REG - Marston's Issuer Plc - JOINT VENTURE AGREEMENT

Carlsberg A/SAnnouncement

22/05/2020 14:55

RNS Number : 7910N
  
Marston's Issuer PLC
  
22 May 2020
  
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. NOTHING IN THIS ANNOUNCEMENT CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
MARSTON'S ISSUER PLC 
MARSTON'S PLC ANNOUNCES JOINT VENTURE AGREEMENT
 
22 May 2020
We refer to the consent solicitation (the "Consent Solicitation") announced by Marston's Issuer PLC (the "Issuer") on 7 May 2020 in respect of the £236,000,000 Class A1 Secured Floating Rate Notes due 2020 (XS0226787280) (the "Class A1 Notes"), the £214,000,000 Class A2 Secured Fixed/Floating Rate Notes due 2027 (XS0226790748) (the "Class A2 Notes"), the £200,000,000 Class A3 Secured Fixed/Floating Rate Notes due 2032 (XS0226792280) (the "Class A3 Notes") and the £250,000,000 Class A4 Secured Floating Rate Notes due 2031 (XS0331071026) (the "Class A4 Notes", and together with the Class A1 Notes, the Class A2 Notes and the Class A3 Notes, the "Notes"). Capitalised terms used in this announcement (the "Announcement") and not defined herein shall have the meanings ascribed to them in the Consent Solicitation Memorandum dated 7 May 2020 (the "Solicitation Memorandum").
Holders of the Notes (the "Noteholders") will have seen the announcement made by Marston's PLC earlier today regarding its agreement with Carlsberg Group to form a new joint venture partnership (the "Transaction"). The Transaction is anticipated to complete in the third quarter of this calendar year, subject to certain conditions being met (including shareholder approval and clearance from the relevant competition authorities).
The Issuer wishes to confirm to Noteholders that it expects the Secured Estate and the Security Group's business and financing arrangements to continue unaffected after the Transaction is completed, as the Transaction involves a business and assets owned and operated by Marston's entities outside of the Security Group. The supply arrangements to the Security Group will continue as at present save that the supplies will indirectly be from the new joint venture under an arm's length contract with the wider Marston's Group. Accordingly, the Issuer confirms to Noteholders that the agreement reached between Marston's PLC and Carlsberg Group has no impact on the Consent Solicitation or the Proposals. 
For Further Information:
Further details on the Consent Solicitation and copies of the Solicitation Memorandum can be obtained from:
The Solicitation Agent
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Tel:                         +44 (0) 20 7992 6237
Email:                    LM_EMEA@hsbc.com   
Attention:              Liability Management Group
The Information and Tabulation Agent
D.F. King Ltd.
65 Gresham Street
London EC2V 7NQ
United Kingdom
Tel:                         +44 (0) 20 7920 9700

Email:                    marstons@dfkingltd.com 
Website:                 https://sites.dfkingltd.com/marstons 
Further details relating to the contents of this Announcement can be obtained from: 
Marston's Pubs Parent Limited
Marston's House

Brewery Road
Wolverhampton WV1 4JT

United Kingdom
Attention: Rob Leach
Solicitation Restrictions
This Announcement does not constitute an invitation to participate in the Consent Solicitation in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this Announcement in certain jurisdictions may be restricted by law.
Persons into whose possession this Announcement comes are required by each of the Issuer, the Borrower, the Group, the Solicitation Agent, the Information and Tabulation Agent, the Trustee and the Principal Paying Agent to inform themselves about, and to observe, any such restrictions.
United States
This Announcement is not an offer of securities for sale in the United States or to, or for the account or benefit of, any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes have not been and will not be registered under the Securities Act, or the laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.
General
Nothing in this Announcement constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in the Consent Solicitation by a Noteholder in any circumstances in which such participation is unlawful will not be accepted.
Each Noteholder participating in the Consent Solicitation will be required to represent that it is an Eligible Noteholder as set out in "Procedures in connection with the Consent Solicitation" in the Solicitation Memorandum. Each of the Issuer, the Solicitation Agent and the Information and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any submission of Electronic Voting Instructions, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such Electronic Voting Instruction may be rejected.
Disclaimer
This Announcement must be read in conjunction with the Solicitation Memorandum. The Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation and the Proposals. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal and investment advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000 (the "FSMA") (if in the United Kingdom) or other appropriately authorised independent professional adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation or otherwise vote in respect of the Proposals. None of the Issuer, the Borrower, the Solicitation Agent, the Information and Tabulation Agent, the Principal Paying Agent and the Trustee or any of their respective affiliates, directors, employees, officers, agents, consultants or representatives makes any representation or recommendation as to whether or not or how Noteholders should participate in the Consent Solicitation or vote in respect of the Proposals.
None of the Solicitation Agent, the Information and Tabulation Agent, the Principal Paying Agent or the Trustee accepts any responsibility for the contents of this Announcement. For the purposes of the Market Abuse Regulation (EU) 596/2014 and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is made by Daniel Wynne, Director of Marston's Issuer PLC.
 
 


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