FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.

MEADOWHALL FINANCE PLC

(incorporated in England and Wales with limited liability under registered number 5987141)

announces consent solicitation in respect of its outstanding

£60,000,000 Class A2 Floating Rate Bonds due 2037 (ISIN: XS0278327415) (the "Class A2 Bonds")

Meadowhall Finance plc (the "Issuer") announces today an invitation (the "Consent Solicitation") to eligible holders of its outstanding Class A2 Bonds to consent to the modification of the terms and conditions of the Bonds (the "Conditions") and consequential or related amendments to the trust deed relating to the Bonds such that:

(a)           for each Interest Period commencing on or after 12 January 2022, the rate of interest applicable to the Class A2 Bonds and, if ever they are resold by the Issuer in accordance with the Conditions, the Class M1 Bonds and the Class C1 Bonds, will be determined by reference to the aggregate of (i) Compounded Daily SONIA, (ii) the original margin specified in the Conditions and (iii) a Reference Rate Adjustment to reflect the economic difference between the LIBOR and SONIA rates); and

(b)           new fallback provisions relating to SONIA (including fallback provisions in case a Benchmark Event occurs with respect to SONIA) are included in the Conditions.

This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the Consent Solicitation Memorandum dated 12 November 2021 (the "Consent Solicitation Memorandum") prepared by the Issuer, which is available to Eligible Bondholders (as defined below) from the Tabulation Agent (including on its website via the link https://deals.lucid-is.com/meadowhall).

Unless otherwise indicated, capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.

Details of the Class A2 Bonds

*              The Class A2 Step-up Fee has applied to the Class A2 Bonds since the Floating Bond Interest Payment Date falling in April 2014. The Class A2 Step-up Fee will not be affected by the Consent Solicitation.

Notice of Meeting in respect of the Class A2 Bonds

A notice (the "Notice") convening a meeting (the "Meeting") of the holders of the Class A2 Bonds (the "Class A2 Bondholders"), to be held via teleconference (using a video enabled platform) at 10.00 a.m. (London time) on 6 December 2021 has been given to Class A2 Bondholders in accordance with the Conditions on the date of this announcement, including by delivery to the Clearing Systems.

In light of the ongoing developments in relation to coronavirus (COVID-19), and current guidance issued by the UK government, it may be impossible or inadvisable to hold the Meeting at a physical location. Therefore, in accordance with the provisions of the Trust Deed, the Issuer has requested that the Bond Trustee prescribe appropriate regulations regarding the holding of the Meeting via teleconference (by way of a video enabled platform). The Meeting will be held via teleconference using a video enabled platform hosted by the chairman of the Meeting to allow attendees to participate electronically. Details for accessing the Meeting will be made available to proxies who have been duly appointed under a block voting instruction and to holders of voting certificates, in each case issued in accordance with the procedures set out in the Consent Solicitation Memorandum. Any Class A2 Bondholders who indicate to the Tabulation Agent (the contact details for which set out below) that they wish to participate electronically in, or otherwise be represented on, the teleconference for the Meeting (rather than being represented by the Tabulation Agent) will be provided with further details about attending the Meeting.

Proposed Reference Rate Adjustment

Using the principles outlined in the ISDA IBOR Fallback Supplement, the applicable Reference Rate Adjustment that will be applied to the Floating Rate Bonds in respect of each Interest Period commencing on or after 12 January 2022  will be the rate specified on Bloomberg screen "SBP0003M Index" in relation to three month Sterling LIBOR, as further described in the Consent Solicitation Memorandum. As at the date of this announcement, and as a result of the FCA's 5 March 2021 Announcement (as defined in the Consent Solicitation Memorandum), the rate specified on Bloomberg screen "SBP0003M Index" in relation to three month Sterling LIBOR has been fixed at 0.1193 per cent. and such rate will be the Reference Rate Adjustment.

For the avoidance of doubt, the Reference Rate Adjustment does not apply to the Class A1 Bonds or the Class B Bonds, and does not apply to the Floating Rate Bonds for any Interest Period commencing prior to 12 January 2022.

Eligible Bondholders

The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to persons who are (i) located and resident outside the United States and not U.S. persons or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the Securities Act), (ii) not retail investors in either the European Economic Area (the "EEA") or the United Kingdom (the "UK") and, if applicable and acting on a non-discretionary basis, who are acting on behalf of beneficial owners that are not retail investors in either the EEA or the UK, and (iii) otherwise persons to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons "Eligible Bondholders").

For the purposes of this announcement and the Consent Solicitation Memorandum, a "retail investor" means:

(a)           in relation to any person in the EEA, a person who is one (or more) of:

(i)            a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or

(ii)           a customer within the meaning of Directive 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; and

(b)           in relation to any person in the UK, a person who is one (or more) of:

(i)            a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); or

(ii)           a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA.

Timetable

Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation:

The above dates and times will depend, among other things, on timely receipt (and non-revocation) of instructions, the rights of the Issuer (where applicable) to extend, waive any condition (other than the Consent Conditions) of, amend and/or terminate, any Consent Solicitation (other than the terms of the Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of the Extraordinary Resolution at the initial Meeting. Accordingly, the actual timetable may differ significantly from the timetable above.

Class A2 Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold their Class A2 Bonds when such intermediary would need to receive instructions from a Class A2 Bondholder in order for such Class A2 Bondholder to participate in, or to validly revoke their instruction to participate in, the Consent Solicitation by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Consent Instructions will be earlier than the relevant deadlines specified above.

If a quorum is not achieved at the Meeting or the quorum is achieved and the Extraordinary Resolution is passed but the Eligibility Condition is not satisfied, the Meeting shall be adjourned for a period of not less than 13 clear days and not more than 42 clear days. The adjourned Meeting of Class A2 Bondholders will be held at a date as will be notified to the Class A2 Bondholders in the notice of the adjourned Meeting in accordance with the terms of the Trust Deed, such notice to be given at least 10 days (exclusive of the day on which the notice is given and of the day on which the Meeting is to be resumed) prior to the proposed adjourned Meeting. Any such notice of an adjourned Meeting will specify the anticipated Implementation Date.

No consent or participation fee will be payable in connection with the Consent Solicitation.

Further details on the Consent Solicitation can be obtained by Eligible Bondholders from:

SOLE SOLICITATION AGENT

(in respect of the Consent Solicitation made to Eligible Bondholders only)

NatWest Markets Plc

250 Bishopsgate

London EC2M 4AA

United Kingdom

Attention: Liability Management

Tel: +44 20 7678 5222

Email: [email protected]

The Sole Solicitation Agent has been appointed in connection with the Consent Solicitation to investors who are not retail investors and are otherwise Eligible Bondholders (all as defined above), and the Sole Solicitation Agent shall not have any responsibility or liability towards any retail investors or other Ineligible Bondholders. The Sole Solicitation Agent shall not have any responsibility to holders of any Class of Bonds other than the Class A2 Bonds.

Retail investors and any other Ineligible Bondholders may obtain further information relating to the Consent Solicitation from Meadowhall Finance PLC directly:

Meadowhall Finance PLC

York House

45 Seymour Street

London W1H 7LX

United Kingdom

Attention: Hursh Shah/Peter Murrell

Telephone: +44 20 7467 2868

Email: [email protected]

Requests for documentation and information in relation to the procedures for delivering Consent Instructions should be directed to:

TABULATION AGENT

Lucid Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Attention: Harry Ringrose

Telephone:  +44 20 7704 0880

Email:  [email protected] 

Website: https://deals.lucid-is.com/meadowhall 

DISCLAIMER:  This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Class A2 Bondholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Extraordinary Resolution, it is recommended to seek its own accounting, financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Class A2 Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at the Meeting (including any adjourned Meeting) at which the Extraordinary Resolution is to be considered. 

In accordance with normal practice, none of the Trustees, the Tabulation Agent and the Agents nor any of their respective affiliates have been involved in the formulation of the Consent Solicitation, the Bondholder Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary Resolution. Each of the Trustees, the Tabulation Agent, the Sole Solicitation Agent, the Agents and their respective affiliates express no opinion on, and make no representations as to the merits of, the Consent Solicitation, the Bondholder Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary Resolution.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. The Class A2 Bonds have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and the Class A2 Bonds may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

No EEA or UK PRIIPs KID - No EEA or UK PRIIPs key information document (KID) has been prepared.

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.