Other Notices
HOUSE OF FRASER (STORES) LIMITED
Company Number: SC010677
FIRST ADVERTISEMENT: 6 JULY 2018
In a Petition presented to the Court of Session on 2 July 2018 at the instance of House of Fraser (Stores) Limited (the "Company"), a private limited company incorporated under the Companies Acts (Company No. SC010677) and with its registered office at Granite House, 31 Stockwell Street, Glasgow G1 4RZ, for sanction of a Scheme of Arrangement (“the Scheme”) which is under Part 26 of the Companies Act 2006 (“the 2006 Act”) and between the Company and a single class of its creditors (who are defined in the Scheme as “the Scheme Creditors”), the Court has, by an order dated 4 July 2018 (“the Order”), ordered that a meeting (“the Meeting”) be summoned of the Scheme Creditors for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme. The Scheme is incorporated in the explanatory statement (“the Explanatory Statement”) and which explains the effect of the Scheme to the Scheme Creditors, as required by Section 897 of the 2006 Act).
Notice is hereby given that, as authorised by the Order, the directors of the Company have fixed the Meeting of the Scheme Creditors to be held at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet St, London EC4Y 1HS on 19 July 2018 at 10:15 am, at which time and place all of the Scheme Creditors are requested to attend in person or by proxy.
In order for a person to have the right to vote, as a Scheme Creditor, at the Meeting (or any adjournment of it), they must, at the Voting Record Time (which is defined in the Scheme as 5.00 pm on the date which is one business day before the date of the Meeting (or any adjourned meeting)), be a Scheme Creditor and must be admitted by the chairman of the Meeting (“the Chairman”) to vote, in respect of their Scheme Claim (which is the right of a Scheme Creditor against the Company, and so the obligations which the Company owes to them) at the Voting Record Time.
Scheme Creditors may vote in person at the Meeting or they may appoint another person (whether a Scheme Creditor or not) as their proxy to attend and vote in their place.
Scheme Creditors who are not Note Holders (as defined in the Explanatory Statement) are requested to complete and sign their Proxy Form (defined in the Explanatory Statement), in accordance with the instructions which are in the Explanatory Statement and printed on the Proxy Form, and to submit their Proxy Form:
(a) by post to Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS (for the attention of Caroline Platt and Lee Rogerson ); or
(b) by email to caroline.platt@freshfields.com and lee.rogerson@freshfields.com,
in either case by 5.00 pm (London time) on 18 July 2018 or (or, if the Meeting is adjourned, 5 p.m. on the day two business days before that adjourned meeting).
However, if Proxy Forms are not so sent they may, if properly completed and signed, be handed to the Information Agent, on behalf of the Chairman, before the start of the Meeting.
Scheme Creditors who are Note Holders must instruct their Account Holder to deliver their completed Account Holder Letter to Lucid Issuer Services Limited, the information agent appointed by the Company in relation to the Scheme (“the Information Agent"). Delivery to the Information Agent may be effected:
(a) online via the website at the end of this Notice; or
(b) by email to hof@lucid-is.com; or
(c) by facsimilie (+44 203 004 1590)
in any case by no later than 5.00 p.m. on 18 July 2018 (or, if the Meeting is adjourned, 5 pm on the day two business days before that adjourned meeting).
In addition, Note Holders must by that time and date instruct the "blocking" of their Notes, in accordance with the procedures of the Clearing System (as defined in the Explanatory Statement).
The Chairman shall have the power to accept a Proxy Form, and Account Holder Letter which does not comply with those requirements.
A Scheme Creditor which is a corporation has the right to attend, speak and vote at the Meeting by one or more corporate representatives, who have been appointed in writing, provided that: (a) no more than one corporate representative may be appointed in respect of the same Scheme Claim; and (b) that only one corporate representative is to be counted in determining, under section 899(1) of the 2006 Act, whether a majority in number of the Scheme Creditors has approved the Scheme. The Chairman may require a corporate representative to produce to the Chairman, or his representative, their written authority to attend and vote at the Meeting at any time before the start of the Meeting.
The quorum at the Meeting (or at any adjourned meeting) shall be two Scheme Creditors who are present in person (including, in the case of a Scheme Creditor which is a corporation, by a corporate representative), or by proxy.
Voting on the resolution to be proposed at the Meeting is to be by poll. A Scheme Creditor is to have one vote for each integral multiple of one pound sterling of their Scheme Claim at the Voting Record Time.
A copy of the Scheme and a copy of the Explanatory Statement, together with a Form of Proxy and an Account Holder Letter (as applicable) for use at the Meeting by Scheme Creditors will be circulated, or otherwise be made available, to Scheme Creditors. Paper Copies of those documents are available on request from the Information Agent at the following address: Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk, London WC1H 8HA, Attention David Shilson (Tel: +44 20 7704 0880; e-mail hof@lucid-is.com; website www.lucid-is.com/hof) or from Freshfields, at the above address.
By the Order, the Court has appointed Colin Elliot, or, failing him, Peter Hearsey or, failing him, Alex Williamson (all directors of the Company) to act as Chairman and has directed the Chairman to report the results of the Meeting to the Court.
For more information, please visit www.lucid-is.com/hof.
Pinsent Masons LLP, 141 Bothwell Street, Glasgow G2 7EQ. (Ref: CLM/NC.)
