Source - RNS
RNS Number : 7810L
Castilla Finance DAC
05 October 2016
 

Castilla Finance Designated Activity Company

Fourth Floor

3 George's Dock

IFSC

Dublin 1


(a private company incorporated with limited liability

under the laws of Ireland with registered number 578174) (the "Issuer")

 

Notice of Waiver Request

To the holders of:

EUR 120,000,000 notes due 2018 (ISIN: XS1382379409) (the "Notes") of the Issuer

 

NOTICE IS HEREBY GIVEN that, on 28 September 2016, the Issuer received a request from the Seller requesting a waiver of the prohibition, set out in the definition of the "Offer Date" restricting the Seller from selling Receivables to the Issuer during the period between the end of the last Collection Period (being 30 September 2016) and the Interest Payment Date falling on 17 October 2016, so that the Seller may sell Receivables to the Issuer on two extraordinary Additional Purchase Dates (i) 4 October 2016 and (ii) 10 October 2016 (additional dates are now contemplated on the terms of the attached Extraordinary Resolution) (the "Waiver").

Pursuant to the Conditions of the Notes and paragraph 9.2 of Schedule 5, Part B (Transaction Document Covenants of the Issuer) in the Incorporated Terms Memorandum dated 27 May 2016 and signed for the purposes of identification by, among others, the Issuer and the Seller the Issuer requires the prior written consent of the Trustee before granting the Waiver.

Pursuant to Schedule 3 (Provisions for meetings of Noteholders) of the Trust Deed dated 27 May 2016 between the Issuer and the Trustee, the Noteholders have the power, exercisable by Extraordinary Resolution to, among other things, waive any breach or authorise any proposed breach by the Issuer of its obligations under any Transaction Document and to authorise the Trustee to concur in and execute and do all such deeds, instruments, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution.

An Extraordinary Resolution is defined to include a resolution in writing signed by or on behalf of the Noteholders of not less than 75 per cent. in aggregate Principal Amount Outstanding of the Notes then outstanding which resolution may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the Noteholders.

In order for the Issuer to grant the Waiver Noteholders are requested to provide their consent to the Issuer doing so and directing the Trustee to provide its prior written consent to the Issuer doing so. Such extraordinary resolution in writing (the "Written Resolution") requiries consent of 75% or more of the Principal Amount Outstanding of the Notes then outstanding. The Written Resolution is proposed to be executed by the requisite majority of Noteholders directly.  The Issuer has requested the Paying Agent to contact Euroclear to request the relevant Noteholders to provide their details to the Paying Agent.  A draft copy of the Written Resolution is appended hereto and may be obtained from the Principal Paying Agent (for the attention of Andrea Meucci:  tel:  +44 207 508-3814 / fax:  +44 20 7500 5877 and Stuart Hoare: tel:  +44 20 7500 5309 / fax: +44 20 7500 5877).

Defined terms used and not otherwise defined herein have the meaning ascribed to them in the Prospectus dated 26 May 2016.

Further Information

For queries relating to the above please contact:

[email protected]

This Notice is issued by:

Castilla Finance Designated Activity Company

 

5 October 2016
 

 

 

Appendix

Draft copy of the Written Resolution

 

WRITTEN RESOLUTION OF NOTEHOLDERS

CASTILLA FINANCE DAC

EUR120,000,000 SECURED FIXED RATE NOTES DUE 2018 (the "Notes")

We, being the holders of the outstanding Notes mentioned above, act pursuant to terms and conditions of the Notes (the "Conditions") and the trust deed dated 27 May 2016 between the Issuer and the Trustee (the "Trust Deed"). All terms and expressions used but not defined in this resolution shall have the meanings attributed to them in the Conditions.

This resolution shall take effect as an Extraordinary Resolution in writing (a "Written Resolution") pursuant to the definition of Extraordinary Resolution and the terms of Schedule 3 (Provisions for Meetings of Noteholders) of the Trust Deed and may be signed in counterparts by one of more of the Noteholders and shall take effect on the date the resolution is signed by the last Noteholder.

We hereby waive all notice of time, place and purpose of a meeting of the Noteholders pursuant to the terms of Schedule 3 (Provisions for Meetings of Noteholders) of the Trust Deed and hereby consent and agree to the adoption of the following resolutions:

IT IS HEREBY RESOLVED that:

1.         the Noteholders pursuant to the Conditions of the Notes hereby consent to the Issuer waiving the restriction set out in the definition of the "Offer Date" (the "Waiver") in order that the Issuer may approve a maximum of two sales of the Receivables by the Seller during the period between the end of the Collection Period which ended on 30 September 2016 and the Interest Payment Date falling on 17 October 2016, as if the restriction in the definition of the "Offer Date" that the Offer Date cannot fall on a Reconciliation Date falling during the period from the end of a Collection Period and the Interest Payment Date falling immediately after such Collection Period did not apply, provided that the first such sale may occur on any date between 4 October 2016 and 7 October 2016 (inclusive) and the second sale date shall occur on or about 10 October 2016, but in any event before 14 October 2016;

2.         the Noteholders hereby direct, authorise, request and empower the Trustee to consent in writing to the Issuer granting the Waiver for the purposes of paragraph 9.2 of Schedule 5, Part B (Transaction Document Covenants of the Issuer) in the Incorporated Terms Memorandum;

3.         every modification, waiver (including, the Waiver approved hereunder), abrogation, variation, compromise of, or arrangement in respect of, the rights of the Noteholders (or the Trustee acting on their behalf) against the Issuer whether such rights arise under the Trust Deed or otherwise, involved in or resulting from or to be effected pursuant hereto and the implementation thereof, be and are hereby approved;

4.         any claim against the Trustee which arises as a result of any loss or damage to the Noteholders suffered or incurred as a result of the Trustee following the terms of this Written Resolution and the implementation of this Written Resolution (including the directions and/or instructions contained herein) are irrevocably waived;

5.         the Trustee shall not have any liability, and any claims against the Trustee shall be irrevocably waived, for acting upon this Written Resolution and the implementation of this Written Resolution even though it may be subsequently found that there is a defect in this Written Resolution or that for any reason this Written Resolution is not valid or binding upon the Noteholders;

6.         the Trustee shall be indemnified, discharged and exonerated from all liability for which it may have become responsible to the Noteholders or may become responsible under the Trust Deed, the Notes or any other document in respect of any act or omission in connection with this Written Resolution and its implementation or any written resolutions of the Noteholders given in relation thereto;

7.         this waiver shall only apply to the matters specifically referred to in this Written Resolution. It shall be without prejudice to any rights which the Issuer or the Trustee may have at any time in relation to any other circumstance or matter other than as specifically referred to in this Written Resolution (and whether or not subsisting at the date of this Written Resolution); and

8.         no further documents or amendments are required to be executed by the Issuer in connection with the waiver pursuant to paragraph 1 above.

Each undersigned Noteholder hereby severally represents and warrants that as at the date of signing this Written Resolution it is the beneficial owner of, or is signing on behalf of the beneficial owner of, the Notes indicated in the table delivered by it to the Trustee with this Written Resolution and will provide such other evidence of its holding as the Trustee may reasonably request from time to time.

Each Noteholder acknowledges that it is solely responsible for making its own independent appraisal of all matters (including those relating to this Written Resolution, the Notes and the Issuer) as such Noteholder deems appropriate, and each Noteholder has made its own decision as to whether to consent to and to sign the proposed Written Resolution.

The Noteholders acknowledge that the terms of this Written Resolution have not been formulated by the Trustee, and nothing in this Written Resolution should be construed as a recommendation to Noteholders from the Trustee to approve or reject the resolutions proposed in this Written Resolution. In accordance with normal practice, the Trustee expresses no opinion on the merits (or otherwise) of this Written Resolution. The Noteholders acknowledge that the Trustee is not responsible for the accuracy, completeness, validity or correctness of the statements made and documents referred to in this Written Resolution or any omissions from this Written Resolution.

This Written Resolution and any non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English law.

 

IN WITNESS WHEREOF, the undersigned have executed this written resolution by duly authorised officers.

Name of Noteholder:

.............................................................................

 

 

Signature on behalf of Noteholder:

.............................................................................

Date:

.............................................................................

Amount and percentage of the Principal Amount Outstanding of the Notes held by the Noteholder:

 

 

.............................................................................

Name of Noteholder:

.............................................................................

 

 

Signature on behalf of Noteholder:

.............................................................................

Date:

.............................................................................

Amount and percentage of the Principal Amount Outstanding of the Notes held by the Noteholder:

.............................................................................

 

Name of Noteholder:

.............................................................................

 

 

Signature on behalf of Noteholder:

.............................................................................

Date:

.............................................................................

Amount and percentage of the Principal Amount Outstanding of the Notes held by the Noteholder:

.............................................................................

 

 

 

Name of Noteholder:

.............................................................................

 

 

Signature on behalf of Noteholder:

.............................................................................

Date:

.............................................................................

Amount and percentage of the Principal Amount Outstanding of the Notes held by the Noteholder:

.............................................................................

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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ISELLFELILLEIIR