MEADOWHALL FINANCE PLC

(the Issuer)

(incorporated in England and Wales with limited liability

with registered number 05987141)

NOTICE OF RESULT OF MEETING

to the holders of those of the

£605,000,000 Class A1 4.986 per cent. Bonds due 2037 (ISIN: XS0278325476)

presently outstanding

and the

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

presently outstanding

(the Class A2 Bondholders)

and the

£175,000,000 Class B 4.988 per cent. Bonds due 2037 (ISIN: XS0278326441)

presently outstanding

of

the Issuer

NOTICE IS HEREBY GIVEN to the holders of the above classes of Bonds that, at the Meeting of the Class A2 Bondholders convened by the Notice of Meeting delivered to the Clearing Systems on 12 November 2021 (the Notice) and held on 6 December 2021, the Extraordinary Resolution set out in the Notice was duly passed by the Class A2 Bondholders and the Eligibility Condition was satisfied.

Terms defined in the Consent Solicitation Memorandum referred to in the Notice bear the same meanings when used in this notice.

The Consent Solicitation has not been terminated and, accordingly, the modifications referred to in the Extraordinary Resolution will be implemented in accordance with the Consent Solicitation Memorandum. The Bond Trustee and the Issuer Security Trustee have agreed to implement the Proposed Amendments on that basis, and the Supplemental Trust Deed will accordingly be executed and delivered by the relevant parties.

CONTACT INFORMATION

The contact details for the Sole Solicitation Agent and the Tabulation Agent are set out below:

THE SOLE SOLICITATION AGENT

Natwest Markets Plc

250 Bishopsgate

London EC2M 4AA

United Kingdom

Attention:      Liability Management

Telephone:    +44 20 7678 5222

Email:           [email protected] 

THE 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 

This Notice is given by

Meadowhall Finance PLC

York House

45 Seymour Street

London

W1H 7LX

Dated: 6 December 2021

DISCLAIMER

This Notice must be read in conjunction with the Notice and the Consent Solicitation Memorandum.

The Consent Solicitation was only made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation were only for distribution or made available, to persons who were (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 United States Securities Act of 1933, as amended (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 were not 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 could have been lawfully made and that may lawfully participate in the Consent Solicitation.

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 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 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.

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.