TIDMDTY
RNS Number : 6415Y
Dignity PLC
07 September 2022
FOR IMMEDIATE RELEASE 7 September 2022
Dignity plc
("Dignity", the "Company" or the "Group")
CONSENT SOLICITATION WITH NOTEHOLDERS
Proposal offers additional financial flexibility and
deleveraging for the Group
Dignity, the UK's leading provider of funeral plans and end of
life services, notes the announcement made today by Dignity Finance
PLC ("Dignity Finance"), a Group subsidiary, of the launch of a
consent solicitation with its Noteholders in relation to a
deleveraging proposal ("Consent Proposal").
As stated in the Group's 2021 annual results, following the
award of a temporary covenant waiver by the Class A Noteholders,
the Company has continued to work on a long term solution to
improve the Group's capital structure. As part of implementing this
strategy, Dignity is now seeking certain consents from Noteholders
for a potential transaction involving the realisation of value from
selected crematoria assets, with the proceeds of such a transaction
being applied in a partial redemption of the Class A Notes, as
required by the current documentation. These consents, if approved,
will apply for 12 months following approval by the Class A
Noteholders.
As part of the Consent Proposal, Dignity is also seeking a
series of amendments to provisions within the financing documents
in order to provide operational flexibilities and to bring the
Dignity financing structure more in line with recent securitisation
structures.
As a condition to this Consent Proposal, Dignity will be
required to inject a minimum of GBP70 million into the
securitisation group companies to partially repay some of the Class
A Notes outstanding (including the payment of a redemption premium)
in consideration for assets leaving the securitisation group, if a
potential transaction in relation to the crematoria assets becomes
unconditional within 12 months of the Class A Noteholders' approval
referred to above. This will result in a deleveraging of the Group
and a positive impact on the underlying financial ratios.
The assets which are subject to the proposals are seven
crematoria where the freehold and leasehold properties are owned by
companies outside of the securitisation group and leased to Dignity
Funerals Limited (a company in the financing ringfence). The
portfolio is expected to generate a total of GBP6.7m EBITDA (2022
Budget) for the Group. As part of any potential transaction
involving these crematoria assets, Dignity may enter into an
agreement to continue to operate these assets (e.g. a master
services agreement).
Dignity Finance has accordingly launched a Consent Proposal with
its Class A Noteholders. Further information on the Consent
Proposal can be found within the announcement made by Dignity
Finance.
The Consent Proposal has been considered by a special committee
(the "Special Committee") consisting of Noteholders and convened by
The Investment Association at the request of Dignity Finance. The
members of the Special Committee, who hold in aggregate
approximately 61 per cent of the current principal amount
outstanding of the Class A Notes have examined the proposal and
have informed Dignity Finance that they find it acceptable.
Kate Davidson, Chief Executive of Dignity, commented: "The
proposal announced today marks a key milestone in ensuring the
Company's capital structure supports our new strategic goals and
vision for the Group. If Noteholder consent is provided, it would
enhance operational flexibilities in alignment with recent
securitisation terms and unlock greater investment into our
properties, facilities and people, to grow and strengthen
Dignity."
For further information please contact:
Kate Davidson, Chief Executive
Dean Moore, Interim Chief Financial
Officer
Dignity plc +44 (0) 20 7466 5000
Chris Lane
Hannah Ratcliff
Verity Parker
Buchanan +44 (0) 20 7466 5000
www.buchanan.uk.com Dignity@buchanan.uk.com
Forward-looking statements
This announcement and the Dignity plc investor website may
contain certain 'forward-looking statements' with respect to
Dignity plc ('the Company') and the Group's financial condition,
results of its operations and business, and certain plans,
strategy, objectives, goals and expectations with respect to these
items and the economies and markets in which the Group
operates.
Forward-looking statements are sometimes, but not always,
identified by their use of a date in the future or such words as
'anticipates', 'aims', 'due', 'could', 'may', 'should', 'will',
'would', 'expects', 'believes', 'intends', 'plans', 'targets',
'goal' or 'estimates' or, in each case, their negative or other
variations or comparable terminology. Forward-looking statements
are not guarantees of future performance. By their very nature
forward-looking statements are inherently unpredictable,
speculative and involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.
The forward-looking statements in this announcement are based upon
various assumptions, many of which are based, in turn, upon further
assumptions, including, without limitation, management's
examination of historical operating trends, data contained in the
Company's records and other data available from third parties. Many
of these assumptions, risks and uncertainties relate to factors
that are beyond the Group's ability to control or estimate
precisely. There are a number of such factors that could cause
actual results and developments to differ materially from those
expressed or implied by these forward-looking statements. These
factors include, but are not limited to, changes in the economies
and markets in which the Group operates; changes in the legal,
regulatory and competition frameworks in which the Group operates;
changes in the markets from which the Group raises finance; the
strength of competitors; the impact of legal or other proceedings
against or which affect the Group; future plans and potential for
future growth; changes in accounting practices and interpretation
of accounting standards under IFRS, and changes in interest and
exchange rates. Although the Company believes that these
assumptions were reasonable when made, these assumptions are
inherently subject to significant uncertainties and contingencies
which are difficult or impossible to predict and are beyond its
control, and the Company may not achieve or accomplish these
expectations, beliefs or projections. Neither the Company, nor any
of its members, directors, officers, agents, employees or advisers
intend or have any duty or obligation to supplement, amend, update
or revise any of the forward-looking statements contained in this
announcement.
Any forward-looking statements made in this announcement or the
Dignity plc investor website, or made subsequently, which are
attributable to the Company or any other member of the Group, or
persons acting on their behalf, are expressly qualified in their
entirety by the factors referred to above. Each forward-looking
statement speaks only as of the date it is made. Except as required
by its legal or statutory obligations, the Company does not intend
to update any forward-looking statements.
Nothing in this announcement or on the Dignity plc investor
website should be construed as a profit forecast or an invitation
to deal in the securities of the Company.
Legal Entity Identifier number:
Dignity plc - 21380049687CNAYKV483
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END
MSCUPUQCBUPPGGM
(END) Dow Jones Newswires
September 07, 2022 10:55 ET (14:55 GMT)
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