NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO THE UNITED STATES
For immediate release
13 October 2017
Brunswick Rail Finance Designated Activity Company
BRUNSWICK RAIL FINANCE DESIGNATED ACTIVITY COMPANY
Notice of Results of Meeting
Brunswick Rail Finance Designated Activity Company (the "Issuer") formally announces today that it has successfully concluded its consent solicitation (the "Consent Solicitation") with respect to its U.S.$600,000,000 6.50 per cent. Guaranteed Notes due 2017 (the "Notes", and the holders of such Notes, the "Noteholders") (of which U.S.$600,000,000 is currently outstanding) (Regulation S Global Note ISIN: XS0850393264; Regulation S Global Note Common Code: 085039326; Rule 144A Global Note ISIN: US117381AA17; Rule 144A Global Note Common Code: 085043188; Rule 144A Global Note CUSIP: 117381AA1).
The Issuer launched the Consent Solicitation on 13 September 2017 to, among other things, seek an amendment to Clause 1.1 (Definitions)of the Trust Deed dated 1 November 2012 between the Issuer and Citibank, N.A., London Branch as trustee (the "Trustee"), as supplemented by a first supplemental trust deed between the Issuer and the Trustee dated 16 March 2016, (the "Trust Deed"), the introduction of a new Condition 6.6A (Shareholder Purchase Option) and an amendment to Condition 6.7 (Cancellation) of the terms and conditions of the Notes set out in Schedule 3 (Terms and Conditions of the Notes) of the Trust Deed, as described below (the "Amendment Proposals") for approval by an extraordinary resolution (the "Extraordinary Resolution") at a meeting of Noteholders (the "Meeting") as was set out in a consent solicitation memorandum dated 13 September 2017.
At the duly convened and quorate Meeting on 13 October 2017, the Extraordinary Resolution proposed at the Meeting, adopting the Amendments, was duly passed. The Extraordinary Resolution approved the following:
(1) Addition of Purchase Option
(A) A new Condition 6.6A, following Condition 6.6 (Purchase) and before Condition 6.7 (Cancellation) shall be inserted as follows:
"Shareholder Purchase Option
6.6A The Notes will be subject to the following provisions:
(a) The Shareholder may at any time give notice to the Issuer (the "Shareholder Purchase Option Exercise Notice") and, upon receipt of such notice the Issuer shall promptly give notice to and instruct the Principal Paying Agent to give such notice to the Noteholders ("Issuer Notice") in accordance with Condition 16 or, for so long as the Notes are in global form, in accordance with the provisions of the relevant Global Note (which notice shall be irrevocable) of the Shareholder's intention to purchase all (but not some only) of the Notes outstanding at such time, on a date falling not later than three Business Days after the date of such notice (such date being the "Shareholder Purchase Option Settlement Date"). The delivery of the Shareholder Purchase Option Exercise Notice and the Issuer Notice shall under no circumstances result in any obligation of the Issuer or any of the Guarantors to purchase the Notes under this Shareholder Purchase Option.
(b) If the Shareholder Purchase Option Exercise Notice and the Issuer Notice are given, the Shareholder shall, on the Shareholder Purchase Option Settlement Date, mandatorily purchase all (but not some only) of the Notes that are then outstanding, at an amount equal to the Shareholder Purchase Option Price (in full satisfaction of all outstanding amounts owed to such Noteholders under the Notes).
(c) On the Shareholder Purchase Option Settlement Date, each Noteholder shall be entitled to payment by the Shareholder of an amount equal to the Shareholder Purchase Option Price (in full satisfaction of all outstanding amounts owed to such Noteholder under the Notes) for its Notes as of the Shareholder Purchase Option Settlement Date.
(d) The Issuer shall procure that the Principal Paying Agent notifies Euroclear, Clearstream, Luxembourg and DTC of the exercise of the Shareholder Purchase Option and that all Notes held through such clearing systems shall be automatically transferred to the Shareholder on the Shareholder Purchase Option Settlement Date against payment of the Shareholder Purchase Option Price by the Shareholder.
(e) Upon the receipt of the apportioned Shareholder Purchase Option Price, each Noteholder will be deemed to sell, assign and transfer to and upon the order of the Shareholder, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the Noteholder's status as a holder of the Notes.
(f) With effect from their receipt of payment of the Shareholder Purchase Option Price, the Noteholders (other than the Shareholder and the persons deriving title through the Shareholder following a purchase of the Notes pursuant to this Condition 6.6A) shall have no further rights or claims to payments in respect of the Notes, whether under the Trust Deed, as supplemented, or otherwise, against the Issuer, the Trustee, the Paying Agents or any other person, notwithstanding that the Notes may remain outstanding after the Shareholder Purchase Option Settlement Date.
For the purposes of this Condition 6.6A:
"Shareholder" means Amalgam Rail Investments Ltd.;
"Shareholder Purchase Option" means the Shareholder's option to purchase all of the Notes as described in Condition 6.6A;
"Shareholder Purchase Option Price" means U.S.$887.50 per U.S.$1,000 in principal amount of the Notes, which amount is deemed to include any accrued and unpaid interest to the Shareholder Purchase Option Settlement Date (inclusive); and
"Shareholder Purchase Option Settlement Date" shall have the meaning given to it in Condition 6(A)(a).
(B) Condition 6.7 (Cancellation) shall be modified by the insertion of the words underlined below:
"All Notes redeemed or purchased pursuant to this Condition 6, except for any Notes purchased in accordance with Condition 6.6A, shall be cancelled forthwith and may not be held or resold. Any Notes so cancelled may not be reissued."
(2) Amendment of definition of "outstanding"
The definition of "outstanding" under Clause 1.1 (Definitions) of the Trust Deed shall be modified by the insertion of the words underlined below:
"outstanding means, in relation to the Notes, all the Notes issued except (a) those which have been redeemed in accordance with the Conditions, (b) those in respect of which the date for redemption in accordance with the Conditions has occurred and for which the redemption moneys (including all interest accrued on such Notes to the date for such redemption and any interest payable under the Conditions after such date) have been duly paid to the Trustee or to the Principal Paying Agent as provided in Clause 2 and the Agency Agreement and remain available for payment against presentation and surrender of the Notes in accordance with the Conditions, (c) those which have become void, (d) those which have been purchased and cancelled as provided in the Conditions, (e) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes, (f) (for the purpose only of determining how many Notes are outstanding and without prejudice to their status for any other purpose) those Definitive Notes alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to Condition 11, and (g) any Global Note to the extent that it shall have been exchanged for another Global Note or Definitive Notes pursuant to its provisions, provided that for the purposes of (1) ascertaining the right to attend and vote at any meeting of the Noteholders, (2) the determination of how many Notes are outstanding for the purposes of the Conditions and Schedule 4, (3) the exercise of any discretion, power or authority which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Noteholders and (4) the certification (where relevant) by the Trustee as to whether a Default is in its opinion materially prejudicial to the interests of the Noteholders, those Notes which are beneficially held by or on behalf of the Issuer, any Guarantor or any of their respective Subsidiaries and not cancelled shall (unless no longer so held) be deemed not to remain outstanding; for the avoidance of doubt, Notes held by Amalgam Rail Investments Ltd. are not to be regarded as beneficially held by or on behalf of the Issuer, any Guarantor or any of their respective Subsidiaries and shall be deemed to remain outstanding at all times;"
The Issuer, the Shareholder and the Trustee will shortly enter into a supplemental trust deed to give effect to the Amendment Proposals.
The Amendment Proposals will enable Amalgam Rail Investments Ltd. to exercise the Shareholder Purchase Option as soon as reasonably practicable following the Meeting, but not later than 19 October 2017, and purchase all outstanding Notes for cash at U.S.$887.50 per U.S.$1,000 in principal amount of the Notes, which amount is deemed to include any accrued and unpaid interest, in full satisfaction of all outstanding amounts owed to the Noteholders under the Notes.
With respect to the Consent Solicitation, Lucid Issuer Services Limited has acted as the Information and Tabulation Agent.
Natalia Koroleva, PBN Hill+Knowlton Strategies
Mobile (Russia): +7 (903) 795 6926
Email: [email protected]
This document does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or exchange or subscribe for, any securities of the Issuer or any other entity. This document does not constitute a solicitation in any circumstances in which such solicitation is unlawful.
BRUNSWICK RAIL FINANCE DESIGNATED ACTIVITY COMPANY is a designated activity company formed under the laws of Ireland with registered number 518323 whose registered office is at 2nd Floor, Palmerston House, Fenian Street, Dublin 2, Ireland.
This release may contain "forward-looking statements" concerning the Issuer. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to future capital expenditures and business and management strategies and the expansion and growth of the Issuer's operations. Many of these risks and uncertainties relate to factors that are beyond the Issuer's ability to control or estimate precisely and therefore undue reliance should not be placed on such statements which speak only as at the date of this release. The Issuer assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.
These materials are not loan offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"). Any securities mentioned herein have not been and will not be registered under the Securities Act, and no public offering will be made in the United States.
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