REG - Wellington Pub Co - Notice to Bondholders

Deutsche Bank AGAnnouncement

24/06/2024 12:30

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RNS Number : 6061T  Wellington Pub Company PLC  24 June 2024

NOTICE TO BONDHOLDERS

WELLINGTON PUB COMPANY PLC

(Incorporated and registered in England & Wales with registered number
03406623)

(the "Issuer")

GBP 160,000,000 6.735 per cent. Class A

Secured Fixed Rate Bonds due 2029 (ISIN: XS0084965796) and

GBP 51,000,000 7.335 per cent. Class B

Secured Fixed Rate Bonds due 2029 (ISIN: XS0084965879)

(together, the "Bonds")

 

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE
REGISTERED AND BENEFICIAL OWNERS OF THE BONDS. IF APPLICABLE, ALL DEPOSITORY,
CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO
EXPEDITE TRANSMITTAL TO BENEFICIAL OWNERS OF THE BONDS IN A TIMELY MANNER.

If you are in any doubt as to the action you should take, you are recommended
to seek your own financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or other financial adviser authorised under the
Financial Services and Markets Act 2000 (if you are in the United Kingdom), or
from another appropriately authorised independent financial adviser and such
other professional advice from your own professional advisors as you deem
necessary.

This Notice is addressed only to holders of the Bonds (as defined below) and
persons to whom it may otherwise be lawful to distribute it ("relevant
persons"). It is directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment or
investment activity to which this Notice relates is available only to relevant
persons and will be engaged in only with relevant persons.

If you have recently sold or otherwise transferred your entire holding(s) of
any of the Bonds referred to below, you should immediately forward this
document to the purchaser or transferee or to the stockbroker, bank or other
agent through whom the sale or transfer was effected for transmission to the
purchaser or transferee.

In accordance with normal practice, Deutsche Trustee Company Limited as
trustee assumes no responsibility for this notice and it has not verified, and
expresses no opinion as to the contents of, this notice, and makes no
representation that all relevant information has been disclosed, or has been
disclosed accurately, to Bondholders. Accordingly, Deutsche Trustee Company
Limited as trustee urges Bondholders who are in any doubt as to the impact of
this notice to seek their own independent legal and/or financial advice.

 

IMPORTANT NOTICE TO BONDHOLDERS

Capitalised terms used herein and not specifically defined will bear the same
meanings as in the trust deed dated 2 March 1998 (the "Trust Deed") made
between the Issuer and Deutsche Trustee Company Limited (formerly known as
Bankers Trustee Company Limited) (the "Trustee").

Notwithstanding paragraph 3 of the Fifth Schedule (Provisions for Meetings of
Bondholders) to the Trust Deed, and with the consent of holders of at least 75
percent of the aggregate Principal Amount Outstanding of the Class A Bonds and
the Class B Bonds then outstanding (which consents shall take effect as a
resolution in writing signed by or on behalf of the relevant Class of
Bondholders in accordance with paragraph 24 of the Fifth Schedule of the Trust
Deed (the "Written Resolutions"), the Issuer proposes to enter into the Deed
of Amendment, Resignation and Appointment and provide to the Trustee, the
Certificate of Outstanding Bonds, (the "Documents"), each to be dated on or
about 3 July 2024 (the "Execution Date"). Near-final drafts of the Documents
and the Written Resolutions are annexed hereto.

Background and Proposed Written Resolutions

Pursuant to the Deed of Amendment, Resignation and Amendment, each of the
Trustee (in its capacities as Trustee and Security Trustee), the Principal
Paying Agent and the Cash Manager will resign from such roles in respect of
the Relevant Documents.

The Issuer believes it is beneficial to (a) replace the current (i) Trustee in
its roles as Trustee and Security Trustee,

(ii) Principal Paying Agent and Cash Manager in its roles as principal paying
agent and cash manager, and (iii) Paying Agent in its role as paying agent,
pursuant to the Relevant Documents with Exmoor Fiduciary Limited as the
successor trustee and security trustee, and Criterion Asset Management Limited
as the successor principal paying agent, paying agent and cash manager and (b)
amend the Trust Deed to remove the listing requirement under Clause 13(l) of
the Trust Deed. This decision has been made after careful consideration of the
Issuer's long- term strategy and the overall benefits these changes will bring
to its operations (such changes, the "Amendments and the Appointments").

The Issuer hereby seeks your consent to (i) authorise, empower, request and
direct the Issuer, and the other parties thereto to inter aliaenter into the
Deed of Amendment, Resignation and Appointment on the Execution Date; and

(ii) amend the Trust Deed to remove the listing requirement under Clause 13(l)
of the Trust Deed.

Extraordinary Resolution to be passed by Written Resolutions

Capitalised terms used herein and not specifically defined will bear the same
meanings as in the trust deed dated 2 March 1998 (the "Trust Deed") made
between the Issuer and Deutsche Trustee Company Limited (the "Trustee"). In
addition, "Written Resolution" where used herein, means a resolution in
writing signed by Bondholders pursuant to paragraph 24 of the Fifth Schedule
to the Trust Deed.

1.            We represent and warrant that as at the date of signing of
this Written Resolution we are the holder of GBP  •  (representing  •  per
cent. of the Bonds) of the Bonds held on our behalf by a custodian,  •  in
the Clearing System Account Number referenced below. We confirm that, for the
purposes of the definition of "outstanding" in the Trust Deed and the fifth
schedule (Provisions for the Meeting of Bondholders) of the Trust Deed (i) we
are entitled to vote in respect of this Written Resolution and (ii) no Bonds
are held by any person for the benefit of the Issuer or any of its
subsidiaries or holding companies or any subsidiaries of any of its holding
companies.

 

2.            We acknowledge that we are aware of the intention to enter
into a Deed of Amendment, Resignation and Appointment to, inter alia, (i)
replace each of the Trustee, the Security Trustee, the Principal Paying Agent,
the Paying Agent and the Cash Manager with Exmoor Fiduciary Limited as
successor trustee and security trustee, and Criterion Asset Management Limited
as the successor principal paying agent, paying agent and cash manager (the
"Successors"); and (ii) amend the Trust Deed by removing the listing
requirement under Clause 13(l) of the Trust Deed.

3.            As the holder of  •  per cent. of the outstanding Bonds,
we hereby resolve, confirm and instruct:

 

(A)         That each of the appointments of the Successors in relation
to the Relevant Documents, as specified in the Deed of Amendment, Resignation
and Appointment (included as Schedule 1 hereto), be and are hereby approved
("Appointments"); and

(B)         That Clause 13(l) of the Trust Deed pertaining to listing
shall be entirely removed and substituted with the following: " Reserved "
(together with the Appointments, the "Amendments"); and

 

(C)         That the Trustee, the Successors and the Issuer are hereby
authorised, directed and instructed to execute the Deed of Amendment,
Resignation and Appointment (inserted as Schedule 1 hereto), to give effect to
the matters contemplated therein and to take such other action as may be
required to effect such matters; and

(D)         That the Trustee be and it is hereby authorised and instructed
not to obtain any legal opinions in relation to, or to make any investigation
or enquiry into, the power and capacity of any person to enter into the Deed
of Amendment, Resignation and Appointment, or the due execution and delivery
thereof by any party thereto or the validity or enforceability thereof and
that it shall not be liable to any Bondholder for the failure to do so or for
any consequences thereof; and

(E)         That the Trustee and the Issuer shall have no liability for
acting upon this Written Resolution even though it may be subsequently found
that there is a defect in the passing of this Written Resolution or that for
any reason this Written Resolution is not valid or binding on the Holder; and

 

(F)         That any and every modification, abrogation, variation,
compromise of, or arrangement in respect of, the rights of the holders of
Bonds against the Issuer or any other party whether such rights shall arise
under the Trust Deed, the Conditions or otherwise, necessary or appropriate to
give effect to this Written Resolution and the Amendments, is hereby approved;
and

 

(G)         That the Trustee, the Successors and the Issuer are
authorised, requested and directed to concur in and execute all such documents
and do such acts and things as may be necessary to carry out and give effect
to this Written Resolution and the Amendments; and

(H)         That we hereby waive for the purpose of this Written
Resolution any and all formalities described in and required by the Bonds, the
Conditions and/or the other Relevant Documents in connection with notice
periods in respect of any resignation, notification requirements or any other
matter; and

 

(I)          That the Trustee is hereby discharged, released and
exonerated from any and all liability for which it may have become or may
become responsible under the Relevant Documents to which it is party and/or
the Conditions in respect of any act or omission in connection with the
Amendments, this Written Resolution or the implementation thereof.

 

4.           We also unconditionally represent and warrant that we have
instructed  •  as our Custodian to (i) block the Bonds in the accounts of
Euroclear and/or Clearstream until the Amendments contemplated in this Written
Resolution have been completed and (ii) provide proof satisfactory to the
Trustee of our holding of the Bonds in accordance with the notice sent by the
Issuer to Bondholders in respect of the Amendments

 

5.           We hereby acknowledge and represent and warrant to the
Trustee that:

 

(A)         we have consulted with our legal, regulatory, tax, business,
investment, financial and/or accounting advisers to the extent we deem
necessary, and have made our own investment, hedging and trading decisions
(including decisions regarding the Amendments) based upon our own judgement
and upon advice from such advisers as we deem necessary and not upon any view
expressed by the Trustee or Deutsche Bank AG, acting through its London branch
or any of its affiliates;

 

(B)         we have not relied on any communication (written or oral) from
the Trustee and/or Deutsche Bank AG, acting through its London branch as
investment advice or as a recommendation to agree to the approve the
Amendments, it being understood that information and explanations related to
the Amendments shall not be considered to be investment advice;

 

(C)         the Trustee is not acting as a fiduciary for or adviser to us
in respect of the matters contemplated under this Written Resolution; and

(D)         this Written Resolutions may be executed in counterparts and
each counterpart shall be deemed to be an original and which counterparts when
taken together shall constitute one and the same instructions.

General

Bondholders may, at any time during normal business hours on any weekday
(excluding Saturdays, Sundays and bank and other public holidays in London)
prior to 5:00 PM (London time) on 3 July 2024 (the "Expiration Time"), inspect
copies of the following documents at the offices of King & Spalding
International LLP at 8 Bishopsgate, London, EC3V 4QT:

·      this Notice;

·      the Written Resolutions;

·      the Deed of Amendment, Resignation and Appointment; and

·      the Certificate of Outstanding Bonds.

Written Resolutions of the Class A Bondholders and the Class B Bondholders

Pursuant to the proviso to paragraph 18 of the Fifth Schedule of the Trust
Deed, no Written Resolutions of the Class A Bondholders will be effective for
any purpose unless it has also been sanctioned by Written Resolutions of the
Class B Bondholders. Accordingly, the Issuer is seeking the consent of both
the Class A Bondholders and the Class B Bondholders, acting separately, in
respect of the Amendments and Appointments.

Quorum

To be passed, the Written Resolutions must be signed by or on behalf of
holders representing at least 75 percent of the aggregate Principal Amount
Outstanding of the Class A Bonds and the Class B Notes then outstanding. If
approved, the Written Resolutions will be binding on all Bondholders, whether
or not voting in respect of the Written Resolutions.

Voting

In order to vote in favour of the Written Resolutions, each Class of
Bondholders should:

(i)           sign the relevant Written Resolution, provide a custodian
confirmation letter, as annexed hereto, from the custodian verifying the
details and existence of the Class A Bonds and/or Class B Bonds held in
custody on behalf of the Bondholder as of a specific date (the "Custodian
Confirmation Letter"), and submit a custody statement evidencing proof of
holding, then return these documents to the Issuer by emailing them to
Stephane Nahum at snahum@motcomb.co.uk (mailto:snahum@motcomb.co.uk) and
Robert Schofield at Robert.Schofield@criterionasset.co.uk
(mailto:Robert.Schofield@criterionasset.co.uk) with a copy to the Trustee at
patrick.mccoy@db.com; (mailto:patrick.mccoy@db.com)

(ii)          the Written Resolutions should be returned to the Issuer
and the Trustee by the Expiration Time. If the consent of holders of at least
75 percent of the aggregate Principal Amount Outstanding of the Class A Bonds
and the Class B Bonds then outstanding is received prior to the Expiration
Time, the amendments contemplated by the Written Resolutions may be executed
before the Expiration Time pursuant to such consent; and

(iii)         instruct Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking S.A. ("Clearstream") (via the relevant custodian, if applicable) to
block the Bonds in its accounts in accordance with the usual operating
procedures of Euroclear and Clearstream, until the date on which amendments
contemplated by the Written Resolutions have been implemented (which is
expected to be no later than the Execution Date).

Trustee

The Issuer proposes to the Bondholders the Documents referred to in this
Notice. In accordance with normal practice, the Trustee expresses no opinion
on the details, effects or merits of the proposed Documents. The Trustee has
not been involved in the formulation of the proposed Documents and makes no
representation that all relevant information has been disclosed to Bondholders
in this Notice. The Trustee has, however, authorised it to be stated that, on
the basis of the information set out in this Notice, it has no objection to
the proposed Documents being submitted to the Bondholders for their
consideration. The decision as to whether or not the proposed Documents should
be approved lies with the Bondholders and no other party, and therefore, the
Issuer and the Trustee recommend that each Bondholder seeks its own
independent legal, financial or other professional advice, including tax
advice, in connection with the proposed Documents. No responsibility or
liability is or will be accepted by the Issuer or the Trustee for the
completeness, accuracy, validity or correctness of the statements made, and
documents referred to, in this Notice or any written or oral information made
available to any person receiving this Notice or its advisers and any such
liability is expressly disclaimed.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annex I - Deed of Amendment, Resignation and Appointment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

Confidential

[EXECUTION VERSION]

 

 

DEED OF AMENDMENT, RESIGNATION AND APPOINTMENT

DATED                 2024

 

BETWEEN WELLINGTON PUB COMPANY PLC

as Issuer

 

DEUTSCHE TRUSTEE COMPANY LIMITED

as Existing Trustee and Existing Security Trustee

 

DEUTSCHE BANK AG, LONDON BRANCH

as Existing Principal Paying Agent and as Existing Cash Manager

 

DEUTSCHE BANK LUXEMBOURG S.A.

as Existing Paying Agent

 

EXMOOR FIDUCIARY LIMITED

as Successor Trustee and Successor Security Trustee and

CRITERION ASSET MANAGEMENT LIMITED

as Successor Principal Paying Agent, Successor Cash Manager and Successor
Paying Agent

 

 

 

 

 

in connection with a:

 

Trust Deed dated 2 March 1998 made between the Issuer and Deutsche Trustee
Company Limited

THIS DEEDis dated                 ,2024

BETWEEN:

(1)         WELLINGTON PUB COMPANY LIMITED, a company incorporated under
the laws of England and Wales with registered number 03406623, having its
registered office at 4th Floor Millbank Tower, 21-24 Millbank, London,
England, England, SW1P 4QP (the Issuer);

(2)         DEUTSCHE TRUSTEE COMPANY LIMITED, a company incorporated
under the laws of England and Wales with registered number 00338230, having
its registered office at 21 Moorfields, London, United Kingdom, EC2Y 9DB (in
its capacities as the "Existing Trustee" and the "Existing Security Trustee");

(3)         DEUTSCHE BANK AG, LONDON BRANCH, a company duly organised and
existing under the law of the Federal Republic of Germany and having its
principal place of business at Taunusanlage 12 in the City of Frankfurt (Main)
and operating in the United Kingdom under branch number BR000005 at 21
Moorfields, London EC2Y 9DB, England (the Existing Principal Paying Agent and
the Existing Cash Manager);

(4)         DEUTSCHE BANK LUXEMBOURG S.A., a public limited liability
company incorporated in Luxembourg, registered with the Register of Commerce
and Companies in Luxembourg, under number B 9164, having its registered office
at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg. (the Existing Paying
Agent" and, together with the parties listed at (2) and (3) above, the
'Resigning Parties");

(5)         EXMOOR FIDUCIARY LIMITED, a company incorporated under the
laws of England and Wales with registered number 08661540, having its
registered office at 6 St James's Square, London, England, SW1Y 4JU (in its
capacities as the "Successor Trustee" and the "Successor Security Trustee")

(6)         CRITERION ASSET MANAGEMENT LIMITED, a company incorporated
under the laws of England and Wales with registered number 03382237, having
its registered office at 73 Cornhill, London, England, EC3V 3QQ (in its
capacities as the "Successor Principal Paying Agent", the "Successor Cash
Manager" and the "Successor Paying Agent" and together with the Successor
Trustee and the Successor Security Trustee, the "Successors");

BACKGROUND:

(A)       This Deed is entered into in relation to the Trust Deed, the
Paying Agency Agreement and the Cash Management Agreement (each as defined
below).

(B)       Each of the Existing Trustee, the Existing Security Trustee,
the Existing Principal Paying Agent, the Existing Cash Manager and the
Existing Paying Agent have agreed to resign, and the Successors have agreed to
be appointed as the new trustee, security trustee, principal paying agent,
paying agent, and cash manager under the Relevant Documents pursuant to this
Deed.

(C)       Pursuant to Written Resolutions of the Class A Bondholders and
the Class B Bondholders dated on or prior to the date of this Deed, the
Bondholders have, inter alia, approved the appointment of the Successors in
the roles specified against their names in (5 and 6) above and directed the
Parties to execute this Deed.

(D)       This Deed is supplemental to the Trust Deed, the Deed of
Charge, the Paying Agency Agreement and the Cash Management Agreement

 

 

IT IS AGREEDas follows:

1.         INTERPRETATION

1.1       Definitions

In this Deed:

Bondholdersmeans the several persons who are for the time being Class A
Bondholders and Class B Bondholders and "Bondholder" shall mean any one of
them.

Effective Datemeans the date of this Deed.

Party means a party to this Deed.

Trust Deedrefers to the agreement constituting £160,000,000 6.735 per cent.
Class A Secured Fixed Rate Bonds due 2029, £51,000,000 7.335 per cent. Class
B Secured Fixed Rate Bonds due 2029, and

£20,000,000 11.000 per cent. Class C Secured Fixed Rate Bonds due 2029,
between the Issuer and the Existing Trustee.

1.2       Construction

(a)         Capitalised terms defined in the Trust Deed have, unless
expressly defined in this Deed, the same meaning in this Deed.

(b)         In this Deed, unless the contrary intention appears, a
reference to a Clause is a reference to the clause of this Deed.

(c)         The headings in this Deed do not affect its interpretation.

2.         APPOINTMENT AND RESIGNATION

2.1       Appointment and resignation

With effect on and from the Effective Date:

(a)        the Existing Trustee hereby resigns as the trustee and
security trustee under the Relevant Documents;

(b)        the Existing Principal Paying Agent hereby resigns as the
principal paying agent under the Relevant Documents;

(c)        the Existing Paying Agent hereby resigns as the paying agent
under the Relevant Documents;

(d)        the Existing Cash Manager hereby resigns as the cash manager
under the Relevant Documents; and

(e)        in accordance with its power under the Trust Deed and the
other Relevant Documents, the Issuer hereby appoints the Successors as the new
Trustee, Security Trustee, Principal Paying Agent, Paying Agent, and Cash
Manager.

2.2       Transfer of rights and release of the Resigning Parties

(a)        All authority, benefits, rights, duties, powers, obligations
and liabilities as Trustee, Security Trustee, Principal Paying Agent, Paying
Agent and Cash Manager under or pursuant to the Trust Deed and the other
Relevant Documents shall be conveyed to, transferred to and assumed and vested
in the Successors, acting in the relevant capacity and all references in the
Trust Deed and the other Relevant Documents to the Trustee, the Security
Trustee, the Principal Paying Agent, the Paying Agent and the Cash Manager
shall be read and construed henceforth accordingly;

(b)        With effect on and from the Effective Date, each of the
Resigning Parties shall be released from all of its obligations and
liabilities under the Relevant Documents to which it is party and shall have
no further benefits, rights, duties or powers under such Relevant Documents
but this is without prejudice to any rights, obligations and liabilities which
have accrued or become available to the relevant Resigning Party prior to the
date hereof;

(c)        The Successors hereby notify each other Party that they
accept their appointments as the new Trustee, Security Trustee, Principal
Paying Agent, Paying Agent, and Cash Manager under the Relevant Documents;

(d)        The Issuer agrees that, with effect from the Effective Date,
all the Resigning Parties' rights, claims, actions and demands whatsoever and
howsoever arising out of and in respect of the Relevant Documents shall be
enforceable by the Successors against the Issuer and the Issuer accepts
performance by the Successors of the obligations and liabilities of the
Resigning Parties under the Relevant Documents in place of performance by the
Resigning Parties.

(e)        Each of the Issuer and the Successors hereby agree for the
benefit of the Resigning Parties that the indemnities in favour of each
Resigning Party in the applicable Relevant Document shall continue to have
effect in respect of any action taken or omitted by a Resigning Party under
the applicable Relevant Document prior to the date of this Deed.

2.3       Notice and formalities

Each Party waive any and all formalities described in and required by the
Relevant Documents in connection with notification requirements or any other
matter.

2.4       Costs & expenses

The Issuer hereby covenants to the Resigning Parties that it shall promptly
pay all properly incurred outstanding fees, costs and expenses (including
legal fees) due and payable to the Resigning Parties pursuant to the Relevant
Documents and in respect of the negotiation and execution of this Deed.

 

3.         TRANSFER

The Existing Trustee must, promptly on request by the Successor Trustee make
available to the Successor Trustee those documents and records in its
possession and provide reasonable assistance (at the cost of the Issuer) as
the Successor Trustee may reasonably request for the purposes of performing
its functions under the Relevant Documents.

 

4.         AMENDMENT

It is hereby agreed and declared that Clause 13(l) of the Trust Deed
pertaining to listing shall be entirely removed and substituted with the
following: " Reserved ".

5.         NOTICE TO BONHOLDERS

The Issuer hereby covenants with the other parties to this Deed that it will
as soon as practicable after the date hereof give notice of the resignation of
the Resigning Parties, the appointment of the Successors and the amendment
effected by this Deed to the Bondholders in accordance with the Conditions.

6.         COUNTERPARTS

This Deed may be executed in any number of counterparts. This has the same
effect as if the signatures on the counterparts were on a single copy of this
Deed.

7.         CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to this Supplemental Trust Deed has no rights
under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Supplemental Trust Deed, but this does not affect any right or remedy of
a third party which exists or is available apart from that Act.

8.         SEVERABILITY

Any provision of this Deed which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. To the extent permitted by applicable law, each of the
Parties hereto waives any provision of law, but only to the extent permitted
by law, which renders any provision of this Deed prohibited or unenforceable
in any respect.

9.         GOVERNING LAW

This Deed and any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with it or its subject matter shall be
governed by, and construed in accordance with, English law.

10.       ENFORCEMENT

(a)        The English courts have exclusive jurisdiction to settle any
dispute including a dispute relating to non- contractual obligations arising
out of or in connection with this Deed.

(b)        The English courts are the most appropriate and convenient
courts to settle any such dispute.

THIS DEEDhas been entered into as a deed on the date stated at the beginning
of this Deed.

 

SIGNATORIES

 

 

Existing Trustee and Existing Security Trustee

 

EXECUTED as a DEEDby
affixing
)               ……………………………

THE COMMON SEAL
of
)               Associate Director

DEUTSCHE TRUSTEE COMPANY
LIMITED                         )

 

………………………………. Associate Director

 

 

 

 

 

Existing Principal Paying Agent and Existing Cash Manager

 

 

Executed as a DEEDfor and on behalf of

DEUTSCHE BANK AG, LONDON BRANCH

by:

 

 

 

Both signatures applied in the presence of:

 

 

 

NAME:

ADDRESS:        c/o Legal Department

21 Moorfields London

EC2Y 9DB

 

Existing Paying Agent

 

 

EXECUTED as a
deed
)

and delivered by a duly authorised signatory
of
)               …………………………..

DEUTSCHE BANK LUXEMBOURG
S.A.
)               Attorney

 

 

 

)               …………………………..

 

)           Attorney

 

 

 

Successor Trustee and Successor Security Trustee

 

EXECUTED as a deed for and on behalf of                )

EXMOOR FIDUCIARY LIMITED                           )

 

by                                                                                )      ……………………………….

 

 

 

Witness's signature:
 
 Name:

Address:
 

 

 

Successor Principal Paying Agent, Successor Cash Manager and Successor Paying
Agent

 

EXECUTED as a deed for and on behalf of                )

CRITERION ASSET MANAGEMENT LIMITED   )

by
 
                                 )
……………………………….

 

 

 

Witness's signature:
 
 Name:

Address:
 

 

 

 

 

Issuer

EXECUTED as a deed for and on behalf of                )

WELLINGTON PUB COMPANY PLC                    )

 

by                                                                                )        ……………………………….

 

 

 

Witness's signature:
 
 Name:

Address:
 

Annex II - Certificate of Outstanding Bonds

Letter from Issuer Regarding the Amount of Bonds Outstanding [Headed notepaper
of Issuer]

To:       DEUTSCHE TRUSTEE COMPANY LIMITED

21 Moorfields London EC2Y 9DB

 Date 

£160,000,000 6.735 per cent. Class A Secured Fixed Rate Bonds due 2029(ISIN:
XS0084965796)

£51,000,000 7.335 per cent. Class B Secured Fixed Rate Bonds due 2029 (ISIN:
XS0084965879)

We, the undersigned, being two Directors of the Issuer, hereby certify to you
in your capacity as the Trustee for the holders of the Bonds referred to below
that:

1.         The total principal amount of the Bonds created and issued
by the Issuer and constituted by a Trust Deed dated 2 March 1998 (the "Trust
Deed") made between the Issuer and you as Trustee was:

·    £160,000,000 6.735 per cent. Class A Secured Fixed Rate Bonds due
2029 ("Class A Bonds"); and

·     £51,000,000 7.335 per cent. Class B Secured Fixed Rate Bonds due
2029 ("Class B Bonds").

2.         The total principal amount of the Bonds outstanding (as
defined in clause 1 of the Trust Deed) as at the date hereof is:

·    £47,780,000 Class A Bonds; and

·    £9,290,000 Class B Bonds.

3.         As at the date hereof, the following principal amount of
Bonds are held by persons for the benefit of the Issuer or any of its
subsidiaries or holding companies or any subsidiaries of any of its holding
companies:

·    £112,220,000 Class A Bonds; and

·    £41,710,000 Class B Bonds.

Terms used but not defined herein shall have the meanings ascribed to them in
the Trust Deed. Yours faithfully

 

……………………………………..
……………………………………..

Name:
Name:

Title:
Director
Title:    Director

Annex III - Written Resolutions

WRITTEN RESOLUTION WELLINGTON PUB COMPANY PLC

(Incorporated and registered in England & Wales with registered number
03406623)

(the "Issuer")

GBP 160,000,000 6.735 per cent. Class A Secured Fixed Rate Bonds due 2029 /
GBP 51,000,000 7.335 per cent. Class B Secured Fixed Rate Bonds due 2029

(the "Bonds")

(ISIN: XS0084965796 / XS0084965879)

Written Resolution of the beneficial holders of the Class A/B Bonds

 

To: DEUTSCHE TRUSTEE COMPANY LIMITED (formerly known as Bankers Trustee
Company Limited)

(the "Trustee") and

To:   WELLINGTON PUB COMPANY PLC

(the "Issuer")

Capitalised terms used herein and not specifically defined will bear the same
meanings as in the trust deed dated 2 March 1998 (the "Trust Deed") made
between the Issuer and Deutsche Trustee Company Limited (the "Trustee"). In
addition, "Written Resolution" where used herein, means a resolution in
writing signed by Bondholders pursuant to paragraph 24 of the Fifth Schedule
to the Trust Deed.

 

1.         We represent and warrant that as at the date of signing of
this Written Resolution we are the holder of GBP  •  (representing  •  per
cent. of the outstanding Bonds) of the Bonds held on our behalf by a
custodian,  • , London Branch in the Clearing System Account Number
referenced below. We confirm that, for the purposes of the definition of
"outstanding" in the Trust Deed and the fifth schedule (Provisions for the
Meeting of Bondholders) of the Trust Deed (i) we are entitled to vote in
respect of this Written Resolution and (ii) no Bonds are held by any person
for the benefit of the Issuer or any of its subsidiaries or holding companies
or any subsidiaries of any of its holding companies.

2.         We acknowledge that we are aware of the intention to enter
into a Deed of Amendment, Resignation and Appointment to, inter alia, (i)
replace each of the Trustee, the Security Trustee, the Principal Paying Agent,
the Paying Agent and the Cash Manager with Exmoor Fiduciary Limited as
successor trustee and security trustee, and Criterion Asset Management Limited
as the successor principal paying agent, paying agent and cash manager (the
"Successors"); and (ii) amend the Trust Deed by removing the listing
requirement under Clause 13(l) of the Trust Deed.

 

3.         As the holder of  •  per cent. of the outstanding Bonds,
we hereby resolve, confirm and instruct:

(A)          That each of the appointments of the Successors in
relation to the Relevant Documents, as specified in the Deed of Amendment,
Resignation and Appointment (included as Schedule 1 hereto), be and are hereby
approved ("Appointments"); and

 

(B)          That Clause 13(l) of the Trust Deed pertaining to
listing shall be entirely removed and substituted with the following:
" Reserved " (together with the Appointments, the "Amendments"); and

(C)          That the Trustee, the Successors and the Issuer are
hereby authorised, directed and instructed to execute the Deed of Amendment,
Resignation and Appointment (inserted as Schedule 1 hereto), to give effect to
the matters contemplated therein and to take such other action as may be
required to effect such matters; and

(D)   That the Trustee be and it is hereby authorised and instructed not to
obtain any legal opinions in relation to, or to make any investigation or
enquiry into, the power and capacity of any person to enter into the Deed of
Amendment, Resignation and Appointment, or the due execution and delivery
thereof by any party thereto or the validity or enforceability thereof and
that it shall not be liable to any Bondholder for the failure to do so or for
any consequences thereof; and

 

(E)           That the Trustee and the Issuer shall have no
liability for acting upon this Written Resolution even though it may be
subsequently found that there is a defect in the passing of this Written
Resolution or that for any reason this Written Resolution is not valid or
binding on the Holder; and

 

(F)           That any and every modification, abrogation,
variation, compromise of, or arrangement in respect of, the rights of the
holders of Bonds against the Issuer or any other party whether such rights
shall arise under the Trust Deed, the Conditions or otherwise, necessary or
appropriate to give effect to this Written Resolution and the Amendments, is
hereby approved; and

(G)          That the Trustee, the Successors and the Issuer are
authorised, requested and directed to concur in and execute all such documents
and do such acts and things as may be necessary to carry out and give effect
to this Written Resolution and the Amendments; and

 

(H)          That we hereby waive for the purpose of this Written
Resolution any and all formalities described in and required by the Bonds, the
Conditions and/or the other Relevant Documents in connection with notice
periods in respect of any resignation, notification requirements or any other
matter; and

(I)            That the Trustee is hereby discharged, released and
exonerated from any and all liability for which it may have become or may
become responsible under the Relevant Documents to which it is party and/or
the Conditions in respect of any act or omission in connection with the
Amendments, this Written Resolution or the implementation thereof.

 

4.         We also unconditionally represent and warrant that we have
instructed  •  as our Custodian to (i) block the Bonds in the accounts of
Euroclear and/or Clearstream until the Amendments contemplated in this Written
Resolution have been completed and (ii) provide proof satisfactory to the
Trustee of our holding of the Bonds in accordance with the notice sent by the
Issuer to Bondholders in respect of the Amendments

5.         We hereby acknowledge and represent and warrant to the
Trustee that:

 

(A)       we have consulted with our legal, regulatory, tax, business,
investment, financial and/or accounting advisers to the extent we deem
necessary, and have made our own investment, hedging and trading decisions
(including decisions regarding the Amendments) based upon our own judgement
and upon advice from such advisers as we deem necessary and not upon any view
expressed by the Trustee or Deutsche Bank AG, acting through its London branch
or any of its affiliates;

 

(B)       we have not relied on any communication (written or oral) from
the Trustee and/or Deutsche Bank AG, acting through its London branch as
investment advice or as a recommendation to agree to the approve the
Amendments, it being understood that information and explanations related to
the Amendments shall not be considered to be investment advice;

(C)       the Trustee is not acting as a fiduciary for or adviser to us
in respect of the matters contemplated under this Written Resolution; and

 

(D)       this Written Resolutions may be executed in counterparts and
each counterpart shall be deemed to be an original and which counterparts when
taken together shall constitute one and the same instructions.

Dated:
 

Principal amount of the Class A/B Bonds held:  •  GBP Clearing System
Account Number:  • 

Duly authorised for and on behalf of:  • 

 

 

By:
 
 Name:

Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

Schedule 1

Annex IV- Custodian Confirmation Letter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9

[To be printed on the custodian's letterhead]

 

To: Deutsche Trustee Company Limited 21 Moorfields

London

EC2Y 9DB

 

 

Dear Sirs,

 

 

Custodian Confirmation Letter(1 (#_bookmark0) )

[Insert date]

We hereby confirm that we act as custodian in respect of our client [Client
Name].

As at the date of this letter, we hold the position(s) mentioned in the table
below as confirmed by the statement(s) attached to this letter(2
(#_bookmark1) ) in [Client Name] [Euroclear and/or Clearstream] account
number(s): [insert account(s) number], as custodian on behalf of [Client
Name].

 

 Client Name  Account  ISIN   Name of      Currency  Position

              Number          Securities
  •            •        •      •           GBP        • 

 

Please could you regard [Client Name] as a bondholder for each of the
position(s) mentioned in the table above on [insert date].

Please contact us if you have any queries.

Yours faithfully [Custodian Name] By:

Name: Title:

 

(1) Include a custody statement that shows:

·      Name of the client (same as referred to in the above letter)

·      Account number (same as referred to in the above letter)

·      ISIN

·      Description of the securities

·      Currency of the securities

·      Amount of the securities held by the client in the account

(2) Please ensure the account statement(s) are dated the same date as the
letter

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