THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE 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 NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF THEY ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER AND TAKE SUCH OTHER ADVICE FROM THEIR OWN PROFESSIONAL ADVISERS AS THEY DEEM NECESSARY, IMMEDIATELY
NOTICE TO THE HOLDERS OF
€50,000 Class X Commercial Mortgage Backed Floating Rate Notes due 2018 (XS0278742316)
€43,000,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2018 (XS0278739874)
€23,750,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2018 (XS0278741771)
RIVOLI Pan Europe 1 plc (the "Issuer")
(incorporated with limited liability in Ireland with registration number 427890)
(the "Noteholders" and the "Notes", respectively)
The Notes are admitted to trading on the regulated market of the Irish Stock Exchange Limited.
Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 (market abuse regulation) requires disclosure by or on behalf of the Issuer of any inside information concerning the Issuer.
Capitalised terms not defined in this notice have the meaning given to them in the Prospectus relating to the Notes dated 18 December 2006 or the master definitions and framework schedule dated 21 December 2006 (as amended on 22 January 2007 and 8 April 2013 and as further amended from time to time) and the Issuer's notice dated 15 July 2016.
Safeguard Plan - Rive Défense SAS
The Issuer refers Noteholders to the notices dated 11 February 2013, 22 February 2013, 4 March 2013, 14 June 2013, 19 July 2013 and 15 July 2016 published in relation to a safeguard proceeding ("procédure de sauvegarde") opened by the Commercial Court of Paris at the request of Rive Défense SAS (the "Rive Défense Borrower") and the related safeguard plan approved by the Commercial Court of Paris on 16 July 2013 (the "Safeguard Plan").
Standstill in respect of Rive Défense Loan
On 13 July 2016, the French Issuer informed the Issuer that it entered into a standstill agreement with, inter alios, the Rive Défense Borrower in respect of the Rive Défense Loan (the "Standstill").
As part of the Standstill, the French Issuer and the other parties to the Standstill (which include the parties to the Rive Défense Credit Agreement) have waived, from 13 July 2016, their right to declare a trigger event (as specified in the Fiduciary Agreement (as defined in the French Master Definitions Agreement)) under the Fiduciary Agreement (which would result in enforcement of the Rive Défense Property) until the earlier of (i) the date of the approval of a modification of the Safeguard Plan by the Commercial Court of Paris; (ii) the effective date of proposed amendments made to the Fiduciary Agreement and the Rive Défense Credit Agreement; or (iii) 30 September 2016.
Safeguard Plan Modification
By an order of the Commercial Court of Paris dated 30 September 2016:
· the term of the Safeguard Plan is extended for a period up to 16 April 2018 and, as a result, the maturity date of the Rive Défense Loan would be extended for a period up to 16 April 2018;
· new intermediate milestones were added to the Safeguard Plan and the final milestone was deferred; and
· the Rive Défense Borrower will agree to pay additional interest amounts to the senior creditors (which includes the French Issuer) in amounts equal to the following percentages of the net proceeds (after deduction of, amongst other things, amounts required to repay the Rive Défense Loan) following the disposal of the Rive Défense Property or the entire issued share capital of the Rive Défense Borrower:
a) 5% if the Rive Défense Property or the Rive Défense Borrower is sold prior to 16 January 2017;
b) 20% if the Rive Défense Property or the Rive Défense Borrower is sold between 16 January 2017 (inclusive) and 1 April 2018 (inclusive); or
c) 30% if the Rive Défense Property or the Rive Défense Borrower is sold after 1 April 2018.
A copy of the judgment is available at the Court's office ("greffe du tribunal").
The French Issuer has informed the Issuer that the amendments relating to the Plan Modification have not yet been executed and the conditions precedent thereto have not yet all been received as of 14 October 2016. In addition, expenses in connection with the Standstill and the Plan Modification have not yet been reimbursed by the Rive Défense Borrower.
Neither the Issuer nor the Note Trustee (or any of their respective advisors) has been involved in the formulation of any proposals included in the Standstill or the Plan Modification or has independently verified the information in relation thereto. Further, neither the Issuer nor the Note Trustee (or any of their respective advisors) expresses any opinion as to the purpose or merits of the implementation of the Standstill or the Plan Modification or whether or not the Plan Modification will be implemented either in its current form or at all. Neither the Issuer nor the Note Trustee (nor any of their respective advisors) makes any representation regarding the accuracy, sufficiency, relevance, completeness or otherwise of any information contained in this notice or otherwise disclosed or to be disclosed to Noteholders in connection with the Standstill or the Plan Modification.
Without prejudice to the foregoing (and without purporting to limit any person's liability for fraudulent misrepresentation), neither the Issuer nor the Note Trustee, (or any of their respective advisors) accepts any responsibility or liability in relation to the information relating to the Standstill or the Plan Modification contained in any part of this notice, the matters set out in this notice and any such liability is expressly disclaimed.
This Notice is given without prejudice to any and all of the Issuer's and the Note Trustee's rights under the Conditions, the Transaction Documents and applicable law, all of which are expressly reserved.
The details of the Issuer are as follows:
Rivoli Pan Europe 1 PLC
Custom House Plaza, Block 6
International Financial Services Centre
Telephone: +353 1 636 7800
This notice is given by the Issuer.
RIVOLI Pan Europe 1 plc
14 October 2016
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.
This information is provided by RNS