REG - Dragon Finance B.V. - Notice of Result of Meeting to the Holders

J SainsburyAnnouncement

25/05/2022 16:00

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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 £18,123,958.23), 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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