IPD and 2022 Accounts Delay

Intu Debenture PLC

Annual Accounts Filing Delay and Anticipated Events of Default

INTU DEBENTURE PLC

LEI: 213800UX3TM5RGB1UF29

£354,876,000 5.562 per cent. First Mortgage Debenture Stock 2027

INTU DEBENTURE PLC (THE "COMPANY") ANNOUNCES ANNUAL ACCOUNTS FILING DELAY AND ANTICIPATED EVENT OF DEFAULT

30 June 2023

Annual Accounts Filing Delay

The Company announces that the annual accounts of the Company for the 2022 financial year will not be finalised ahead of the 30 June 2022 filing deadline.

The Company continues, together with its asset manager Pradera Lateral Limited ("Pradera") and property manager MAPP (Property Management) Limited ("MAPP"), to work alongside its auditor to finalise the annual accounts for the year ending 31 December 2022. Despite the best efforts of all parties, the Company requires further time to finalise the accounts and more time is required in order for the auditor to complete its procedures with respect thereto.

Anticipated Events of Default

In connection with the Company's failure to file the 2022 Annual Accounts prior to 30 June 2022

Failure to file the annual accounts may, with the passage of time, result in certain Events of Default under the Trust Deed, including with respect to Clause 16.8 of the Trust Deed, which requires the Company to duly observe and perform all obligations imposed by law. Failure to comply with the account filing deadline will, within fourteen days from receipt of notice in writing from the Trustee, result in an Event of Default pursuant to Clause 17.1.7 of the Trust Deed.

In connection with the anticipated non-payment of Scheduled Interest Amount and Scheduled Redemption Amount due 30 June 2023

The Company gives notice that whilst it is due, pursuant to Clause 5 of the Trust Deed and Condition 2 and Condition 3 of the Stock, to make payment of the Scheduled Interest Amount and the Scheduled Redemption Amount on 30 June 2023, the Company does not anticipate that it will be able to pay, wholly or partly, either the Scheduled Interest Amount or the Scheduled Redemption Amount on 30 June 2023, or within the 14-day grace period for non-payment (as set out in Condition 16(i) of the Stock).

Update in relation to the proposed amendment and restructuring transaction

The board and Pradera remain committed to launching the restructuring process as soon as all documentation is agreed. The Company's legal advisers are working with the legal advisers to an ad hoc group of Stockholders to finalise the transaction documentation in preparation for launch as soon as possible. 

The Company will continue to keep Stockholders notified of any relevant developments in accordance with applicable law and regulation.

Capitalised terms used in this Notice and not otherwise defined shall have the meanings given to them in the Supplemental Trust Deed dated 30 July 2020 and the trust deed dated 5 October 2006 (as amended and supplemented from time to time and together with the Supplemental Trust Deed, the "Trust Deed") constituting the Stock and made between the Company, the Charging Subsidiaries (as defined in the Trust Deed), and The Law Debenture Trust Corporation p.l.c. (the "Trustee"), unless the context otherwise requires.

Please note that the Trustee has not been involved in the preparation or formulation of this announcement and expresses no views or opinions on this announcement. Stockholders are advised to take their own legal, financial and/or tax advice in relation to this announcement.

Stockholders should contact the following for further information:

Company

Simmons & Simmons LLP

Citypoint

1 Ropemaker Street

London

EC2Y 9SS

United Kingdom

Email: intu@simmons-simmons.com

Attention: James Taylor

Registrar

Link Group

PXS 1

Central Square

29 Wellington Street

Leeds

LS1 4DL

United Kingdom

Telephone: +44 371 664 0300

(Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Open between 09:00 -17:30, Monday to Friday excluding public holidays in England and Wales)

Email: shareholderenquiries@linkgroup.co.uk

Alvarez & Marsal Europe LLP and Milbank LLP have been retained as financial and legal advisers to an ad hoc group of Stockholders. Their contact details are as follows:

ProjectIrisAMTeam@alvarezandmarsal.com and Iris@milbank.com.

This announcement is made by Intu Debenture PLC

Dated: 30 June 2023