PizzaExpress

Last notice October 20, 2020 - View.

Last notice October 16, 2020 - View.

Last notice September 30, 2020 - View.

Last notice September 30, 2020 - View.

Last notice June 2, 2020 - View.

PROJECT DESCRIPTION
EN FR DE

GLAS Specialist Services Limited has been appointed Information and Tabulation Agent for PizzaExpress Financing 2 plc’s (the Issuer) 6.625% Senior Secured Notes due 2021 and PizzaExpress Financing 1 plc’s (the Issuer) 8.625% Senior Notes due 2022.

GLAS has also been mandated Facility Agent on PizzaExpress Financing 2 plc’s (the Borrower) £70 million Super Senior Term Loan and Revolving Credit Facility. The Term Loan and RCF are intended to refinance the existing indebtedness of the Borrower and for general corporate and working capital purposes.

PizzaExpress is a UK based Italian restaurant group.

For more information, please contact lm@glas.agency

DEAL PARTIES

GLAS

Information and Tabulation Agent

PROJECT NOTICES

Restructuring Plan – Updated Transaction Documents

October 20, 2020


Updated drafts of the following transaction documents (together with changed pages) are available:

  • Restructuring Implementation Deed
  • New SSN Notes Purchase Agreement
  • New Money Notes Purchase Agreement
  • Intercreditor Agreement
  • Shareholders’ Agreement

Please complete the following form to receive the documentation.

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    Restructuring Plan – Explanatory Statement

    October 16, 2020


    Please complete the following form to receive the documentation.

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      FINAL KPMG Project Penzance Independent Valuation 310820

      September 30, 2020


      SCROLL DOWN TO READ

      Appendix 1

      IMPORTANT AGREEMENT–TO BE READ AND ACCEPTED BEFORE ACCESS TO CONFIDENTIAL REPORT IS PERMITTED

      Provision of document without responsibility

      Following a request by Pizzaexpress Financing 1 plc, Pizzaexpress Financing 2 plc, KPMG LLP of 15 Canada Square, London E14 5GL (“KPMG”, “our” or “us”) has exceptionally consented to viewing, in an electronic environment controlled by or under the direction of GLAS Specialist Services Limited, of a confidential document prepared by KPMG, on the basis of the agreement set out below, which will be legally binding on you if you accept it by clicking-through to the document

      Introduction

      1. KPMG has prepared a confidential document in respect of Project Penzance dated 31 August 2020 (the “Deliverable”). KPMG’s work and the Deliverable were not prepared in contemplation or for the purpose of your interests or needs. The Deliverable can be viewed in this dataroom

      No updating

      2. Significant events may have occurred since our work was performed or the date of matters to which the Deliverable relates. It is not KPMG’s responsibility to update you on such events.

      Terms

      3. KPMG does not accept or assume any responsibility to you, for its work, for the Deliverable or for any findings, conclusions, recommendations or opinions that KPMG has made in or connected with the Deliverable. The position as stated in this paragraph will continue to apply following your viewing of the Deliverable.

      4. KPMG does not warrant or represent that any facts or matters in the Deliverable are suitable for your purposes.

      5. The Deliverable cannot serve as a substitute for other enquiries and procedures that you would (or should) otherwise undertake and judgements you must make to satisfy yourselves regarding matters of interest to you.

      6. KPMG is prepared to allow you to view the Deliverable to you on condition you accept the above paragraphs and agree that:

      (a) “Information” means the Deliverable;

      (b) in respect of the Information (and any part of it) you should obtain verification from other sources and not rely on KPMG;

      (c) to the fullest extent permitted by law, KPMG owes no duty to you, whether in contract or in tort (including in negligence) or under statute or otherwise with respect to or in connection with the Information;

      (d) if you rely upon any of the Information for any purpose, you do so at your own risk;

      (e) you will not bring any actions, proceedings or claims against KPMG where the action, proceeding or claim in any way relates to or concerns or is connected with the Information;

      (f) to the fullest extent permitted by law, KPMG has no liability to you for any loss or damage suffered or costs incurred by you, arising out of or in connection with the Information or its use, however such loss or damage is caused;

      (g) you will not refer to the Information nor allow access to it or any report derived from it to any person or entity (except with any other party who has also agreed to and accepted this Important Agreement) without KPMG’s prior written consent, save (i) where you wish to discuss the Information (or any part of it) with the party which engaged KPMG to prepare the Deliverable or the target of a proposed acquisition to which the Deliverable relates; or (ii) where disclosure is required by law (including where requested by your statutory auditors), regulation (including the rules of any stock exchange) or court order, or is required or requested by a competent regulatory, governmental, judicial or supervisory authority with whose requirements you are bound to comply (in which case you shall, unless prohibited by law or regulation, inform us in advance unless it is not reasonably practicable to do so, in which case you shall inform us promptly thereafter); or (iii) as set out in paragraphs 6(h) and (i), below; or (iv) when making reference to the Information in an English court hearing related to the execution of Project Penzance;

      (h) you may disclose the Information for your own internal purposes, which includes distribution amongst your and your affiliates’ directors, officers and employees who need to have access to or to discuss the Information in connection with their responsibilities. You may also disclose the Information to your affiliates, for the purposes of assisting you in relation to the Information, provided that: (a) such affiliates agree not to disclose the Information (save as permitted by paragraph 6(g)(ii)) and agree that KPMG accepts no duty or liability to them; and (b) you remain responsible to us for any breach of these terms by an affiliate. In this paragraph “affiliate” means any legal entity that, directly, or indirectly, controls, or is controlled by, or is under common control with you; and

      (i) we understand that you may wish to seek support or advice from your legal or other professional advisers in connection with the subject matter of the Deliverable and that those advisers need to see the Deliverable. You may disclose the Deliverable to any such advisers where they are a member of a regulated profession and are bound by mandatory external professional rules governing the confidentiality and use of materials that they receive while acting in their professional capacity. You must inform such advisers that they receive the Deliverable only to support or advise you, that KPMG accepts no duty or liability to them and the Deliverable is to be treated as confidential.

      7. The work resulting in the Deliverable was undertaken by, and the Deliverable was prepared by and is the sole responsibility of, KPMG, that is KPMG LLP. In paragraph 6 of this Important Agreement all references to “KPMG” (except for the references in the paragraph 6(g)) shall have an extended meaning so that they include, in addition to KPMG LLP, partners/members, employees and agents of KPMG LLP and any person or organisation associated with KPMG LLP through membership of the Swiss co-operative of professional service firms to which KPMG LLP belongs and their partners, members, directors, employees and agents. This Important Agreement is for the benefit of all of those third parties referred to in the previous sentence and each of them may enforce in their own right all of the terms of this Important Agreement.

      Entire Agreement

      8. This Important Agreement sets out the entire agreement between you and KPMG as to the conditions on which the Deliverable is made available to you. It replaces any prior agreements or understandings between you and KPMG in that regard.

      Governing Law

      9. This Important Notice and its terms shall in all respects be governed solely by English law, and the Courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of it or in connection with it on any basis.

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        Project Penzance - Deloitte Final Report

        September 30, 2020


        SCROLL DOWN TO READ

        YOU ARE SEEKING TO ACCESS A REPORT PREPARED BY DELOITTE LLP WHICH IS ADDRESSED TO ITS CLIENT NOTED ON THE REPORT (“REPORT”). BY CLICKING THE ‘ACCEPT’ BUTTON AT THE END OF THIS NOTICE, YOU AGREE ON BEHALF OF YOURSELF AND THE ORGANISATION YOU REPRESENT (“YOU”) FOR THE BENEFIT OF DELOITTE LLP (“DELOITTE”, “WE” OR “US”) TO THE FOLLOWING TERMS:

        The Report is being disclosed to you for information only as either: (a) an existing creditor of PizzaExpress Financing 1 plc and PizzaExpress Financing 2 plc (a “Principal”); or (b) a professional adviser to or Affiliate (as defined below) of a Principal (an “Adviser”), solely in connection with your evaluation of the proposed restructuring that is the subject of this online data room (the “Restructuring”) during the period prior to legal completion of the Restructuring.
        You confirm that you are either a Principal or an Adviser. You acknowledge that the Report was not prepared with the knowledge of your specific interests and requirements in mind.
        Deloitte is not obliged to update the Report. Events (including changes in law or practice) may have occurred after the date of the Report which would change its content, had they been known when the Report was prepared. If you choose to rely upon the Report, you do so entirely at your own risk and without recourse to the Deloitte Parties (defined below). The Deloitte Parties have no liability or responsibility to you in contract or tort or otherwise for any loss, damage, cost or expense caused by your use of or reliance on the Report.
        The Report may not be disclosed, in whole or in part, to any third party without our prior written consent. However, you may disclose or refer to the Report:

        (i) where required by any applicable law or regulation, where required by an order of a court of competent jurisdiction or required by any governmental, regulatory or supervisory body (including where relevant the rules of any recognised stock exchange on which your shares, or other securities or those of an Affiliate are listed), or in the English court proceedings commenced to effect the Restructuring;

        (ii) in addition to (i) above, a Principal may also disclose the Report:

        (a) to those of its directors, officers and employees who are involved in its evaluation of the Restructuring and to its Affiliates (being any entity which is controlling, controlled by, or under common control with a Principal) involved in its evaluation of the Restructuring, provided that the Principal is responsible for their compliance with these terms; and

        (b) to its legal advisers and other professional advisers advising it in connection with the Restructuring, provided that the Principal is responsible for their compliance with these terms;

        You agree not to bring, and to procure that your Affiliates will not bring, or threaten to bring, any actions, proceedings or claims against any of the Deloitte Parties in connection with the provision of the Report to you.
        In these terms, “Deloitte Parties” means Deloitte Touche Tohmatsu Limited (“DTTL”), and all other entities (including Deloitte LLP) that are members of the DTTL worldwide network and each of their subsidiaries and Affiliates, predecessors, successors, assignees, and all partners, principals, members, owners, directors, employees, subcontractors and agents of all such entities.
        No person who is not a party to these terms other than the Deloitte Parties have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
        These terms (including all contractual and non-contractual rights and obligations arising out of or relating thereto) are governed by English law and the English Courts shall have exclusive jurisdiction to settle any dispute that may arise in connection with them.

        IF YOU AGREE TO THESE TERMS ON BEHALF OF YOURSELF AND THE ORGANISATION YOU REPRESENT, PLEASE CLICK ‘ACCEPT’’.

        FOR THE AVOIDANCE OF DOUBT, IF YOU ARE REPRESENTING A CREDIT RATING AGENCY, INVESTOR OR POTENTIAL INVESTOR IN A SECURITY INSTRUMENT RELATING TO THE RESTRUCTURING OR OTHERWISE ARE NOT A PRINCIPAL OR ADVISER (AS DEFINED ABOVE), YOU ARE NOT PERMITTED TO HAVE ACCESS TO THE REPORT.

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          Additional Extension of PizzaExpress Consent Solicitation

          June 2, 2020


          PizzaExpress Financing 1 plc and PizzaExpress Financing 2 plc (the Issuers) have announced an extension of the expiration time under the Issuer’s consent solicitation statement dated May 1, 2020 relating to:

          £200,000,000 aggregate principal amount of 8.625% Senior Notes due 2022 Regulation S Notes:
          Common Code 102894804, ISIN XS1028948047 Rule 144A Notes: Common Code 102894677, ISIN XS1028946777

          And

          £465,000,000 aggregate principal amount of 6.625% Senior Secured Notes due 2021 Regulation S Notes:
          Common Code 102894812, ISIN XS1028948120 Rule 144A Notes: Common Code 102894855, ISIN XS1028948559

          The consent solicitation with respect to the Notes will now expire at 5:00 p.m. (London) on June 12, 2020 (the “New Expiration Time”).

          This is an extension from the previous expiration date of 5:00 p.m. (London) on May 29, 2020.

          DOCUMENTS

          Notification of results of Plan Meetings - 21 Oct 2020

          October 21, 2020   1 file(s)

          Download
          Penzance - Supplemental PSL - Final version_(110632402_3)

          September 24, 2020   1 file(s)

          Download
          Penzance - NMF PSL update announcement - Final version_(110638740_2)

          September 24, 2020   1 file(s)

          Download
          PERL CVA proposal clarified on 3 Sep 2020 - clean version

          September 4, 2020   1 file(s)

          Download
          PERL CVA proposal clarified on 3 Sep 2020 - changes highlighted

          September 4, 2020   1 file(s)

          Download
          PERL 2nd Signed Clarification Letter

          September 4, 2020   1 file(s)

          Download
          Change-Pro Redline Project Walnut CVA

          September 3, 2020   1 file(s)

          Download
          PERL Signed Clarification Letter

          September 3, 2020   1 file(s)

          Download
          Project Walnut CVA Draft 1.09.2020

          September 3, 2020   1 file(s)

          Download
          PERL Nominees' Report (stamped 18 August 2020)

          August 18, 2020   1 file(s)

          Download
          PERL CVA proposal (stamped 18 August 2020)

          August 18, 2020   1 file(s)

          Download
          Penzance PSL - Final version

          September 1, 2020   1 file(s)

          Download