I have h ad this file for years.
Note the key players.
This is pretty picture painted to disguise the "Debt For Equity Exchange Plan " that went into effect February 2007.
Note on page 102 the "Core Lenders", though this is in England, not American companies/banks as key players.
Jarvis plc
(Incorporated in England and Wales with registered number 2238084)
......."N M Rothschild & Sons Limited (‘‘Rothschild’’), which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Jarvis plc and for no-one else in relation to the matters described in this document and will not be responsible to anyone other than Jarvis plc for providing the protections afforded to customers of Rothschild or for providing advice in relation to the Placing and Open Offer and the contents of this document.".......
See page 1 (end of next to last paragraph)
".......The attention of Overseas Shareholders and other recipients of this document who are residents or citizens of any country other than the United Kingdom is drawn to the section entitled ‘‘Securities Laws’’ at paragraph 2.8 of Part III of this document."............See page 3
........"2. Reasons for the Placing and Open Offer and use of proceeds
A period of significant debt-financed growth from 1995 to 2003,
accompanied by overly aggressive PFI bidding policies, left the Group financially stretched and with a large cost base.
On 2 July 2004 the Company entered into the Override Agreement with its then core lenders, which was extended on 29 January 2005, whereby they agreed until 27 March 2006 to a deferral of principal and interest payments and not to enforce their rights in relation to certain defaults under their lending facilities. Since then, the Company has negotiated several short term funding facilities which are repayable on 31 August 2005. The Directors do not believe that the Group will be in a positionSee page 3-4
to repay these facilities out of its cash flows.
In a first step to secure an improved financial base for the current operations of the Group, the Company entered into the Consensual Restructuring Agreement for a Debt for Equity Exchange of approximately £378 million, which is expected to become effective at the Record Time. The Debt for Equity Exchange will be followed by a Placing and Open Offer to raise approximately £50 million before expenses. The gross proceeds from the Placing and Open Offer will be used to repay the Deutsche Bank Facility, pay fees, commissions, costs and expenses and amounts owed to certain creditors under the Consensual Restructuring Agreement with the balance available for general working capital requirements.
The Company has arranged Additional Funding Facilities of £38.5 million, repayable in February 2007......"
3. Summary of the Placing and Open Offer
"The Company is proposing to issue up to 143,853,199 Placing Shares at 35 pence per Placing Share. Pursuant to the Placing and Open Offer Agreement, approximately 58 per cent. of the Placing Shares will be placed with Deutsche Bank and certain of the Placees (being their entitlements as Shareholders following the Debt for Equity Exchange) as firm Placed Shares and will not be offered to Qualifying Shareholders under the Open Offer. The remainder, being approximately 42 per cent. of the Placing Shares, will be conditionally placed with Deutsche Bank and certain of the Placees, but are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.".......
See page 102
‘‘Core Lenders’’
Banc of America Securities Limited, Barclays Bank plc, Bayerische
Landesbank, CanPartners Investments IV, LLC, Commerzbank
AG, London Branch, Credit Suisse, London Branch, Danske Bank
A/S, De Montfort Insurance Company plc, Deutsche Bank AG
London, Euler Hermes Guarantee plc, Greywolf Loan
Participation LLC, JPMorgan Chase Bank, N.A., Liberty
International Underwriting Services Limited, Mellon HBV
Alternative Strategies LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley Bank International Limited,
Orn European Debt SARL, Prudential Insurance Company of
America, River Run Fund Limited, The Royal Bank of Scotland
plc / National Westminster Bank plc, St Paul Travellers Insurance
Company, Strategic Value Partners (UK) LLP, Teachers Insurance
and Annuity Association of America and Third Point Loan LLC
and their assignees or transferees from time to time
