Bond Consent Solicitation

RNS Number : 3264Q

Taylor Wimpey PLC

08 April 2009

 



Not for distribution, directly or indirectly, in or into the United States
RNS ANNOUNCEMENT

TAYLOR WIMPEY PLC 
CONSENT SOLICITATION
£250,000,000 6.625% Guaranteed Bonds due 2012 (ISIN: XS0142298685)
£200,000,000 6.375% Bonds due 2019 (ISIN: XS0193226965)

8 April 2009

As announced on 7 April 2009, Taylor Wimpey plc (the 'Company') today formally announces proposals to amend its £250,000,000 6.625 per cent. Guaranteed Bonds due 2012 (the '2012 Bonds') and £200,000,000 6.375 per cent. Bonds due 2019 (the '2019 Bonds') by way of consent solicitations (the 'Consent Solicitation') as set out in two memoranda dated 8 April 2009 (the 'Consent Solicitation Memoranda').

Holders of the 2012 Bonds and the 2019 Bonds ('Bondholders') who deliver an irrevocable Electronic Voting Instruction in favour of the proposals prior to the Early Response Deadline will, subject to the terms and conditions of the Consent Solicitation Memoranda, receive an early response fee equal to £10 for every £1,000 in principal amount of the outstanding 2012 Bonds or 2019 Bonds held by such Bondholders.

The Consent Solicitation consists of proposals which provide for the terms of the 2012 and 2019 Bonds to be amended such that, inter alia:

• the maturity date of the 2012 Bonds will be extended from 7 February 2012 to 3 July 2012, in consideration of which an extension fee equal to 0.20 per cent. of the principal amount of the outstanding 2012 Bonds will be payable;

• the interest rate applicable to both the 2012 and 2019 Bonds will be increased by 4.55 per cent. per annum initially subject to adjustment depending on certain performance criteria;

• a further PIK margin will be payable at an initial rate of 1.5 per cent. per annum, subject to adjustment depending on certain performance criteria;

• there will be a revised package of financial and other covenants;

• the provisions relating to redemption will be amended, including the addition of an ability for Bondholders to require the Company to redeem the 2019 Bonds on 3 July 2012, and, in certain circumstances, to redeem both the 2012 Bonds and 2019 Bonds on 7 February 2012.

These amendments will align the terms of the 2012 Bonds and 2019 Bonds with arrangements to be put in place with the other principal creditors of the Taylor Wimpey group. The proposed amendments to the 2019 Bonds will have effect until and including 3 July 2012; thereafter (if not redeemed in full) the 2019 Bonds will revert to the terms and conditions applicable as at the date of this document.

Bondholders and certain other creditors of the Company will be issued warrants on a pro rata basis giving them the right to subscribe in cash for, in aggregate, a maximum of 57,914,900 ordinary shares in the Company, representing approximately 5 per cent. of the existing fully diluted issued share capital.

Special Committees of both the 2012 Bonds and the 2019 Bonds have already accepted the amendments, with irrevocable undertakings in support of the proposal from Bondholders holding approximately 78% of the 2012 Bonds and approximately 76% of the 2019 Bonds. The proposal requires support of at least 75% of the Bondholders at each of the meetings of the Bondholders of the 2012 Bonds and the 2019 Bonds.

The Company has separately solicited Bondholders of the 2012 Bonds and the 2019 Bonds to consider the proposals upon the terms and conditions set out in the Consent Solicitation Memoranda. An indicative timetable is set out below.

Indicative Timetable

Launch of Consent Solicitation                                         8 April 2009

Early Response Deadline                                                 24 April 2009, 16:00

Final voting instruction deadline:                                      28 April 2009, 09:00 (2012
                                                                                             Bonds) / 09:30 (2019 Bonds)

Time and date of meeting:                                                30 April 2009, 09:00 (2012
                                                                                             Bonds) / 09:30 (2019 Bonds)

All references are to London time.

As stated above, Bondholders holding the 2012 Bonds and the 2019 Bonds who deliver an irrevocable Electronic Voting Instruction in favour of the proposals prior to the Early Response Deadline will, subject to the terms and conditions of the Consent Solicitation Memoranda, receive an early response fee equal to £10 for every £1,000 in principal amount of the outstanding 2012 Bonds or 2019 Bonds held by such Bondholders.

Bondholders holding the 2012 Bonds or 2019 Bonds are advised to read carefully the relevant Consent Solicitation Memorandum for full details of and information on the procedures for participating in the Consent Solicitation, including details of the fee referred to above. HSBC Bank plc is acting as Consent Solicitation Agent. Lucid Issuer Services Limited is acting as Tabulation Agent.

Requests for all information in relation to the Consent Solicitation, including requests for copies of the Consent Solicitation Memorandum, should be directed to:

The Consent Solicitation Agent

HSBC Bank plc
8 Canada Square,
London, E14 5HQ

For information by telephone: [phone]
Attention: Liability Management Group
Email: [e-mail]

or

The Tabulation Agent

Lucid Issuer Services Limited
Leroy House,
436 Essex Road,
London, N1 3QP

For information by telephone: [phone]
Attention: Yves Theis
Email: [e-mail]

All requests for information in relation to voting procedures should be directed to the Tabulation Agent.

This release does not constitute an invitation to participate in the Consent Solicitation in any jurisdiction which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws.

No offer or invitation to issue or redeem any securities is being made pursuant to this release. This release must be read in conjunction with the Consent Solicitation Memoranda. This release and the Consent Solicitation Memoranda contain important information which should be read carefully before any decision is made in relation to the Consent Solicitation. If a Bondholder is in any doubt as to the action they should take, they are recommended to seek their own financial advice, including in respect of any tax consequences, immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose 2012 Bonds or 2019 Bonds are held on its behalf by a broker, dealer, bank, custodian trust company or other nominee must contact such entity if they wish to participate in the Consent Solicitation. None of the Taylor Wimpey group, HSBC Bank plc or Lucid Issuer Services Limited (nor any person related to such entity) makes any recommendation as to whether or not Bondholders should participate in the Consent Solicitation.

The distribution of the Consent Solicitation Memoranda in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memoranda comes are required by the Company, HSBC Bank plc and Lucid Issuer Services Limited to inform themselves about, and to observe, any such restrictions.

The Bonds are subject to U.S. tax law requirements and the Consent Solicitation Memoranda and the Bonds may not be issued or delivered to any person who is inside the United States. Further, in connection with the Proposal and the transactions contemplated thereby none of the Company, HSBC Bank plc (in its capacity as the Solicitation Agent) or Lucid Issuer Services Limited (in its capacity as the Tabulation Agent) will communicate, directly or indirectly, with any Bondholder if such Bondholder is within the United States and none of the Company, the Tabulation Agent or the Solicitation Agent will involve its U.S. office (or employees or agents within the United States) in the Consent Solicitation or transactions contemplated thereby. Terms used in this paragraph have the meaning given to them by the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder, including the U.S. treasury regulation 1.163-5(c)(2)(i)(C).

The Bonds have not been, and will not be, registered under the US Securities Act of 1933, as amended, and may only be offered and sold pursuant to Regulation S.

By receiving the Consent Solicitation Memoranda, a Bondholder will be deemed to have confirmed to HSBC and/or Lucid (as the case may be), as the sender of the Consent Solicitation Memoranda, that: (i) they are a holder or a beneficial owner of the Bonds; (ii) they are not a person to or from whom it is unlawful to send the Consent Solicitation Memoranda, or to solicit consents in respect of the Proposal, under applicable law or regulation; and (iii) they consent to delivery by electronic transmission.

This document does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or exchange or subscribe for, any securities of the Company or any other entity. The distribution of this document in certain jurisdictions may be restricted by law and persons into whose possession this document comes are requested to inform themselves about, and to observe, any such restrictions. This document does not constitute a solicitation in any circumstances in which such solicitation is unlawful.

 

END

 

 

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