17 Nov 2015 07:30
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
ENTERPRISE INNS plc
(incorporated with limited liability in England and Wales)
(the Company)
NOTICE OF SEPARATE MEETINGS
to all holders of its outstanding
£600,000,000 6.50 per cent. Secured Bonds due 2018 (ISIN: XS0163019143) (the 2018 Bonds)
(£250,000,000 of which were issued on 6 March 2003 and a
further £350,000,000 of which were issued on 28 October 2003 and
consolidated to form a single series with the original issue, and of which£350,479,000 in aggregate nominal amount is currently outstanding)
£125,000,000 6.875 per cent. Secured Bonds due 2021 (ISIN: XS0124512533) (the 2021 Bonds)
£249,521,000 6.00 per cent. Secured Bonds due 2023 (ISIN: XS1112725814) (the 2023 Bonds)
£125,000,000 6.875 per cent. Secured Bonds due 2025 (ISIN: XS0110730347) (the 2025 Bonds)
£275,000,000 6.375 per cent. Secured Bonds due 2031 (ISIN: XS0143315140) (the 2031 Bonds)
(each a Series and together the Bonds)
NOTICE IS HEREBY GIVEN that separate meetings (each a Meeting and together the Meetings) of the holders of each Series (the Bondholders) convened by the Company will be held at the offices of CMS Cameron McKenna LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF, United Kingdom on 11 December 2015 for the purpose of considering and, if thought fit, passing the applicable resolution set out below, which will be proposed as an Extraordinary Resolution at the relevant Meeting in accordance with (i) in the case of the 2018 Bonds, the trust deed dated 6 March 2003 as supplemented, amended, restated and modified from time to time (the 2018 Bonds Trust Deed), (ii) in the case of the 2021 Bonds, the trust deed dated 15 February 2001 as supplemented, amended, restated and modified from time to time (the 2021 Bonds Trust Deed), (iii) in the case of the 2023 Bonds, the trust deed dated 7 October 2014 as supplemented, amended, restated and modified from time to time (the 2023 Bonds Trust Deed), (iv) in the case of the 2025 Bonds, the trust deed dated 9 May 2000 as supplemented, amended, restated and modified from time to time (the 2025 Bonds Trust Deed) and (v) in the case of the 2031 Bonds, the trust deed dated 26 February 2002 as supplemented, amended, restated and modified from time to time (the 2031 Bonds Trust Deed and, together with the 2018 Bonds Trust Deed, the 2021 Bonds Trust Deed, the 2023 Bonds Trust Deed and the 2025 Bonds Trust Deed, the Trust Deeds and each a Trust Deed), each made between the Company and Deutsche Trustee Company Limited (the Trustee).
The first Meeting (in respect of the 2018 Bonds) will commence at 10.00 a.m. (London time), with subsequent Meetings in respect of each other Series (in chronological order of scheduled maturity date) being held at 5 minute intervals thereafter or after the completion of the preceding Meeting (whichever is later).
Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Trust Deeds or the relevant Extraordinary Resolution, as applicable.
EXTRAORDINARY RESOLUTION IN RESPECT OF THE 2018 BONDS
"THAT this Meeting of the holders (together, the Bondholders) of the outstanding £600,000,000 6.50 per cent. Secured Bonds due 2018 (ISIN: XS0163019143) (£250,000,000 of which were issued on 6 March 2003 and a further £350,000,000 of which were issued on 28 October 2003 and consolidated to form a single series with the original issue) of Enterprise Inns plc (the Company), constituted by a trust deed dated 6 March 2003 as supplemented, amended, restated and modified from time to time (the Trust Deed) made between the Company and Deutsche Trustee Company Limited (the Trustee):
1. assents to the modification of the Trust Deed, including the terms and conditions of the Bonds scheduled to the Trust Deed, to:
(a) expand the scope of "eligible property" to include leasehold property and amend certain covenants (including, without limitation, the Income Amendment (described below)), representations and undertakings in the Trust Deed to permit and/or clarify the inclusion of non-pub properties, managed pub businesses and leasehold properties within the "Specific Security" and to incorporate restrictions on the percentage of the estate (by value of the property) that such categories of property may constitute;
(b) amend the definition of "Net Annual Income" to ensure that it more accurately reflects the income received, and the outgoings incurred, by the Company in respect of the properties comprising the estate, including with regard to properties that are or may in the future be managed by the Company (the Income Amendment); and
(c) make certain other consequential changes to the Trust Deed and the terms and conditions of the Bonds scheduled to the Trust Deed,
in each case, as more fully set out in the draft supplemental trust deed in respect of the Trust Deed produced to this meeting and signed by the chairman of the meeting for the purpose of identification;
2. assents to the modification of the amended and restated intercreditor deed dated 7 October 2014 (the Intercreditor Deed) and entered into between the Company, the Trustee and Lloyds Bank plc (as original facility trustee) in respect of the Bonds, to:
(a) amend the definition of "Property" to ensure that, to the extent that it refers to income generated by the relevant properties, it reflects the Income Amendment made to the Trust Deed; and
(b) make certain other consequential changes to the Intercreditor Deed,
in each case, as more fully set out in the draft amended and restated intercreditor deed produced to this meeting and signed by the chairman of the meeting for the purpose of identification (and, for the avoidance of doubt, the Bondholders assent to any amendment made to such draft amended and restated intercreditor deed pursuant to paragraph 5(b)(i) of this Extraordinary Resolution);
3. approves the relevant proposal (the relevant Proposal) to which this Extraordinary Resolution relates, as described in the Consent Solicitation Memorandum dated 17 November 2015 prepared by the Company (the Consent Solicitation Memorandum), and its implementation on and subject to the condition set out in paragraph 6 of this Extraordinary Resolution;
4. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Company, whether or not such rights arise under the Trust Deed or the Intercreditor Deed, involved in or resulting from or to be effected by, the amendments referred to in paragraphs 1 and 2, respectively, of this Extraordinary Resolution and their implementation;
5. authorises, directs, requests and empowers the Trustee to:
(a) concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and subject to the satisfaction of the condition set out in paragraph 7 below, to execute a supplemental trust deed (the Supplemental Trust Deed) in the form of the draft referred to in paragraph 1 of this Extraordinary Resolution, with such amendments (if any) as may be requested by the Company and approved by the Trustee, in its sole and absolute discretion, or required by the Trustee in accordance with the provisions of the Trust Deed;
(b) concur in the modifications referred to in paragraph 2 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and subject to the satisfaction of the condition set out in paragraph 7 below, to execute an amended and restated intercreditor deed (the Amended and Restated Intercreditor Deed) in the form of the draft referred to in paragraph 2 of this Extraordinary Resolution, with such amendments (if any) as may be (i) necessary to remove any of the proposed changes in respect of the Company's other bonds in the event that any of the relevant extraordinary resolutions are not passed at any of the separate meetings of holders of such other bonds held on or about the date of this meeting (or are not passed at any adjourned such meeting(s)), (ii) requested by the Company and approved by the Trustee, in its sole and absolute discretion, or (iii) required by the Trustee in accordance with the provisions of the Trust Deed; and
(c) concur in, and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient, in the sole and absolute discretion of the Trustee, to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution;
6. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed in respect of any act or omission in connection with the relevant Proposal, its implementation or this Extraordinary Resolution;
7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on the Company not having previously terminated the Consent Solicitation in respect of the Bonds in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum; and
8. acknowledges that the term Consent Solicitation in respect of the Bonds, as used in this Extraordinary Resolution, shall mean the invitation by the Company to all Bondholders to consent to the relevant Proposal as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms."
EXTRAORDINARY RESOLUTION IN RESPECT OF THE 2021 BONDS
"THAT this Meeting of the holders (together, the Bondholders) of the outstanding £125,000,000 6.875 per cent. Secured Bonds due 2021 (ISIN: XS0124512533) of Enterprise Inns plc (the Company), constituted by a trust deed dated 15 February 2001 as supplemented, amended, restated and modified from time to time (the Trust Deed) made between the Company and Deutsche Trustee Company Limited (the Trustee):
1. assents to the modification of the Trust Deed, including the terms and conditions of the Bonds scheduled to the Trust Deed, to:
(a) expand the scope of "eligible property" to include leasehold property and amend certain covenants (including, without limitation, the Income Amendment (described below)), representations and undertakings in the Trust Deed to permit and/or clarify the inclusion of non-pub properties, managed pub businesses and leasehold properties within the "Specific Security" and to incorporate restrictions on the percentage of the estate (by value of the property) that such categories of property may constitute;
(b) amend the definition of "Net Annual Income" to ensure that it more accurately reflects the income received, and the outgoings incurred, by the Company in respect of the properties comprising the estate, including with regard to properties that are or may in the future be managed by the Company (the Income Amendment); and
(c) make certain other consequential changes to the Trust Deed and the terms and conditions of the Bonds scheduled to the Trust Deed,
in each case, as more fully set out in the draft supplemental trust deed in respect of the Trust Deed produced to this meeting and signed by the chairman of the meeting for the purpose of identification;
2. assents to the modification of the amended and restated intercreditor deed dated 7 October 2014 (the Intercreditor Deed) and entered into between the Company, the Trustee and Lloyds Bank plc (as original facility trustee) in respect of the Bonds, to:
(a) amend the definition of "Property" to ensure that, to the extent that it refers to income generated by the relevant properties, it reflects the Income Amendment made to the Trust Deed; and
(b) make certain other consequential changes to the Intercreditor Deed,
in each case, as more fully set out in the draft amended and restated intercreditor deed produced to this meeting and signed by the chairman of the meeting for the purpose of identification (and, for the avoidance of doubt, the Bondholders assent to any amendment made to such draft amended and restated intercreditor deed pursuant to paragraph 5(b)(i) of this Extraordinary Resolution);
3. approves the relevant proposal (the relevant Proposal) to which this Extraordinary Resolution relates, as described in the Consent Solicitation Memorandum dated 17 November 2015 prepared by the Company (the Consent Solicitation Memorandum), and its implementation on and subject to the condition set out in paragraph 6 of this Extraordinary Resolution;
4. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Company, whether or not such rights arise under the Trust Deed or the Intercreditor Deed, involved in or resulting from or to be effected by, the amendments referred to in paragraphs 1 and 2, respectively, of this Extraordinary Resolution and their implementation;
5. authorises, directs, requests and empowers the Trustee to:
(a) concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and subject to the satisfaction of the condition set out in paragraph 7 below, to execute a supplemental trust deed (the Supplemental Trust Deed) in the form of the draft referred to in paragraph 1 of this Extraordinary Resolution, with such amendments (if any) as may be requested by the Company and approved by the Trustee, in its sole and absolute discretion, or required by the Trustee in accordance with the provisions of the Trust Deed;
(b) concur in the modifications referred to in paragraph 2 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and subject to the satisfaction of the condition set out in paragraph 7 below, to execute an amended and restated intercreditor deed (the Amended and Restated Intercreditor Deed) in the form of the draft referred to in paragraph 2 of this Extraordinary Resolution, with such amendments (if any) as may be (i) necessary to remove any of the proposed changes in respect of the Company's other bonds in the event that any of the relevant extraordinary resolutions are not passed at any of the separate meetings of holders of such other bonds held on or about the date of this meeting (or are not passed at any adjourned such meeting(s)), (ii) requested by the Company and approved by the Trustee, in its sole and absolute discretion, or (iii) required by the Trustee in accordance with the provisions of the Trust Deed; and
(c) concur in, and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient, in the sole and absolute discretion of the Trustee, to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution;
6. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed in respect of any act or omission in connection with the relevant Proposal, its implementation or this Extraordinary Resolution;
7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on the Company not having previously terminated the Consent Solicitation in respect of the Bonds in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum; and
8. acknowledges that the term Consent Solicitation in respect of the Bonds, as used in this Extraordinary Resolution, shall mean the invitation by the Company to all Bondholders to consent to the relevant Proposal as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms."
EXTRAORDINARY RESOLUTION IN RESPECT OF THE 2023 BONDS
"THAT this Meeting of the holders (together, the Bondholders) of the outstanding £249,521,000 6.00 per cent. Secured Bonds due 2023 (ISIN: XS1112725814) of Enterprise Inns plc (the Company), constituted by a trust deed dated 7 October 2014 as supplemented, amended, restated and modified from time to time (the Trust Deed) made between the Company and Deutsche Trustee Company Limited (the Trustee):
1. assents to the modification of the Trust Deed, including the terms and conditions of the Bonds scheduled to the Trust Deed, to:
(a) expand the scope of "eligible property" to include leasehold property and amend certain covenants (including, without limitation, the Income Amendment (described below)), representations and undertakings in the Trust Deed to permit and/or clarify the inclusion of non-pub properties, managed pub businesses and leasehold properties within the "Specific Security" and to incorporate restrictions on the percentage of the estate (by value of the property) that such categories of property may constitute;
(b) amend the definition of "Net Annual Income" to ensure that it more accurately reflects the income received, and the outgoings incurred, by the Company in respect of the properties comprising the estate, including with regard to properties that are or may in the future be managed by the Company (the Income Amendment); and
(c) make certain other consequential changes to the Trust Deed and the terms and conditions of the Bonds scheduled to the Trust Deed,
in each case, as more fully set out in the draft supplemental trust deed in respect of the Trust Deed produced to this meeting and signed by the chairman of the meeting for the purpose of identification;
2. assents to the modification of the amended and restated intercreditor deed dated 7 October 2014 (the Intercreditor Deed) and entered into between the Company, the Trustee and Lloyds Bank plc (as original facility trustee) in respect of the Bonds, to:
(a) amend the definition of "Property" to ensure that, to the extent that it refers to income generated by the relevant properties, it reflects the Income Amendment made to the Trust Deed; and
(b) make certain other consequential changes to the Intercreditor Deed,
in each case, as more fully set out in the draft amended and restated intercreditor deed produced to this meeting and signed by the chairman of the meeting for the purpose of identification (and, for the avoidance of doubt, the Bondholders assent to any amendment made to such draft amended and restated intercreditor deed pursuant to paragraph 5(b)(i) of this Extraordinary Resolution);
3. approves the relevant proposal (the relevant Proposal) to which this Extraordinary Resolution relates, as described in the Consent Solicitation Memorandum dated 17 November 2015 prepared by the Company (the Consent Solicitation Memorandum), and its implementation on and subject to the condition set out in paragraph 6 of this Extraordinary Resolution;
4. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Company, whether or not such rights arise under the Trust Deed or the Intercreditor Deed, involved in or resulting from or to be effected by, the amendments referred to in paragraphs 1 and 2, respectively, of this Extraordinary Resolution and their implementation;
5. authorises, directs, requests and empowers the Trustee to:
(a) concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and subject to the satisfaction of the condition set out in paragraph 7 below, to execute a supplemental trust deed (the Supplemental Trust Deed) in the form of the draft referred to in paragraph 1 of this Extraordinary Resolution, with such amendments (if any) as may be requested by the Company and approved by the Trustee, in its sole and absolute discretion, or required by the Trustee in accordance with the provisions of the Trust Deed;
(b) concur in the modifications referred to in paragraph 2 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and subject to the satisfaction of the condition set out in paragraph 7 below, to execute an amended and restated intercreditor deed (the Amended and Restated Intercreditor Deed) in the form of the draft referred to in paragraph 2 of this Extraordinary Resolution, with such amendments (if any) as may be (i) necessary to remove any of the proposed changes in respect of the Company's other bonds in the event that any of the relevant extraordinary resolutions are not passed at any of the separate meetings of holders of such other bonds held on or about the date of this meeting (or are not passed at any adjourned such meeting(s)), (ii) requested by the Company and approved by the Trustee, in its sole and absolute discretion, or (iii) required by the Trustee in accordance with the provisions of the Trust Deed; and
(c) concur in, and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient, in the sole and absolute discretion of the Trustee, to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution;
6. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed in respect of any act or omission in connection with the relevant Proposal, its implementation or this Extraordinary Resolution;
7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on the Company not having previously terminated the Consent Solicitation in respect of the Bonds in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum; and
8. acknowledges that the term Consent Solicitation in respect of the Bonds, as used in this Extraordinary Resolution, shall mean the invitation by the Company to all Bondholders to consent to the relevant Proposal as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms."
EXTRAORDINARY RESOLUTION IN RESPECT OF THE 2025 BONDS
"THAT this Meeting of the holders (together, the Bondholders) of the outstanding £125,000,000 6.875 per cent. Secured Bonds due 2025 (ISIN: XS0110730347) of Enterprise Inns plc (the Company), constituted by a trust deed dated 9 May 2000 as supplemented, amended, restated and modified from time to time (the Trust Deed) made between the Company and Deutsche Trustee Company Limited (the Trustee):
1. assents to the modification of the Trust Deed, including the terms and conditions of the Bonds scheduled to the Trust Deed, to:
(a) expand the scope of "eligible property" to include leasehold property and amend certain covenants (including, without limitation, the Income Amendment (described below)), representations and undertakings in the Trust Deed to permit and/or clarify the inclusion of non-pub properties, managed pub businesses and leasehold properties within the "Specific Security" and to incorporate restrictions on the percentage of the estate (by value of the property) that such categories of property may constitute;
(b) amend the definition of "Net Annual Income" to ensure that it more accurately reflects the income received, and the outgoings incurred, by the Company in respect of the properties comprising the estate, including with regard to properties that are or may in the future be managed by the Company (the Income Amendment); and
(c) make certain other consequential changes to the Trust Deed and the terms and conditions of the Bonds scheduled to the Trust Deed,
in each case, as more fully set out in the draft supplemental trust deed in respect of the Trust Deed produced to this meeting and signed by the chairman of the meeting for the purpose of identification;
2. assents to the modification of the amended and restated intercreditor deed dated 7 October 2014 (the Intercreditor Deed) and entered into between the Company, the Trustee and Lloyds Bank plc (as original facility trustee) in respect of the Bonds, to:
(a) amend the definition of "Property" to ensure that, to the extent that it refers to income generated by the relevant properties, it reflects the Income Amendment made to the Trust Deed; and
(b) make certain other consequential changes to the Intercreditor Deed,
in each case, as more fully set out in the draft amended and restated intercreditor deed produced to this meeting and signed by the chairman of the meeting for the purpose of identification (and, for the avoidance of doubt, the Bondholders assent to any amendment made to such draft amended and restated intercreditor deed pursuant to paragraph 5(b)(i) of this Extraordinary Resolution);
3. approves the relevant proposal (the relevant Proposal) to which this Extraordinary Resolution relates, as described in the Consent Solicitation Memorandum dated 17 November 2015 prepared by the Company (the Consent Solicitation Memorandum), and its implementation on and subject to the condition set out in paragraph 6 of this Extraordinary Resolution;
4. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Company, whether or not such rights arise under the Trust Deed or the Intercreditor Deed, involved in or resulting from or to be effected by, the amendments referred to in paragraphs 1 and 2, respectively, of this Extraordinary Resolution and their implementation;
5. authorises, directs, requests and empowers the Trustee to:
(a) concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and subject to the satisfaction of the condition set out in paragraph 7 below, to execute a supplemental trust deed (the Supplemental Trust Deed) in the form of the draft referred to in paragraph 1 of this Extraordinary Resolution, with such amendments (if any) as may be requested by the Company and approved by the Trustee, in its sole and absolute discretion, or required by the Trustee in accordance with the provisions of the Trust Deed;
(b) concur in the modifications referred to in paragraph 2 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and subject to the satisfaction of the condition set out in paragraph 7 below, to execute an amended and restated intercreditor deed (the Amended and Restated Intercreditor Deed) in the form of the draft referred to in paragraph 2 of this Extraordinary Resolution, with such amendments (if any) as may be (i) necessary to remove any of the proposed changes in respect of the Company's other bonds in the event that any of the relevant extraordinary resolutions are not passed at any of the separate meetings of holders of such other bonds held on or about the date of this meeting (or are not passed at any adjourned such meeting(s)), (ii) requested by the Company and approved by the Trustee, in its sole and absolute discretion, or (iii) required by the Trustee in accordance with the provisions of the Trust Deed; and
(c) concur in, and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient, in the sole and absolute discretion of the Trustee, to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution;
6. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed in respect of any act or omission in connection with the relevant Proposal, its implementation or this Extraordinary Resolution;
7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on the Company not having previously terminated the Consent Solicitation in respect of the Bonds in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum; and
8. acknowledges that the term Consent Solicitation in respect of the Bonds, as used in this Extraordinary Resolution, shall mean the invitation by the Company to all Bondholders to consent to the relevant Proposal as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms."
EXTRAORDINARY RESOLUTION IN RESPECT OF THE 2031 BONDS
"THAT this Meeting of the holders (together, the Bondholders) of the outstanding £275,000,000 6.375 per cent. Secured Bonds due 2031 (ISIN: XS0143315140) of Enterprise Inns plc (the Company), constituted by a trust deed dated 26 February 2002 as supplemented, amended, restated and modified from time to time (the Trust Deed) made between the Company and Deutsche Trustee Company Limited (the Trustee):
1. assents to the modification of the Trust Deed, including the terms and conditions of the Bonds scheduled to the Trust Deed, to:
(a) expand the scope of "eligible property" to include leasehold property and amend certain covenants (including, without limitation, the Income Amendment (described below)), representations and undertakings in the Trust Deed to permit and/or clarify the inclusion of non-pub properties, managed pub businesses and leasehold properties within the "Specific Security" and to incorporate restrictions on the percentage of the estate (by value of the property) that such categories of property may constitute;
(b) amend the definition of "Net Annual Income" to ensure that it more accurately reflects the income received, and the outgoings incurred, by the Company in respect of the properties comprising the estate, including with regard to properties that are or may in the future be managed by the Company (the Income Amendment); and
(c) make certain other consequential changes to the Trust Deed and the terms and conditions of the Bonds scheduled to the Trust Deed,
in each case, as more fully set out in the draft supplemental trust deed in respect of the Trust Deed produced to this meeting and signed by the chairman of the meeting for the purpose of identification;
2. assents to the modification of the amended and restated intercreditor deed dated 7 October 2014 (the Intercreditor Deed) and entered into between the Company, the Trustee and Lloyds Bank plc (as original facility trustee) in respect of the Bonds, to:
(a) amend the definition of "Property" to ensure that, to the extent that it refers to income generated by the relevant properties, it reflects the Income Amendment made to the Trust Deed; and
(b) make certain other consequential changes to the Intercreditor Deed,
in each case, as more fully set out in the draft amended and restated intercreditor deed produced to this meeting and signed by the chairman of the meeting for the purpose of identification (and, for the avoidance of doubt, the Bondholders assent to any amendment made to such draft amended and restated intercreditor deed pursuant to paragraph 5(b)(i) of this Extraordinary Resolution);
3. approves the relevant proposal (the relevant Proposal) to which this Extraordinary Resolution relates, as described in the Consent Solicitation Memorandum dated 17 November 2015 prepared by the Company (the Consent Solicitation Memorandum), and its implementation on and subject to the condition set out in paragraph 6 of this Extraordinary Resolution;
4. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Company, whether or not such rights arise under the Trust Deed or the Intercreditor Deed, involved in or resulting from or to be effected by, the amendments referred to in paragraphs 1 and 2, respectively, of this Extraordinary Resolution and their implementation;
5. authorises, directs, requests and empowers the Trustee to:
(a) concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and subject to the satisfaction of the condition set out in paragraph 7 below, to execute a supplemental trust deed (the Supplemental Trust Deed) in the form of the draft referred to in paragraph 1 of this Extraordinary Resolution, with such amendments (if any) as may be requested by the Company and approved by the Trustee, in its sole and absolute discretion, or required by the Trustee in accordance with the provisions of the Trust Deed;
(b) concur in the modifications referred to in paragraph 2 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and subject to the satisfaction of the condition set out in paragraph 7 below, to execute an amended and restated intercreditor deed (the Amended and Restated Intercreditor Deed) in the form of the draft referred to in paragraph 2 of this Extraordinary Resolution, with such amendments (if any) as may be (i) necessary to remove any of the proposed changes in respect of the Company's other bonds in the event that any of the relevant extraordinary resolutions are not passed at any of the separate meetings of holders of such other bonds held on or about the date of this meeting (or are not passed at any adjourned such meeting(s)), (ii) requested by the Company and approved by the Trustee, in its sole and absolute discretion, or (iii) required by the Trustee in accordance with the provisions of the Trust Deed; and
(c) concur in, and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient, in the sole and absolute discretion of the Trustee, to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraphs 1 and 2 of this Extraordinary Resolution;
6. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed in respect of any act or omission in connection with the relevant Proposal, its implementation or this Extraordinary Resolution;
7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on the Company not having previously terminated the Consent Solicitation in respect of the Bonds in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum; and
8. acknowledges that the term Consent Solicitation in respect of the Bonds, as used in this Extraordinary Resolution, shall mean the invitation by the Company to all Bondholders to consent to the relevant Proposal as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms."
BACKGROUND
The Company has convened the Meetings for the purpose of enabling holders of Bonds of each Series to consider and resolve, if they think fit, to pass the Extraordinary Resolution proposed by the Company in relation to the Bonds of the relevant Series (each a Proposal and together the Proposals). Bondholders are further given notice that the Company has invited all Bondholders (such invitation, the Consent Solicitation) to consent to the Proposals, all as further described in the Consent Solicitation Memorandum dated 17 November 2015 prepared by the Company (the Consent Solicitation Memorandum).
The purpose of the Consent Solicitation and the Proposals is to modify and supplement the Trust Deeds constituting four series of bonds issued by the Company and to modify the Intercreditor Deed in respect of each of the four series of bonds issued by the Company and the Company's bank debt, as further set out in "Letter to the Bondholders from Enterprise Inns plc" in the Consent Solicitation Memorandum.
CONSENT FEE
In relation to each Series, the Company will pay to each Bondholder from whom a valid Solicitation Instruction (as defined below) in favour of the relevant Extraordinary Resolution is received by the Tabulation Agent by the Consent Deadline of 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 (i) such Solicitation Instruction not being revoked (in the limited circumstances in which such revocation is permitted), (ii) the relevant Extraordinary Resolution being duly passed and the relevant Supplemental Trust Deed and the Amended and Restated Intercreditor Deed being executed and delivered by the Company, the Trustee and (in the case of the Amended and Restated Intercreditor Deed) Lloyds Bank plc as original facility trustee and (iii) the Company not having previously terminated the Consent Solicitation in respect of the relevant Series in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum, all as more fully described in the Consent Solicitation Memorandum. Only Bondholders who deliver, or arrange to have delivered on their behalf, valid Solicitation Instructions in favour of the relevant 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.
It is a term of the Consent Solicitation that Solicitation Instructions in favour of the Extraordinary Resolution shall be irrevocable (save in certain limited circumstances described in the Consent Solicitation Memorandum).
Bondholders who have not delivered or arranged for the delivery of a Solicitation Instruction in favour of the relevant Extraordinary Resolution as provided above but who wish to attend and vote at the relevant Meeting in person or to make other arrangements to be represented or to vote at such Meeting may do so in accordance with the voting and quorum procedures set out in this Notice and the provisions for meetings of Bondholders set out in Schedule 3 to the relevant Trust Deed. However, such Bondholders will not be eligible to receive any Consent Fee. Only Bondholders who deliver, or arrange to have delivered on their behalf, valid Solicitation Instructions in favour of the relevant Extraordinary Resolution by the Consent Deadline will be eligible to receive the Consent Fee.
GENERAL
Copies of (i) the Consent Solicitation Memorandum and (ii) the current drafts of the Supplemental Trust Deeds for each Series and the Amended and Restated Intercreditor Deed, in each case, as referred to in paragraphs 1, 2 and 5 of each Extraordinary Resolution are available in electronic and hard copy formats on request from the Tabulation Agent, the details for which are set out below. A Bondholder will be required to produce evidence satisfactory to the Tabulation Agent as to his or her status as a Bondholder before being sent a copy of the Consent Solicitation Memorandum, any draft Supplemental Trust Deed or the draft Amended and Restated Intercreditor Deed.
Copies of (i) the Trust Deeds and the Consent Solicitation Memorandum; and (ii) the current drafts of the Supplemental Trust Deeds for each Series and the Amended and Restated Intercreditor Deed are also available for collection or inspection by Bondholders (a) on and from the date of this Notice up to and including the date of the relevant Meeting, at the specified offices of the relevant Principal Paying Agent during normal business hours on any week day (Saturdays, Sundays and public holidays excepted) up to and including the date of the relevant Meeting and (b) at the relevant Meeting and at the offices of CMS Cameron McKenna LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF, United Kingdom for 15 minutes before the relevant Meeting. Any revised version of any draft Supplemental Trust Deeds and the draft Amended and Restated Intercreditor Deed made available as described above and marked to indicate changes to the draft made available on the date of this Notice will supersede the previous draft and Bondholders will be deemed to have notice of any such changes.
The attention of Bondholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the relevant Extraordinary Resolution at the relevant Meeting or any meeting held following any adjournment of such Meeting, which are set out in paragraph 3 of "Voting and Quorum" below. Having regard to such requirements, Bondholders are strongly urged either to attend the relevant Meeting or to take steps to be represented at such Meeting (including by way of submitting Solicitation Instructions in favour of the relevant Proposal) as soon as possible.
TRUSTEE
Neither the Trustee nor any of its directors, officers, employees or affiliates has been involved in the formulation of any Extraordinary Resolution and the Trustee expresses no opinion and makes no representation as to the merits of any Extraordinary Resolution, the Consent Solicitation or on whether Bondholders would be acting in their best interests in participating in the Consent Solicitation or otherwise participating in any Proposal, and nothing in this Notice should be construed as a recommendation to Bondholders from the Trustee to vote in favour of, or against, the relevant Extraordinary Resolution or to participate in the Consent Solicitation or otherwise participate in the relevant Proposal. Bondholders should take their own independent financial and legal advice on the merits and on the consequences of voting in favour of, or against, an Extraordinary Resolution, including as to any tax consequences. The Trustee has not reviewed, nor will it be reviewing, any documents relating to the Consent Solicitation and/or the Proposals, except this Notice, the Supplemental Trust Deeds and the Amended and Restated Intercreditor Deed. Neither the Trustee nor any of its directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, the Proposals, the Company or the factual statements contained in, or the effect or effectiveness of, the Consent Solicitation Memorandum, this Notice or any other documents referred to in the Consent Solicitation Memorandum or this Notice or assumes any responsibility for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Consent Solicitation or the Proposals. On the basis of the information set out in the Consent Solicitation Memorandum and this Notice, the Trustee has, however, authorised it to be stated that the Trustee has no objection to the Extraordinary Resolutions being put to Bondholders for their consideration.
VOTING AND QUORUM
Bondholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Solicitation Instruction in favour of the relevant Extraordinary Resolution, by which they will have given instructions for the appointment of one or more representatives of the Tabulation Agent by the relevant Principal Paying Agent as their proxy to vote in favour of the relevant Extraordinary Resolution at the relevant Meeting (or any adjourned such Meeting), need take no further action to be represented at the relevant Meeting (or any adjourned such Meeting).
Bondholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) a Solicitation Instruction in favour of the relevant Extraordinary Resolution should take note of the provisions set out below detailing how such Bondholders can attend or take steps to be represented at the relevant Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any adjourned such Meeting).
1. Subject as set out below, the provisions governing the convening and holding of each Meeting are set out in Schedule 3 to the applicable Trust Deed, copies of which are available from the date of this Notice to the conclusion of the relevant Meeting (or any adjourned such Meeting) as referred to above. For the purposes of the Meetings, a Bondholder means a Direct Participant (as defined below).
2. All of the Bonds are represented by global bonds held by a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). For the purposes of this paragraph 2, a Direct Participant means each person who is for the time being shown in the records of Clearstream, Luxembourg and/or Euroclear as the holder of a particular nominal amount of the relevant Bonds.
A Direct Participant or beneficial owner of Bonds wishing to attend the relevant Meeting in person must produce at such Meeting a valid voting certificate or certificates issued by a Paying Agent relating to the Bond(s) in respect of which it wishes to vote.
A Direct Participant or beneficial owner of Bonds not wishing to attend and vote at the relevant Meeting in person may either deliver its valid voting certificate(s) to the person whom it wishes to attend on its behalf or the Direct Participant may (or the beneficial owner of such Bonds may arrange for the relevant Direct Participant on its behalf to) give a voting instruction (by giving voting and blocking instructions to Euroclear or Clearstream, Luxembourg (a Solicitation Instruction, as defined and more fully described in the Consent Solicitation Memorandum)) instructing a Paying Agent to appoint a proxy to attend and vote at the relevant Meeting in accordance with that Direct Participant's instructions.
A Direct Participant must request the relevant clearing system to block the relevant Bonds in its account and to hold the same to the order or under the control of the relevant Paying Agent not later than 48 hours before the time appointed for holding the relevant Meeting in order to obtain voting certificates or give voting instructions in respect of such Meeting. In the case of Solicitation Instructions such blocking instructions are part of the electronic instructions that must be given. Bonds so blocked will not be released until the earlier of:
(i) the conclusion of the relevant Meeting (or, if applicable, any adjourned such Meeting); and
(ii) (A) in respect of voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such any other manner with the rules of the relevant clearing system relating to such surrender; or
(B) in respect of Solicitation Instructions, not less than 48 hours before the time for which the relevant Meeting (or, if applicable, any adjourned such Meeting) is convened, the notification in writing of any revocation of a Direct Participant's previous instructions to the relevant Paying Agent and the same then being notified in writing by the relevant Paying Agent to the Company at least 24 hours before the time appointed for holding the relevant Meeting and such Bonds ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the relevant Paying Agent to be held to its order or under its control.
For the purposes of this Notice:
24 hours means a period of 24 hours including all or part of a day upon which banks are open for business in London (disregarding for this purpose the day on which the relevant Meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforsesaid all or part of a day upon which banks are open for business as aforesaid; and
48 hours means two consecutive periods of 24 hours.
It is a term of the Consent Solicitation that Solicitation Instructions in favour of the relevant Extraordinary Resolution shall be irrevocable (including for any adjourned Meeting and save in certain limited circumstances as provided in the Consent Solicitation Memorandum).
Bondholders should note that Solicitation Instructions or voting instructions otherwise given (unless validly revoked) shall remain valid for any adjourned Meeting. Bondholders should note further that the Consent Fee is payable only to those Bondholders who have delivered valid Solicitation Instructions in favour of the relevant Extraordinary Resolution in accordance with the terms of the Consent Solicitation by the Consent Deadline (which are not subsequently revoked, in the limited circumstances in which such revocation is permitted).
3. The quorum required for each Meeting is one or more persons present holding voting certificates or being proxies and holding or representing in the aggregate more than one half of the aggregate nominal amount of the Bonds of the relevant Series for the time being outstanding. If a quorum is not present within 15 minutes of the time appointed for the relevant Meeting, such Meeting will be adjourned for a period being not less than 14 days nor more than 42 days and to a place determined by the Chairman (with the approval of the Trustee) and the relevant Extraordinary Resolution will be considered at such adjourned Meeting (notice of which will be given to the Bondholders) provided, however, that (a) the relevant Meeting shall be dissolved if the Company and the Trustee together so decide and (b) no Meeting may be adjourned more than once for want of a quorum. The quorum at such an adjourned Meeting will be one or more persons present holding voting certificates or being proxies or representatives (whatever the nominal amount of the Bonds of the relevant Series so held or represented by such persons).
4. Every question submitted to a Meeting shall be decided in the first instance by a show of hands. Unless a poll is (before or at the same time as the declaration of the result of the show of hands) demanded by the Chairman, the Trustee, the Company or by one or more persons present holding voting certificates or being proxies or representatives and holding or representing in the aggregate not less than one fiftieth of the aggregate nominal amount of the Bonds for the time being outstanding, a declaration by the Chairman that on a show of hands a resolution has been passed, passed by a particular majority, rejected or rejected by a particular majority shall be conclusive, without proof of the number of the votes cast for, or against, the relevant Extraordinary Resolution.
At the Meetings (a) on a show of hands, every person who is present in person and produces a voting certificate or is a proxy or representative shall have one vote and (b) on a poll, every person who is so present shall have one vote in respect of each (i) in the case of the 2018 Bonds and the 2031 Bonds, £1,000, (ii) in the case of the 2021 Bonds and the 2025 Bonds, £10,000 and (iii) in the case of the 2023 Bonds, £1.00, in each case (i), (ii) and (iii) in nominal amount of the relevant Bonds so represented by the voting certificate or in respect of which that person is a proxy or representative.
5. To be passed, each Extraordinary Resolution requires a majority in favour consisting of not less than three quarters of the persons voting on the resolution upon a show of hands or if a poll was duly demanded then by a majority consisting of not less than three quarters of the votes given on the poll. If passed, an Extraordinary Resolution shall be binding on all Bondholders of all of the relevant Series, whether or not at the relevant Meeting and whether or not voting. Notice of the result of every vote on an Extraordinary Resolution shall be given to the Bondholders and the Paying Agents (with a copy to the Company and the Trustee) as soon as reasonably practicable after the relevant Meeting and by no later than 14 days after the conclusion of the Meeting.
This Notice is given by Enterprise Inns plc.
Bondholders should contact the following for further information:
The Solicitation Agents
Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom (Attention: Liability Management Group, Telephone: +44 20 7545 8011, Email: liability.management@db.com)
The Royal Bank of Scotland plc, 135 Bishopsgate, London EC2M 3UR, United Kingdom (Attention: Liability Management, Telephone: +44 20 7085 3781, Email: liabilitymanagement@rbs.com)
The Tabulation Agent
Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom (Attention: Trust and Agency Services, Telephone: +44 20 7547 5000, Fax: +44 20 7547 5001, Email: xchange.offer@db.com)
The Principal Paying Agent in respect of the 2023 Bonds
Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom
The Principal Paying Agent in respect of the 2018 Bonds, the 2021 Bonds, the 2025 Bonds and the 2031 Bonds
HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom
Dated: 17 November 2015