19 Jan 2018 12:18
RESULT OF CONSENT SOLICITATION IN RESPECT OF WASPS FINANCE PLC's£35,000,000 6.50 PER CENT. SECURED BONDS DUE 13 MAY 2022(ISIN: XS1221940510, COMMON CODE: 122194051)
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY WASPS HOLDINGS LIMITED AND ARENA COVENTRY LIMITED (TOGETHER, THE "GUARANTORS")
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 AS AMENDED) OR IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE CONSENT SOLICITATION MEMORANDUM (AS DEFINED BELOW).
IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 AS AMENDED (IF YOU ARE IN THE UNITED KINGDOM) OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER (IF YOU ARE NOT).
19 January 2018
On 21 December 2017, Wasps Finance PLC (the "Issuer") announced that it, together with the Guarantors, was inviting holders ("Bondholders") of its outstanding £35,000,000 6.50 per cent. Secured Bonds due 13 May 2022 (the "Bonds") (ISIN: XS1221940510, Common Code: 122194051), unconditionally and irrevocably guaranteed by the Guarantors, to authorise certain waivers in respect of the terms and conditions of the Bonds (the "Conditions") and provisions of the trust deed dated 13 May 2015 (the "Trust Deed") between the Issuer, the Guarantors, Arena Coventry (2006) Limited ("ACL2006") and U.S. Bank Trustees Limited (the "Trustee") constituting the Bonds and consent to certain modifications to the Conditions (such invitation, the "Consent Solicitation"), as further detailed in a consent solicitation memorandum dated 21 December 2017 (the "Consent Solicitation Memorandum").
RESULT OF THE CONSENT SOLICITATION
Further to the Issuer's announcement of 21 December 2017, NOTICE IS HEREBY GIVEN to the Bondholders that, at the Meeting of Bondholders held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA, United Kingdom on 19 January 2018, the Extraordinary Resolution set out in the Notice of Meeting was duly passed and the Supplemental Trust Deed has been duly executed.
In connection with the successful completion of the Consent Solicitation, Nick Eastwood, Chief Executive Officer of Wasps Holdings Limited, commented:
"We would like to thank our Bondholders for supporting these Proposals. A great deal has been done in strengthening Wasps as a commercial business and we strongly believe that these Proposals, which better suit the Group's operational and cash flow model, are an important part of its future development and success. We are confident in our ability to maintain the momentum from 2017 to continue to grow the business, increase revenues and improve operating profits."
The Consent Solicitation was made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Consent Solicitation Memorandum.
CONSENT FEE
Bondholders who voted in favour of the Extraordinary Resolution by delivering or procuring the delivery of a Consent Instruction (which was not validly revoked) before the Voting Deadline are eligible to receive a Consent Fee of 0.20 per cent. of the aggregate principal amount of Bonds which were the subject of such Consent Instruction.
The Consent Fee will be paid by the Issuer in one instalment by no later than 26 January 2018 on the terms set out in the Consent Solicitation Memorandum relating to the Consent Solicitation.
CONTACT INFORMATION
Investor enquiries in relation to the Consent Solicitation should be directed to Bondinvest Capital Limited (the "Solicitation Consultant"):
Bondcap2nd Floor, Afon BuildingWorthing RoadHorsham RH12 1TL
E-mail: m.dyson@bondcap.co.ukAttention Michael DysonE-mail: m.smith@bondcap.co.ukAttention Michael Smith
Telephone: +44 (0)1403 788456
Media enquiries should be directed to Wasps Holdings' PR advisers:
Tulchan Group
2nd Floor
85 Fleet Street
London EC4Y 1AE
Email: wasps@tulchangroup.comTelephone: +44 (0)20 7353 4200 / +44 (0)7912 540246Attention: Elizabeth Snow
DISCLAIMER AND CONSENT SOLICITATION RESTRICTIONS
The Solicitation Consultant is an appointed representative of Social Investment Market CIC which is authorised and regulated by the Financial Conduct Authority. The Solicitation Consultant is acting as Solicitation Consultant to the Issuer and the Guarantors and no-one else in connection with the Consent Solicitation and the other matters referred to in this announcement. The Solicitation Consultant will not regard any person other than the Issuer and the Guarantors as its client in relation to the Consent Solicitation and the other matters referred to in this announcement and will not be responsible to anyone other than the Issuer and the Guarantors for providing the protections afforded to clients of the Solicitation Consultant (as the case may be) or for providing advice in relation to the Consent Solicitation or the other matters referred to in this announcement.
The distribution of the Consent Solicitation Memorandum and this announcement in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum or this announcement comes must inform themselves about and observe any such restrictions.
This announcement is given by: Wasps Finance PLC