Notice of Extraordinary Resolution

XPE Group PLC

15 November 2024

 

Notice of Stockholder Meeting

XPE GROUP PLC

Released 15 November 2024

XPE Group PLC

15 November 2024

XPE Group PLC

Notice of Meeting

XPE GROUP PLC

LEI: 213800UX3TM5RGB1UF29

£354,876,000 8.75 per cent. First Mortgage Debenture Stock 2027

INTU DEBENTURE PLC (THE "COMPANY") ANNOUNCES PUBLICATION OF NOTICE OF MEETING OF STOCKHOLDERS

                                                                                                                                                                                                                                                                                                                                                                         15 November 2024

Notice of Meeting

XPE Group PLC has, in accordance with the terms of the Trust Deed, convened a meeting of the Stockholders to consider those matters set out in the Notice of Meeting of Stockholders (the "Meeting") at which the Stockholders will be asked to approve two Extraordinary Resolutions regarding a change to the Trustee, Registrar and Paying Agent and proposed amendments to the Trust Deed, amongst other matters, each such matter more fully set out in the notice of meeting dated 15 November 2024 (the "Notice of Meeting"). The Meeting is to be held on 12 December 2024 virtually by way of videoconference at 10.00am (London time).

Stockholders should refer to the Notice of Meeting for further details in connection with participating in the Meeting and/or voting in respect of the Extraordinary Resolutions.

The Notice of Meeting (which sets out the Extraordinary Resolutions being proposed to the Stockholders, the background to those Extraordinary Resolutions and details the terms of the Initial Supplemental Trust Deed and Further Supplemental Trust Deed (each term as defined in the Notice of Meeting)) will be distributed to the Stockholders by post and will also be made available through a secured web portal the details of which are available from the Trustee who can be contacted at [e-mail]. A copy of the Notice of Meeting has been submitted to the National Storage Mechanism and will be available shortly for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

De-Listing and Future Provision of Information

One of the approvals sought in the Extraordinary Resolutions is to de-list the Stock from the London Stock Exchange. If the Extraordinary Resolutions are passed and implemented, following the de-listing of the Stock, the Company will cease to make information available via its website and the RNS service. Information will instead be provided to Stockholders via a secure web portal hosted by GLAS Specialist Services Limited in its capacity as registrar. Stockholders and persons holding a beneficial interest in the Stock are encouraged to contact GLAS Specialist Services Limited at [e-mail] to obtain access to the secure web portal, in order to continue to receive information under and in accordance with the terms of the Trust Deed as amended.

Recognising the illiquidity of the Stock, the Company may provide further information to Stockholders who might wish to explore a sale of their Stock. Please contact the Company at ​[e-mail] for further information.

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 trust deed dated 5 October 2006 (as amended and supplemented from time to time (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, the Notice of Meeting or the Extraordinary Resolution and expresses no views or opinions on this announcement, the Notice of Meeting or the Extraordinary Resolution. Stockholders are advised to take their own legal, financial and/or tax advice in relation to this announcement, the Notice of Meeting and the Extraordinary Resolution.

Stockholders should contact the following for further information:

Company

XPE Group PLC

c/o Pradera Lateral Limited
5^th Floor
20 Fenchurch Street
London
EC3M 3BY

Email:               [e-mail]
Attention:          Matt Beddow

Registrar

Link Group

PXS 1

Central Square

29 Wellington Street

Leeds

LS1 4DL

United Kingdom

Telephone: [phone]
(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: [e-mail]  

This announcement is made by XPE Group PLC

Dated: 15 November 2024

 

END