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June 22, 2021
Solicitation of consents relating to
£685,000,000 3.875% Senior Notes due 2025
Common Code: 212116734; ISIN: XS2121167345
issued pursuant to, and voting as a single series under, an indenture dated as of February 20, 2020
TalkTalk Telecom Group Limited
(f/k/a TalkTalk Telecom Group PLC)
having its registered office at Soapworks, Ordsall Lane, Salford M5 3TT, United Kingdom
The Issuer has today commenced a consent solicitation (the “Solicitation”) in respect of all of its outstanding Notes pursuant to a consent solicitation statement dated the date hereof (the “Consent Solicitation Statement”). The Notes are governed by the Indenture by and among, inter alios, the Issuer, as issuer, certain of its subsidiaries, as guarantors (the “Guarantors”), and BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”).
Background to the Solicitation
On February 20, 2020, the Issuer issued £575,000,000 in aggregate principal amount of Notes (the “Original Notes”). On February 3, 2021, the Issuer issued £110,000,000 in aggregate principal amount of additional Notes (the “Additional Notes”). Such Additional Notes have been consolidated and are treated as a single series with the Original Notes.
After the issuance of the Additional Notes, the Group (as defined below) was taken private by Tosca in the Proposed Acquisition (each, as defined in the Offering Memorandum relating to the Additional Notes dated January 27, 2021 (the “Offering Memorandum”)). On March 15, 2021, the Issuer’s shares were delisted from the London Stock Exchange. On March 26, 2021, the Issuer became a private limited company.
In the Offering Memorandum, the Issuer and the Guarantors disclosed that in connection with the Proposed Acquisition and conditional upon its completion, they may elect, in their sole discretion, to grant English law share pledges over the shares in each of the Guarantors and floating charges over substantially all of the assets of the Issuer and the Guarantors (the “Collateral”) to secure on a pari passu basis their obligations under (i) the Indenture, (ii) the Revolving Credit Facility Agreement originally dated May 8, 2017, as amended and restated from time to time, between, among others, the Issuer, as borrower, the Guarantors, as guarantors, and the lenders as described therein, providing for the up to £395 million revolving credit facility (the “Revolving Credit Facility Agreement”); and (iii) the Bilateral Credit Facility Agreement dated April 29, 2020 between, among others, the Issuer, as borrower, the Guarantors, as guarantors, and the lender as described therein, providing for the up to £35 million revolving credit facility (the “Bilateral Revolving Credit Facility Agreement”) and any other indebtedness that is from time to time to be secured on a pari passu or junior basis. It is the Issuer’s and the Guarantors’ intention to proceeds with the granting of such Collateral on or about the Operative Date.
For a detailed description of the Collateral, see Appendix A (“Form of Supplemental Indenture”) to the Consent Solicitation Statement.
As was also disclosed in the Offering Memorandum, in connection with the granting of the Collateral, the Issuer, the Guarantors, the Trustee on behalf of the Holders, the Security Agent (as defined below) and the facility agents and the lenders under the Revolving Credit Facility Agreement and the Bilateral Revolving Credit Facility Agreement (among others) intend to enter into an intercreditor agreement (the “Intercreditor Agreement”) on or about the Operative Date.
For further detail on the Intercreditor Agreement, see Appendix B (“Form of Intercreditor Agreement”) to the Consent Solicitation Statement.
Purpose of the Solicitation
By means of the Solicitation, the Issuer, subject to the terms and conditions set forth in this Consent Solicitation Statement, is soliciting Consents from the Holders to (collectively, the “Proposed Amendments”):
- amend the Indenture to reflect: (i) the secured status of the Notes, including the granting of Collateral, (ii) the appointment of DNB Bank ASA, London Branch as incoming security agent for the Notes (the “Security Agent”); and (iii) the entry on or about the Operative Date by, inter alios, the Issuer, as Company, DNB Bank ASA, London Branch, as Original RCF Facility Agent, Santander UK PLC, as Original Bilateral Agent, Original Bilateral Lender and Original Bilateral Arranger, and the other parties thereto into the Intercreditor Agreement;
- authorize and direct the Trustee and the Security Agent to enter into the Supplemental Indenture (as defined below) and the Intercreditor Agreement; and
- authorize and direct the Trustee and the Security Agent, as applicable, to take any other action or execute any other documents reasonably required to give effect to, and permit, the Proposed Amendments.
See the section of the Consent Solicitation Statement entitled “The Proposed Amendments” for a detailed description of the Proposed Amendments.
Adoption of the Proposed Amendments requires Consents of the Holders of a majority in aggregate principal amount of Notes outstanding (the “Required Consents” and the time at which the Required Consents have been received, the “Effective Time”). In order to provide a Consent, each person who is shown in the records of the clearing and settlement systems of Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking, S. A. (“Clearstream” and, together with Euroclear, the “Clearing Systems”), as applicable, as a Holder must submit, at or prior to the Expiration Time (as defined below), a Consent in the manner described in section of the Consent Solicitation Statement entitled “The Solicitation – Procedures for Consenting”. The Proposed Amendments constitute a single proposal and it is not possible to effect any of the Proposed Amendments without effecting all such Proposed Amendments.
Timetable for the Solicitation
The “Expiration Time” for the Solicitation is 5:00 p.m., London time, on July 6, 2021, unless the Solicitation is extended or earlier terminated by the Issuer in its sole and absolute discretion. The Issuer expressly reserves the right, in its sole and absolute discretion, to terminate the Solicitation at any time.
A supplemental indenture to the Indenture (the “Supplemental Indenture”) containing the Proposed Amendments will be executed at a convenient time as soon as practicable after the Effective Time and will become effective once executed. However, the Proposed Amendments will become operative on the Operative Date, only provided that (i) the Required Consents have been received on or prior to the Expiration Time; (ii) the Supplemental Indenture has been executed by the Issuer, the Guarantors, the Trustee and the Security Agent and has become effective; (iii) the Intercreditor Agreement has been executed by the parties thereto and has become effective; (iv) the Collateral has been granted; and (v) there are no laws, regulations, injunctions or actions or other proceedings, pending or threatened, which, in the case of any action or proceeding if adversely determined, would make unlawful or invalid or enjoin the implementation of the Proposed Amendments.
It is currently expected that the Operative Date will be on or around July 6, 2021.
If the Proposed Amendments become operative, all Holders will be bound by the 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.
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.
Copies of the Consent Solicitation Statement may be obtained from Lucid Issuer Services Limited (the “Information and Tabulation Agent”) using the contact details below.
Holders are urged to review the Consent Solicitation Statement for the detailed terms of the Solicitation and the procedures for consenting to the Proposed Amendments. Before making a decision with respect to the Solicitation, Holders should carefully consider all of the information in the Consent Solicitation Statement and, in particular, the risk factors described in the section entitled “Certain Significant Considerations”. 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 Consent 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.