For immediate release
13 October 2017
Brunswick Rail Finance Designated Activity Company
BRUNSWICK RAIL FINANCE DESIGNATED ACTIVITY COMPANY
U.S.$600,000,000 6.50 per cent. Guaranteed Notes due 2017
(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)
Announcement of Receipt of Notice of Exercise of Shareholder Purchase Option
Brunswick Rail Finance Designated Activity Company (the "Issuer") announces today, in relation to the Issuer's outstanding U.S.$600,000,000 6.50 per cent. Guaranteed Notes due 2017 (the "Notes"), constituted by a trust deed dated 1 November 2012 between the Issuer and Citibank, N.A., London Branch as trustee (the "Trustee"), as supplemented by a supplemental trust deed dated 16 March 2016 (the "First Supplemental Trust Deed") and a second supplemental trust deed dated 13 October 2017 (the "Second Supplemental Trust Deed") (the "Trust Deed"), that Amalgam Rail Investments Ltd. (the "Shareholder") has provided to the Issuer a notice, in accordance with Condition 6.6A (Shareholder Purchase Option) of the terms and conditions of the Notes (the "Conditions" and each a "Condition") set out in Schedule 3 (Terms and Conditions of the Notes) of the Trust Deed, confirming the intended purchase of all outstanding Notes on 18 October 2017, such date being the Shareholder Purchase Option Settlement Date.
Capitalised terms used in this announcement and not defined herein shall have the meanings ascribed to them in the Trust Deed.
This notice is given by:
Brunswick Rail Finance Designated Activity Company in its capacity as Issuer.
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 an 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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