Intu Debenture PLC
Announcement of Updated Business
Plan
INTU DEBENTURE PLC
LEI:
213800UX3TM5RGB1UF29
£354,876,000 8.75 per cent. First Mortgage
Debenture Stock 2027
INTU DEBENTURE PLC (THE "COMPANY") ANNOUNCES PUBLICATION OF
DRAFT UPDATED BUSINESS PLAN AND ANTICIPATED EXTRAORDINARY
RESOLUTION PROCESS FOR, AMONGST OTHER THINGS, APPROVAL OF DRAFT
UPDATED BUSINESS PLAN
15 February 2024
Updated
Business Plan
The Company announces publication of a draft
updated business plan for FY24-27 (the "Updated Business Plan") which has been
prepared by the Company in conjunction with the Company's asset
manager, Pradera Lateral Limited. The Updated Business Plan
is available on the Company's website at
https://debentureplc.com/wp-content/uploads/2024/02/Intu-Debenture-Plc-2024-Business-Plan-RNS.pdf
The Updated Business Plan has been prepared,
amongst other things, based on the entry into by Intu Eldon Square
Limited and Steventon Limited of a cooperation agreement with The
Council of the City of Newcastle upon Tyne ("NCC") (the "Cooperation Agreement") in relation to
the Eldon Square Property. The Cooperation Agreement
represents an important step for both NCC and the Group in
connection with the future direction and operation of the Eldon
Square Property. Whilst the Cooperation Agreement does not
amend, supplement or otherwise waive the current headlease
arrangements between the parties (or otherwise bind the parties to
material obligation or liability), it does provide an important
framework within which the parties can work towards a turnaround of
the Eldon Square Property.
The Company intends to publish a final version
of the Updated Business Plan (or confirmation that there has been
no change to the Updated Business Plan) that Stockholders will be
asked to consider and, if thought fit, approve within the context
of an Extraordinary Resolution in due course (see further
below).
The Company notes that although the Updated
Business Plan reflects actual numbers, where available, all
projections should continue to be taken as directional
only.
Extraordinary
Resolution
Reference is made to the Company's RNS of 20
December 2023 pursuant to which the delay in publishing the Updated
Business Plan was announced, together with the corresponding Event
of Default which resulted from the failure to deliver the Updated
Business Plan for approval within the time frame required by the
Trust Deed (the "BP
EoD").
As referenced above, the Company intends, as
soon as reasonably practicable following the date of this
announcement, to issue a notice (the "Notice of Meeting") to convene a
meeting of Stockholders in order to obtain the approval of the
Stockholders to the Updated Business Plan by way of an
Extraordinary Resolution.
At the same proposed meeting of Stockholders,
the Company will also seek an Extraordinary Resolution of the
Stockholders in order to obtain a waiver of the certain Events of
Default which have arisen pursuant to the Trust Deed,
including:
- the BP
EoD;
- the
Event of Default which has occurred under clause 22.1.7(i) of the
Trust Deed as a result of the failure by the Company to deliver a
notice to the Trustee and the Stockholders in accordance with
Clause 8.7.1 of the Trust Deed to confirm, on the Sweep Date
immediately preceding the Interest Payment Date falling on 31
December 2023 (being 21 December 2023), the Available
Distribution Amount on that Sweep Date and the Due Amount in
respect of that Interest Payment Date and, as applicable, the other
calculations and amounts required to be specified in such notice in
accordance with Clauses 4.2.4(ii) to (v);
- the
Event of Default which has occurred under clause 22.1.7(i) of the
Trust Deed as a result of the failure by the Company to file the
audited financial statements of both the Company and of the
Charging Subsidiaries for the financial year ended 31 December 2022
by the requisite filing deadlines; and
- the
Event of Default which has occurred under clause 22.1.7(i) of the
Trust Deed as a result of the failure by a director of each
relevant company to certify each set of financial statements
delivered by the Company pursuant to Clause 8.1.1 of the Trust Deed
as "fairly presenting its financial condition as at the date as at
which those financial statements were drawn up."
The Company confirms that each of the Events of
Default listed above have been notified to it by the Trustee
(requesting a remedy) and that no remedy or waiver has been
effected within the applicable grace periods set out in the Trust
Deed. Further detail on the Company's proposed approach to
each of the Events of Default listed above (and any other relevant
matters) will be set out in the Notice of Meeting.
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
Supplemental Trust Deed dated 5 September 2023 and the trust deed
dated 5 October 2006 (as amended and supplemented from
time to time and together with the Supplemental Trust Deed, 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 and expresses no views or opinions
on this announcement. Stockholders are advised to take their own
legal, financial and/or tax advice in relation to this
announcement.
Stockholders should contact the following for
further information:
Company
Simmons & Simmons LLP
Citypoint
1 Ropemaker Street
London
EC2Y 9SS
United Kingdom
Email: intu@simmons-simmons.com
Attention: James Taylor
Registrar
Link Group
PXS 1
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Telephone: +44 371 664 0300
(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: shareholderenquiries@linkgroup.co.uk
This announcement is made by Intu Debenture
PLC
Dated: 15 February 2024