THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU DO NOT UNDERSTAND IT OR ARE IN ANY DOUBT AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK INDEPENDENT ADVICE FROM YOUR OWN APPROPRIATELY AUTHORIZED INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISOR IMMEDIATELY.
NOT FOR RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
June 30, 2021
TALKTALK’S CONSENT SOLICITATION: CLARIFICATION OF THE PROPOSED AMENDMENTS
On June 22, 2021, TalkTalk Telecom Group Limited (f/k/a TalkTalk Telecom Group PLC) (the “Issuer”) solicited Consents from Holders of its £685,000,000 3.875% Senior Notes due 2025 (Common Code: 212116734; ISIN: XS2121167345) (the “Notes”) issued pursuant to, and voting as a single series under, an indenture dated as of February 20, 2020 (the “Indenture”) to approve certain amendments to such Indenture (the “Solicitation”).
The Solicitation was made on the terms and subject to the conditions and restrictions set out in the Consent Solicitation Statement dated June 22, 2021 (the “Consent Solicitation Statement”). Capitalized terms used, but not defined, in this announcement have the meanings given to them in the Consent Solicitation Statement or the Indenture, as applicable.
The Issuer hereby informs the Holders that it has decided to make the following clarificatory amendment (marked in underline below) to the Proposed Amendments (the “Amendment”), which is, in its sole and absolute judgment, favourable to the Holders (see paragraph 3 of the section entitled “The Proposed Amendments” of the Consent Solicitation Statement):
““Permitted Collateral Liens” means Liens on the Collateral:
(a) that are described in one or more of clauses (a), (d), (e), (f), (g), (h), (i), (m), (n), (o), (v), (w), (z), (y) and (aa) of the definition of “Permitted Liens” and Liens arising by operation of law that would not materially interfere with the ability of the Security Agent to enforce the Security Interests in the Collateral;
(b) to secure (1) all obligations (including paid-in-kind interest) in respect of Debt that is permitted to be incurred under sub-clauses (a), (b), (c), (e)(i) (to the extent such guarantee is in respect of Debt otherwise permitted to be secured and specified in this definition), (f), (h), (l) (if the original Debt was so secured), (o), (s) and (y) of Section 4.04(2); and (2) Senior Secured Debt that is permitted by sub-clause (t) of Section 4.04(2) and Section 4.04(1)(ii), provided that with respect to Debt that is Incurred under sub-clauses (a) and (h) of Section 4.04(2), such Liens may rank senior to the Liens securing the Notes and the Guarantees with respect to distributions of proceeds of any enforcement of Collateral and provided further that nothing in this definition shall prevent lenders under any Credit Facilities from providing for any ordering of payments under the various tranches of such Credit Facilities; and
(c) Incurred in the ordinary course of business of the Issuer or any of the Restricted Subsidiaries with respect to obligations that in total do not exceed the greater of £20.0 million and 7.5% of Consolidated EBITDA at any time outstanding and that (i) are not Incurred in connection with the borrowing of money and (ii) do not in the aggregate materially detract from the value of the property or materially impair the use thereof or the operation of the Issuer’s or such Restricted Subsidiary’s business,
provided that, in the case of clause (b) or (c) above, each of the secured parties to any such Debt that is to share in all or substantially all of the Collateral will have entered into the Intercreditor Agreement or an Additional Intercreditor Agreement; and provided further that for purposes of determining compliance with this definition, in the event that a Permitted Collateral Lien meets the criteria of more than one of the categories of Permitted Collateral Liens described in clauses (a) through (c) above, the Issuer will be permitted to classify such Permitted Collateral Lien on the date of its Incurrence and reclassify such Permitted Collateral Lien at any time and in any manner that complies with this definition.”
The Issuer has agreed to introduce the Amendment to accommodate requests it received from certain Holders. If the Proposed Amendments (including the Amendment) become operative, all Holders will be bound by such Proposed Amendments in respect of which the Supplemental Indenture has been executed, whether or not such Holders delivered a Consent or otherwise affirmatively objected to the Proposed Amendments.
Any persons with questions regarding the Solicitation should contact HSBC Bank plc (the “Solicitation Agent”) using the contact details below. Neither the Solicitation Agent, the Tabulation and Information Agent, the Trustee or the Security Agent take any responsibility for the contents of this announcement or make any representation or recommendation whatsoever regarding the Solicitation.
If any Holder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.
For further information, please contact the Solicitation Agent at the address set forth below:
HSBC Bank plc
8 Canada Square
London E14 5HQ
Attn: Liability Management
Inquiries regarding the Solicitation:
Phone: +44 20 7992 6237
To obtain a copy of the Consent Solicitation Statement, please contact the Information and Tabulation Agent at the telephone number and address set forth below:
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
Telephone: +44 20 7704 0880
Attention: Mu-yen Lo / Harry Ringrose
The deadlines set by Clearing Systems for the submission of Consents will be earlier than the Expiration Time. Holders are advised to read carefully the Consent Solicitation Statement for full details of, and information on, the Solicitation.
About the Issuer and the Group
The Issuer is a limited company incorporated under the laws of England and Wales. The Issuer’s registered address is at Soapworks, Ordsall Lane, Salford M5 3TT, United Kingdom.
The Issuer and its consolidated subsidiaries (the “Group”) are the UK’s leading value-for-money provider of fixed-line connectivity services for residential and business customers, providing landline telephony, broadband and TV to over four million customers. The Issuer is the holding company of the Group.
This announcement has been prepared by the Issuer exclusively for information purposes. It does not constitute or include any advice or recommendation by the Issuer (or any other person) regarding any securities of the Issuer or as to the merits of any transaction or the making of any investment decision. It does not constitute or include any confirmation or commitment by the Issuer (or any other person) regarding the present or future value of the business of the Issuer, the Group, any of its securities, its affiliates or any of their assets.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Issuer or any other person in the United States or any other jurisdiction. This announcement is not directed at, or intended for distribution, publication, availability to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction, where such distribution, publication, availability or use would be contrary to law or regulation, or which would require any registration or licensing within such jurisdiction.
This announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the Issuer or the Group (“forward-looking statements”) which reflect various assumptions concerning anticipated results taken from current business plans or from public sources, which may or may not prove to be correct. Such forward-looking statements reflect the Issuer’s or the Group’s, as applicable, expectations as of the date of this announcement, based on the then current business plans and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved.
Although the Issuer believes that the expectations reflected in these forward-looking statements were reasonable at the time they were made, the Issuer can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements. It is up to the recipient of this announcement to make its own assessment of the validity of such forward-looking statements and assumptions and no liability is accepted by the Issuer, or any director, officer, employee, agent, partner, affiliate, manager or adviser of the Issuer or any other person in respect of the achievement of such forward-looking statements and assumptions. In particular, the Issuer, the Group and any director, officer, employee, agent, partner, affiliate, manager or adviser thereof do not accept any liability whatsoever to any person, regardless of the form of action, including for any lost profits or lost opportunity, or for any indirect, special, consequential, incidental or punitive damages arising from any use of this announcement, its contents or preparation or otherwise in connection with it, even if the Issuer, the Group or any director, officer, employee, agent, partner, affiliate, manager or adviser thereof has been advised of the possibility of such damages.