Ad Hoc Group of Holders of Pearl Group Notes Disappointed by Proposed Exchange Offer and Amendments
By Bingham Mccutchen Llp, PRNETuesday, January 5, 2010
LONDON, January 6 - The ad hoc group ("Noteholder Group") of holders of the 500,000,000
pounds Sterling 6.5864 per cent Fixed/Floating Rate Perpetual Reset Capital
Securities (ISIN Number: XS0235245205) ("Notes") issued by Pearl Group
Holdings (No. 1) Limited ("Pearl") consists of many of the largest
institutional investors in Pearl's industry in the United Kingdom, holding in
excess of 60% of the outstanding Notes - members include Abaci Investment
Management, AXA Investment Managers, F&C Investments, Fidelity International,
MSD Capital, Oceanwood Capital Management and Rathbones Investment
Management. The Noteholder Group formed in light of material concerns raised
by Pearl's private acquisition and intercompany asset transfers in 2008. As
outlined in the Noteholder Group's release of 1 July 2009, Noteholders
considered that these transactions had the effect of depriving them of
fundamental rights and protections.
Since its formation, the Noteholder Group has sought to engage Pearl on
means to address these concerns, including through a possible Notes amendment
or exchange that would restore the previous rights and that would help
protect against a repeat of the 2008 transactions. In recent months, Pearl
has seemed to be cooperating with the Noteholder Group's Steering Group (the
"Steering Group"). There has been a period of due diligence and an exchange
of restructuring proposals. The Steering Group notes that Pearl's operating
performance and results have improved during this period.
Disappointingly, however, Pearl now appears to have suspended the
cooperative process, and has made an offer to exchange and amend the Notes
that seeks material financial concessions from Noteholders, but Pearl has not
addressed the Steering Group's stated concerns or objectives. The Steering
Group does not support Pearl's proposed exchange or amendments, and the
Steering Group urges all holders of the Notes to reject the proposals unless
they are improved to address the Steering Group's concerns and objectives.
Reasons for this position include:
1. The Steering Group has been shown no justification whatsoever for the
proposed waiver of the coupon payment that was deferred in April
2009. All publicly available evidence indicates that Pearl has the
wherewithal to pay such deferred coupon at this time. In fact, the
Steering Group understands Pearl plans to pay dividends to its
shareholders. As such, there is no basis on which creditors such as
the Noteholders should agree to relinquish the right to payment of any
coupons.
2. The Steering Group has been shown no justification whatsoever for the
proposed 25% discount to the face amount of the Notes. The Steering
Group has no evidence that Pearl is insolvent or otherwise unable to
sustain the obligation evidenced by the Notes. In the absence of such
evidence, and in the absence of fair consideration, there is no basis
on which Noteholders should agree to reduce the amount of their
claims against Pearl.
3. The Steering Group has concerns about the structure of the proposed
transaction and the impact on Noteholders' rights, particularly in
light of the proposed Noteholder concessions. Noteholders should be
cautious about agreeing concessions to Pearl in this context.
The Steering Group remains available to discuss alternative arrangements
with Pearl. In the absence of Pearl's agreement to address its concerns, the
Steering Group will investigate other means of ensuring that its interests
are effectively addressed. Interested holders of the Notes are encouraged to
contact the Noteholder Group through counsel. Counsel contact details are as
follows:
Bingham McCutchen (London) LLP
41 Lothbury
London EC2R 7HF
Attn: Timothy B. DeSieno
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+1-212-705-7426
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tim.desieno@bingham.com
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Paul Durban
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+44-20-7661-5419
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paul.durban@bingham.com
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Timothy B. DeSieno, +1-212-705-7426, tim.desieno at bingham.com