26 September 2016
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBORDINATED NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.
If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisors as you deem necessary.
This Notice is addressed only to holders of the Subordinated Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons.
If you have recently sold or otherwise transferred your entire holding(s) of Subordinated Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.
VALLAURIS II CLO PLC
(a public company with limited liability incorporated under the laws of Ireland under number 420288 having its registered office at Pinnacle 2, Eastpoint Business Park, Dublin 3, Ireland)
€32,200,000 Subordinated Notes due 2022 (Regulation S Notes ISIN: XS0261629801, Rule 144A Notes ISIN: XS0261639784)
(together, the "Subordinated Notes")
Defined terms used and not otherwise defined herein shall have the meaning ascribed to them in the Trust Deed dated 26 July 2006 (the "Trust Deed"), between Vallauris II CLO PLC (the "Issuer"), U.S. Bank Trustees Limited (formerly known as ABN AMRO Trustees Limited (the "Trustee"), Elavon Financial Services D.A.C. (formerly Bank of America, N.A., London Branch and ABN AMRO Bank N.V. (London Branch)) (the "Principal Paying Agent", "Custodian", "Calculation Agent", "Account Bank" and "Collateral Administrator"), U.S. Bank National Association (formerly Bank of America, National Association (as successor by merger to LaSalle Bank National Association)) (the "Registrar" and "Depositary"), Natixis Asset Management (formerly Natexis Asset Management (the "Collateral Manager")) and Deutsche International Corporate Services (Ireland) Limited (the "Irish Paying and Transfer Agent" and "Corporate Administrator").
We refer to:
1) our notice dated 2 September 2016 regarding the passing of an Extraordinary Resolution of the Subordinated Noteholders requesting redemption pursuant to Condition 7(b) (Optional Redemption); and
2) our notice dated 26 September 2016 regarding the calculation of the Redemption Threshold Amount and the satisfaction of the conditions to optional redemption.
We hereby further notify the holders of the Subordinated Notes that:
1) prior to the redemption of the Rated Notes in full and of the Subordinated Notes in part on 26 September 2016 (the "Redemption Date"), the Collateral Manager was not able to realise all of the Portfolio due to the illiquid nature of a few assets (the "Illiquid Assets"), which are held against obligors which are in liquidation. Any recoveries from such Illiquid Assets are expected to be no more than EUR 70,000. Any moneys received in relation to such Illiquid Assets shall be paid into the Payment Account and, to the extent that any such moneys exceed expenses of the Issuer (as described in paragraph 2) below, such residual amount shall be paid to the holders of Subordinated Notes subject to, and in accordance with, the terms of paragraph 2) below. Nevertheless, THERE CAN BE NO ASSURANCE WHATSOEVER THAT THERE WILL BE ANY FURTHER FUNDS PAYABLE TO THE SUBORDINATED NOTEHOLDERS AFTER THE REDEMPTION DATE.
2) the Issuer has established a reserve of EUR 321,722.51, which shall be retained on the Payment Account after the Redemption Date. Such reserve has been established to pay for certain future anticipated expenses including, without limitation, the realisation of Illiquid Assets. Such expenses are anticipated but not yet payable and shall be paid following redemption of the Subordinated Notes. To the extent that, after the Issuer is satisfied that all expenses have been paid, there is still moneys standing to the credit of the Payment Account, such balance shall be paid pro rata and pari passu to the holders of the Subordinated Notes.
For queries relating to the above please contact:
Email: [email protected]
This Notice is issued by:
Vallauris II CLO PLC
26 September 2016
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
This information is provided by RNS