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Longstone Finance PLC - Consent Solicitation - Update (LIBOR TRANSITION)

15 MAY 2023


Full announcement available via EURONEXT


"We refer you to the results announcement of the meetings dated 4 April 2023, where you were notified that at the meetings (the “Meetings”) of the holders of the Notes (the “Noteholders”) convened by a notice of meetings delivered to the Noteholders through the clearing systems on 1 March 2023 (the “Notice”) and held on 4 April 2023:

the Extraordinary Resolutions relating to the A Notes and the C Notes (each as set out in the Notice) were duly passed by the holders of the A Notes and the C Notes respectively; and the meeting of the holders of the B Notes (the “B Noteholders”) was adjourned through lack of quorum.


We refer you to the results announcement of the adjourned meeting dated 25 April 2023, where you were notified that at the adjourned meeting (the “Adjourned Meeting”) of the B Noteholders convened by a notice of adjourned meeting delivered to the B Noteholders through the clearing systems on 4 April 2023 (the “Notice of Adjourned Meeting”) and held on 25 April 2023, the Extraordinary Resolution of the B Noteholders (as set out in the Notice of Adjourned Meeting) was duly passed by the B Noteholders.


As stated in the results announcement of the Meetings and in the results announcement of the Adjourned Meeting, the modifications referred to in each Extraordinary Resolution (the “Proposal”) would be implemented in accordance with the Notice, the Notice of Adjourned Meeting and the consent solicitation memorandum prepared by the Issuer dated 1 March 2023 (the “Consent Solicitation Memorandum”) which was made available to Eligible Holders (as defined below) for purposes of soliciting their consent to the Proposal (the “Consent Solicitation”).


The Deed of Amendment has been fully executed by all parties thereto and dated 3 May 2023. Accordingly, the Proposal has now been implemented."

 

25 APRIL 2023


Full announcement available via EURONEXT


"At the adjourned meeting (the “Adjourned Meeting”) of the B Noteholders convened by a notice of adjourned meeting delivered to the B Noteholders through the clearing systems on 4 April 2023 (the “Notice of Adjourned Meeting”) and held on 25 April 2023, the Extraordinary Resolution of the B Noteholders (as set out in the Notice of Adjourned Meeting) was duly passed by the B Noteholders."

 

04 APRIL 2023


Full announcement available via EURONEXT


"At the meetings (the “Meetings”) of the holders of the Notes (the “Noteholders”) convened by a notice of Meetings delivered to the Noteholders through the clearing systems on 1 March 2023 (the “Notice”) and held on 4 April 2023 the Extraordinary Resolutions of the A Notes and the C Notes (each as set out in the Notice) were duly passed by the holders of the A Notes and the C Notes respectively.


The Meeting of the holders of the B Notes was adjourned through lack of quorum and the Issuer will give a notice through the clearing systems to the holders of the B Notes convening an adjourned meeting (the “Notice of Adjourned Meeting”) in respect of the B Notes for the purpose of approving by way of extraordinary resolution of the holders of the B Notes (the “Proposal”) the modification of the terms and conditions of the Notes and consequential or related amendments to the transaction documents such that (i) the redemption amount payable by the Issuer in the event of the Notes being redeemed early will be determined by reference to a hypothetical interest rate swap with a floating leg of compounded daily SONIA plus a credit adjustment spread instead of sterling LIBOR, (ii) the rate of interest payable on a drawing and the rate of default interest payable under the Liquidity Facility Agreement will be determined by reference to a non-cumulative compounded daily SONIA based reference rate instead of sterling LIBOR and new fallback provisions will apply where the SONIA reference rate is not available, (iii) the rate of default interest payable under the Facility Agreement will be determined by reference to a non-cumulative compounded daily SONIA based reference rate instead of sterling LIBOR and the market disruption provisions are amended such that a market disruption event will occur if the SONIA reference rate and the Bank of England’s bank rate are not available, and (iv) any other sterling LIBOR exposures to which the Issuer is subject under the transaction documents are transitioned to a compounded daily SONIA or a non- cumulative compounded daily SONIA based reference rate, as applicable. Full details of the Proposal are contained in the Notice of Adjourned Meeting. A consent solicitation memorandum prepared by the Issuer dated 1 March 2023 (the “Consent Solicitation Memorandum”) is available to Eligible Holders (as defined below) for purposes of soliciting their consent to the Proposal (the “Consent Solicitation”).


The adjourned Meeting of the holders of the B Notes (the “Adjourned Meeting”) will be held on 25 April 2023."

 

01 MARCH 2023


Full announcement available via EURONEXT


...


"In an RNS announcement dated 3 February 2023, the holders of the Notes (the “Noteholders”) were informed that the Issuer was considering launching a further LIBOR transition consent solicitation process. The Issuer will today give notice through the clearing systems (the “Notice”) to the Noteholders convening meetings (the “Meetings”) in respect of the Notes for the purpose of approving by way of extraordinary resolution of the Noteholders (the “Proposal”) the modification of the terms and conditions of the Notes and consequential or related amendments to the transaction documents such that (i) the redemption amount payable by the Issuer in the event of the Notes being redeemed early will be determined by reference to a hypothetical interest rate swap with a floating leg of compounded daily SONIA plus a credit adjustment spread instead of sterling LIBOR, (ii) the rate of interest payable on a drawing and the rate of default interest payable under the Liquidity Facility Agreement will be determined by reference to a non-cumulative compounded daily SONIA based reference rate instead of sterling LIBOR and new fallback provisions will apply where the SONIA reference rate is not available, (iii) the rate of default interest payable under the Facility Agreement will be determined by reference to a non-cumulative compounded daily SONIA based reference rate instead of sterling LIBOR and the market disruption provisions are amended such that a market disruption event will occur if the SONIA reference rate and the Bank of England’s bank rate are not available, and (iv) any other sterling LIBOR exposures to which the Issuer is subject under the transaction documents are transitioned to a compounded daily SONIA or a non-cumulative compounded daily SONIA based reference rate, as applicable. Full details of the Proposal are contained in the Notice. A consent solicitation memorandum prepared by the Issuer dated the date hereof (the “Consent Solicitation Memorandum”) is available to Eligible Holders (as defined below) for purposes of soliciting their consent to the Proposal (the “Consent Solicitation”).


The initial Meetings will be held on 4 April 2023."

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