a Bondholder in order for such Bondholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the Consent Solicitation and/or the relevant Proposal before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Solicitation Instructions will be earlier than the relevant deadlines above.
Further details on the transactions can be obtained from:
THE SOLICITATION AGENTS
Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom
Telephone: +44 20 7545 8011 Attention: Liability Management Group Email: liability.management@db.com | The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom
Telephone: +44 20 7085 3781 Attention: Liability Management Email: liabilitymanagement@rbs.com |
Requests for documentation and information in relation to the procedures for delivering Solicitation Instructions should be directed to:
TABULATION AGENT
Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom
Telephone: +44 20 7547 5000 Fax: +44 20 7547 5001 Attention: Trust and Agency Services Email: xchange.offer@db.com |
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Bondholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of any Proposal, 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 or other independent financial, tax or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate in any Proposal. None of the Company, the Solicitation Agents, the Tabulation Agent, the Trustee or the Principal Paying Agents makes any recommendation whether Bondholders should participate in the Consent Solicitation or otherwise participate in any Proposal.
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 purchase or 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.