Travelex Issuerco 2 Plc: Consent Solicitation for New Money Notes 09.04.2025, 18:00 Uhr von EQS News Jetzt kommentieren: 0

Travelex Issuerco 2 Plc

Consent Solicitation for New Money Notes

Travelex Issuerco 2 Plc

9 April 2025

Travelex Issuerco 2 Plc ("Travelex")

9 April 2025

Travelex announces consent solicitation in respect of the new money notes

Overview

Travelex Issuerco 2 Plc (the "Issuer") today announces a consent solicitation (the "Consent Solicitation") in respect of the 12.5% Senior Guaranteed Secured Notes due 2025 (Reg S: ISIN: XS2248458049; Common Code: 224845804 / Rule 144A: ISIN: XS2248458551; Common Code: 224845855) (the "Sterling Notes") and the 12.5% Senior Guaranteed Secured Notes due 2025 (Reg S: ISIN: XS2248456936; Common Code: 224845693 / Rule 144A: ISIN: XS2248457405; Common Code: 224845740) (the "Euro Notes" and together with the Sterling Notes, the "Notes").

Capitalised terms used in this announcement (the "Announcement") and not defined herein shall have the meanings ascribed to them in the Notice of Written Resolution dated 9 April 2025 (the "Notice of Written Resolution"). The Notice of Written Resolution is given to the Noteholders through the Clearing Systems.

This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the Notice of Written Resolution.

The Consent Solicitation is being launched in order to seek the approval of the Noteholders by way of a Written Resolution (the "Written Resolution") (which is proposed as an Extraordinary Resolution of the Sterling Noteholders and as an Extraordinary Resolution of the Euro Noteholders, respectively, in accordance with the provisions of the Trust Deeds) to make amendments to the Trust Deeds and Conditions of the Notes to:

(a)    extend the Maturity Date of the Notes to 31 March 2029;

(b)    reduce the rate of interest of the Notes from 12.5 per cent. to 3.01 per cent. per annum;

(c)    change the Minimum PIK Interest Amount from 7.5 per cent. per annum to 3.0 per cent. per annum and reduce the amount of cash interest to 0.01 per cent. per annum; and

(d)    impose additional restrictions and obligations on the Issuer and the Group and change the voting provisions and thresholds to (among other matters) protect against non-pro rata treatment as between the Noteholders,

in each case, as described in further detail in the Notice of Written Resolution.

If approved by the requisite majorities, the modifications and amendments to the Trust Deeds and the Conditions of the Notes which are the subject of the Written Resolution will be implemented by the execution of deeds supplemental to the Trust Deeds.

Implementation

The implementation of the Written Resolution shall be conditional on the requisite majority of Noteholders providing their confirmations of consent to this Written Resolution being satisfied by Eligible Noteholders, irrespective of any confirmations of consent by Ineligible Noteholders. No amendment to the Sterling Notes will be effective unless the same amendment is made to the terms of the Euro Notes and vice versa, save in respect of the proposed amendments to Condition 15 (Further Issue) of the Sterling Notes and Euro Notes pursuant to which there will be an ability to issue further Sterling Notes (subject to the relevant terms) but no ability to issue further Euro Notes.

An Eligible Noteholder or Ineligible Noteholder wishing to consent to the terms of the Written Resolution must submit an irrevocable electronic voting instruction via their Direct Participant to the relevant Clearing System in accordance with the procedures of, and by the earlier deadlines specified by, such Clearing System for receipt on or prior to 5.00pm (London time) on 12 May 2025 (the "Submission Deadline Date").

Each accountholder must block the Notes in its account until the Submission Deadline Date in accordance with the usual operating procedures of the relevant Clearing System. Notifications of consent once given cannot be revoked.

Notice of the results of voting on the Written Resolution will be delivered by the Clearing Systems to the Tabulation Agent.

Subject to the satisfaction of the Eligibility Condition and consent to the terms of the Written Resolution being obtained from the holders of not less than 75 per cent. in aggregate outstanding principal amount of the Notes in accordance with the procedures referred to in the Notice of Written Resolution, the Written Resolution shall be signed by the Registered Holder, acting on the instructions of such holders, and the Proposed Amendments will be implemented. The Registered Holder shall sign the Written Resolution as soon as practicable following receipt by the Tabulation Agent of consents from Eligible Noteholders holding not less than 75 per cent. in aggregate outstanding principal amount of the Notes, which may occur prior to the Submission Deadline Date, and in any event by no later than 12 May 2025.

Any questions regarding the procedure in relation to the Written Resolution may be directed to the Tabulation Agent at the following address:

GLAS Specialist Services Limited

Address: 55 Ludgate Hill, Level 1, West, London EC4M 7JW

Email: lm@glas.agency

Reference: Travelex - Consent Solicitation

Solicitation and distribution restrictions

The distribution of this announcement in certain jurisdictions may be restricted by law, and persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.

Nothing in this announcement constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in the Consent Solicitation by a Noteholder in any circumstances in which such participation is unlawful will not be accepted.

Each Noteholder participating in the Consent Solicitation will be required to make certain representations, as set out in the Notice of Written Resolution.

Enquiries:

Travelex

For investor related queries:

Victoria.Benis-Lonsdale@travelex.com

For other enquiries:

Press@travelex.com

-END-

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