TIDM62PH
RNS Number : 8115M
Dragon Finance B.V.
25 May 2022
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION
OF
NOTEHOLDERS.
If Noteholders are in any doubt about any aspect of the
proposals in this notice and/or the action they should take, they
are recommended to seek their own financial advice immediately from
their stockbroker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and
Markets Act 2000, as amended, (if they are in the United Kingdom)
or from another appropriately authorised independent financial
adviser and such other professional advisor from their own
professional advisors as they deem necessary.
NOTICE OF RESULT OF MEETING TO THE HOLDERS
(THE "NOTEHOLDERS") OF THE OUTSTANDING
Class A Secured Floating Rate Notes due 2023 (ISIN:
XS0116563668, Common Code: 011656366)
(the "Notes")
DRAGON FINANCE B.V.
(a private company with limited liability (besloten vennootschap
met beperkte aansprakelijkheid) incorporated under the laws of The
Netherlands and having its corporate seat in Amsterdam and its
registered office at Herikerbergweg 238 Luna Arena 1101 CM,
Amsterdam, The Netherlands)
(the Issuer)
NOTICE OF RESULTS OF MEETING to the holders of those of the:
Class A Secured Floating Rate Notes due 2023 (ISIN: XS0116563668,
Common Code: 011656366) (the Notes, and the holders thereof, the
Noteholders) of the Issuer presently outstanding convened by the
Notice for 25 May 2022 at 11 a.m. (London time) (12 p.m. (CET))
held via teleconference (using a video enabled platform).
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
On 29 April 2022, the Issuer announced an invitation to the
Noteholders to approve, among other things, consent to certain
amendments to the terms of the Notes at a joint meeting (the
Consent Solicitation).
A meeting of the Noteholders (the Meeting) was held earlier
today in connection with the Consent Solicitation, and the Issuer
now announces the results of the Meeting. The full terms and
conditions of the Consent Solicitation were contained in the
consent solicitation memorandum dated 29 April 2022 (the Consent
Solicitation Memorandum) prepared by the Issuer.
At the meeting of the holders of the Notes (with an aggregate
Principal Amount Outstanding of GBP18,123,958.23), 100% of votes
received from Noteholders were in favour of the Extraordinary
Resolution and 0% of votes received from Noteholders were not in
favour of the Extraordinary Resolution being passed.
NOTICE IS HEREBY GIVEN to the Noteholders that, at the Meeting
in respect of the Class A Notes held earlier today, the
Extraordinary Resolution was duly passed, and the Extraordinary
Resolutions of the Class B Notes and Class C Notes were duly
passed. Accordingly, the Proposal (as defined in the Consent
Solicitation Memorandum) will be implemented and the amendments
will take effect on the Payment Date falling in July 2022.
Further information relating to the Consent Solicitations
(including any updates thereto) can be obtained directly from the
Information Agent and Tabulation Agent:
i2 Capital Markets Ltd
Kemp House, 160 City Rd
London, EC1V 2NX
United Kingdom
Telephone: +44 203 633 1212
Attention: The Directors
Email: info@i2capmark.com
DISCLAIMER
This announcement must be read in conjunction with the Consent
Solicitation Memorandum. The Consent Solicitation Memorandum
contains important information which should be read carefully
before any decision is made with respect to the Consent
Solicitation. If any Noteholder is in any doubt as to the action it
should take, it is recommended to seek its own financial advice,
including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax
or legal adviser. None of the Issuer, the Trustee, the Information
Agent, the Tabulation Agent and/or the Principal Paying Agent
expresses any opinion about the terms of the Consent Solicitation
or the Extraordinary Resolution.
In accordance with normal practice the Trustee expresses no
opinion on the merits of the proposed Extraordinary Resolution, but
has authorised it to be stated that it has no objection to the
Extraordinary Resolution being submitted to the Noteholders for
their consideration. The Trustee has not been involved in
formulating the proposals in relation to the Extraordinary
Resolution and makes no representation that all relevant
information has been disclosed to Noteholders. Accordingly, the
Trustee urges Noteholders who are in any doubt as to the impact of
the implementation of the proposals in relation to the
Extraordinary Resolution to seek their own independent financial
advice.
SOLICITATION AND DISTRIBUTION RESTRICTIONS
The Consent Solicitation Memorandum and any other documents or
materials relating to the Consent Solicitation are only for
distribution or to be made available to persons who are (i) located
and resident outside the United States, its territories and
possessions and who are not U.S. persons (as defined in Regulation
S under the United States Securities Act of 1933, as amended (the
Securities Act)) or acting for the account or benefit of any U.S.
person, (ii) eligible counterparties or professional clients (each
as defined in 2014/65/EU (as amended or superseded, MiFID II) and,
if applicable and acting on a non-discretionary basis, who is
acting on behalf of a beneficial owner that is also an eligible
counterparty or a professional client, in each case in respect of
the Notes and (iii) otherwise a person to whom the Consent
Solicitation can be lawfully made and that may lawfully participate
in the Consent Solicitation. Neither this Notice nor the Consent
Solicitation Memorandum is an offer of securities for sale in the
United States or to any U.S. person. Securities may not be offered
or sold in the United States absent registration or an exemption
from registration. The Notes have not been, and will not be,
registered under the Securities Act, or the securities laws of any
state or other jurisdiction of the United States, and may not be
offered or sold in the United States or to, or for the account or
benefit of, U.S. persons, unless an exemption from the registration
requirements of the Securities Act is available.
For the purpose of the above paragraphs, United States means the
United States of America, its territories and possessions, any
state of the United States of America and the District of
Columbia.
The distribution of this announcement and the Consent
Solicitation Memorandum in certain jurisdictions may be restricted
by law, and persons into whose possession this announcement and/or
the Consent Solicitation Memorandum comes are required to inform
themselves about, and to observe, any such restrictions. Nothing in
this announcement or the Consent Solicitation Memorandum
constitutes or forms part of, and should not be construed as, an
offer for sale or subscription of, or a solicitation of any offer
to buy or subscribe for, any securities of the Issuer or any other
entity. None of the Issuer, the Trustee, the Information Agent, the
Tabulation Agent and/or the Principal Paying Agent will incur any
liability for its own failure or the failure of any other person or
persons to comply with the provisions of any such restrictions.
Each Noteholder is solely responsible for making its own
independent appraisal of all matters (including those relating to
the Consent Solicitation, the Notes, the Extraordinary Resolution
and the Issuer) as such Noteholder deems appropriate in evaluating,
and each Noteholder must make its own decision as to whether to
consent to, the Consent Solicitation or otherwise participate in
the Meeting.
The Tabulation Agent, the Information Agent and the Principal
Paying Agent are the agent of the Issuer and owe no duty to any
Noteholder, and do not accept any responsibility for the contents
of this announcement.
Principal Paying Agent
Deutsche Bank AG, acting through its London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Trustee
The Law Debenture Trust Corporation p.l.c.
Eighth floor, 100 Bishopsgate
London EC2N 4AG
United Kingdom
This notice is given by:
Issuer
Dragon Finance B.V.
Herikerbergweg 238, Luna Arena
1101 CM Amsterdam
The Netherlands
Dated: 25 May 2022
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END
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