SuperGroup Regulatory News (SGP)

24 Aug 2005 15:05

Sanctuary Group PLC24 August 2005 24 August 2005 The Sanctuary Group plc (the "Company") Amendment to statement on "Change to terms and conditions of £30,000,000 4.5 percent. Convertible Unsecured Loan Notes due 2008 (the "Loan Notes")" The Company issued a statement at 7:07am on 23 August 2005 under RNS No 3769Qdetailing changes to the terms and conditions of its Loan Notes, which containedan error. In Section 3, the previous version stated: 3. With effect from 22 August 2005 the interest rate is amended (a) from 4.5% to5.5% on the Initial Loan Notes issued on 28 November 2003 and on the SubsequentLoan Notes issued on 27 February 2004 and (b) from 5.5% to 5.75% on theAdditional Loan Notes issued on 31 March 2005. The correct figure in (a) is 4.75% not 5.5% as previously stated. The correctversion of the release is set out below. 23 August 2005 The Sanctuary Group plc (the "Company") Change to terms and conditions of £30,000,000 4.5 per cent. ConvertibleUnsecured Loan Notes due 2008 (the "Loan Notes") In connection with the Company increasing and amending the terms of itsavailable banking facilities, the holders of the Loan Notes have agreedappropriate waivers and amendments to certain terms of its outstanding £30mConvertible Loan Notes. The terms of the Loan Note Instrument constituting the Loan Notes (the "LoanNote Instrument") shall be amended, inter alia, as set out below. 1. Certain new definitions are added, including (in summary): "BoS", meaning the Governor and Company of the Bank of Scotland; and "BoS Facility Letter", meaning the facility letter originally dated 26 October 1998 (as amended on various dates including on 22 August 2005) between BoS and the Company. 2. The amount of senior financing that the Company may take shall be increased - the definition of "Permitted Senior and Pari Passu Indebtedness" being deleted and replaced by the following: "an aggregate amount of Indebtedness that may be senior or pari passu in rightof payment to the Loan Notes which in respect of the Group taken as a whole doesnot at any time exceed £135,000,000 provided that: (i) the indebtedness due under the BoS Facility Letter does notexceed £120,000,000; and (ii) the limits of £135,000,000 and £120,000,000 referred to aboveshall (unless the Majority Holder otherwise agrees in writing) be reduced atsuch time and to such extent as any permanent reduction is made in thefacilities available under the BoS Facility Letter, as provided for in the BoSFacility Letter as varied from time to time by agreement between BoS and theCompany;". 3. With effect from 22 August 2005 the interest rate isamended (a) from 4.5% to 4.75% on the Initial Loan Notes issued on 28 November2003 and on the Subsequent Loan Notes issued on 27 February 2004 and (b) from5.5% to 5.75% on the Additional Loan Notes issued on 31 March 2005. 4. A new covenant regarding disposals of major assets by theCompany is inserted as a new Section 15.4 of the Loan Note Instrument asfollows: "In relation to any disposal, transfer, sale or assignment by the Company ofassets, either by means of a single transaction or a series of relatedtransactions, for a total consideration of £5,000,000 or more, the Company will: (a) ensure that such disposal, transfer, sale or assignment is ona bona fide arms' length basis; and (b) obtain a fairness opinion from an independent investment bank." 5. A new covenant against amending the Company's FacilityLetter with Bank of Scotland is included in a new Section 15.5 of the Loan NoteInstrument as follows: "Neither the Company nor any of its Subsidiaries shall agree (without theconsent of the Majority Holder) to any amendment to the terms of the BoSFacility Letter where the effect of such amendment would be to: (b) materially reduce the rate of amortization of the outstandingfacilities provided thereunder; and (c) delay the repayment of any amount which would otherwise be duethereunder by a period of greater than 45 days." 6. The certificate of compliance from the Company, as requiredby Section 15.3 of the Loan Note Instrument, is to confirm the covenant levelsfor the purposes of proviso (ii) to the definition of "Permitted Senior and PariPassu Indebtedness" in Section 1.1 of the Loan Note Instrument and is to certifythat as at the date one calendar month prior to the Certificate Date the Companywas in compliance with the undertakings set out in Sections 15.1, 15.2 and 15.5of the Loan Note Instrument. 7. Before the Company delivers a certificate of compliance asrequired by Section 15.3 of the Loan Note Instrument, the Majority Holder itselfhas to deliver a certificate to the Company confirming, inter alia, (a) thenumber of Loan Notes of which it is the beneficial owner, (b) that it requires acertificate from the Company as referred to in 6 above and (c) that the MajorityHolder recognises that some or all of the information in such certificate may beinside information. 8. The definition of "Permitted Liens" in the Loan NoteInstrument has been updated. The Loan Notes remain unchanged save in such respects. Ends For further information, please contact: The Sanctuary Group plcPhilip Ranger, Director, Corporate & Investor Relations 020 7300 1323 07768 534641 Eddy Leviten, Head of Communications 020 7300 6542 MerlinPaul Downes/Rebecca Penney 020 7653 6620 This information is provided by RNS The company news service from the London Stock Exchange