Marstons Regulatory News (MARS)

19 Nov 2007 13:18

Marston's PLC19 November 2007 For immediate release THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT. Notice to the Holders of £236,000,000 Class A1 Secured Floating Rate Notes due 2020 (ISIN XS0226787280)(the "Class A1 Notes"), £214,000,000 Class A2 Secured Fixed/Floating Rate Notesdue 2027 (ISIN:XS0226790748) (the "Class A2 Notes"), £200,000,000 Class A3 Fixed /Floating Rate Secured Notes due 2032 (ISIN:XS0226792280) (the "Class A3 Notes" and, together with the Class A1 Notes and the Class A2 Notes, the "Class A Notes") and £155,000,000 Class B Secured Fixed/Floating Rate Notes due 2035 (ISIN:XS0226897030) (the "Class B Notes") (together, the "Existing Notes") of MARSTON'S ISSUER PLC (formerly W&DB Issuer PLC) (the "Issuer") NOTICE IS HEREBY GIVEN as follows: Offering Circular The Issuer issued today an offering circular (the "Offering Circular") inrelation to an issue of two classes of new floating rate notes by the Issuer(the "New Notes") comprising £250,000,000 Class A4 Secured Floating Rate Notesdue 2031 and £80,000,000 Class AB1 Secured Floating Rate Notes due 2035.The Offering Circular has been approved by the UK Listing Authority acting inits capacity as competent authority for the purposes of Part IV of the FinancialServices and Markets Act 2000 ("FSMA"). It is expected that the New Notes willbe issued and admitted to the Official List maintained by the Financial ServicesAuthority acting in its capacity as competent authority for the purposes ofPart IV of FSMA and will be admitted to trading on the London StockExchange plc's Gilt Edged and Fixed Income Market by the Stock Exchange on orabout 22 November 2007 (the "Closing Date"). Issue of New Notes The New Notes will be issued on the Closing Date, brief details of which are setout in the table below. Other than the applicable interest rate and principal repayment schedule: (i) the Class A4 Secured Floating Rate Notes will carry substantially the sameterms and conditions and will rank pari passu in point of security with, theexisting Class A Notes; and (ii) the Class AB1 Secured Floating Rate Notes willrank senior to the Class B Notes but behind the Class A Notes in point ofsecurity. The proceeds of issue of the New Notes will be used by the Issuer to makefurther term loans under an amended Issuer Borrower Facility Agreement toMarston's Pubs Limited (the "Borrower"). The Borrower will use the proceeds ofsuch new loans to (a) purchase a further 437 freehold and long leaseholdtenanted pubs from various Marston's Group companies that are outside thesecuritisation group and (b) to pay some of the accrued but unpaid interestunder the existing subordinated loan between the Borrower and Marston's PLC andto pay certain transaction costs and expenses. The Issuer will also enter into certain additional hedging to hedge fully thefloating rate exposure under the New Notes, and both the Issuer and the Borrowerwill grant security over their respective additional assets in favour of theSecurity Trustee. Each of Standard & Poor's and Fitch have issued pre-sale reports in respect ofthe issue of the New Notes. It is expected that, on issue of the New Notes, the rating of the existing ClassA Notes and the Class B Notes will be reaffirmed A and BBB respectively byStandard & Poor's and Fitch. It is expected that, on issue of the New Notes, the ratings assigned by Standard& Poor's and Fitch to the New Notes will be as set out in the table below. Tranche Rating (S&P/ Type Maturity Amount Coupon F) A4 A/A FRN 2031 £250M Libor + 65 bps1AB1 BBB+/BBB+ FRN 2035 £80m Libor + 125 bps1Total £330m Libor + 80 bps2 Note 1: The FRNs are fully hedged and will be issued at a discount to par priceof 99.95% Note 2: This is the weighted average margin to a step-up in coupon at year 5 The Royal Bank of Scotland plc acted as the Arranger, Joint Bookrunner and JointLead Manager in the transaction. HSBC Bank plc is a Joint Bookrunner and JointLead Manager and Barclays Capital is a Joint Lead Manager on the transaction. NMRothschild & Sons Limited advised Marston's on its refinancing strategy. Financial Information relating to the Securitisation Group With effect from the Closing Date, 1,911 pubs will be owned and operated by theBorrower and financed by the issue of the Existing Notes and the New Notes bythe Issuer (the "Estate"). The Offering Circular contains, among other things, selected historical auditedor pro forma financial data on the Estate. The pro-forma run-rate EBITDA of theEstate as at 30 June 2007 was £147.3 million. A valuation report (which is set out in full in the Offering Circular) wasproduced in respect of the Estate by Christie & Co which stated that as at26 August 2007 the open market value of the pubs was £1,681,000,000 subject tothe assumptions and qualifications set out in the report. Bondholder Presentation Marston's PLC will be holding a bondholder presentation on Monday 3rd Decemberat 9.30am at the offices of Hudson Sandler, 29 Cloth Fair, London, EC1A 7NN.Please contact Vanessa Laybourn at Hudson Sandler on 020 7796 4133 for details. This notice is given by: Marston's Issuer PLC (formerly W&DB Issuer PLC, which changed its name toMarston's Issuer PLC on 13 August 2007) On 19 November 2007 Contact details Marston's PLCRalph Findlay, Chief Executive 01902 329 516Paul Inglett, Group Finance Director 01902 329 516 The Royal Bank of Scotland plc (Arranger and Joint Bookrunner)Colin Lally, Director 020 7085 6668Paul Crawford, Director 020 7085 5165 NM Rothschild & Sons Limited (Financial Adviser to Marston's)Tom Smyth, Managing Director 020 7280 5719Swagata Ganguly, Assistant Director 020 7280 5676 Hudson Sandler (PR Adviser to Marston's)Andrew Hayes 020 7796 4133Nick Lyon 020 7796 4133 This information is provided by RNS The company news service from the London Stock Exchange