REG - MRG Finance UK PLC - Notice of Adjourned Meeting

US BancorpAnnouncement

19/12/2024 13:15

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RNS Number : 7940Q  MRG Finance UK PLC  19 December 2024

RNS Number: 7940Q

MRG Finance UK plc

19 December 2024

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.  IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE OR ARE UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF THE EXTRAORDINARY
RESOLUTION TO BE PROPOSED, THEY SHOULD CONSULT THEIR OWN INDEPENDENT
PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT
2000 IMMEDIATELY.

MRG Finance UK plc

(the "Issuer")

 

NOTICE OF ADJOURNED MEETING

to the holders of

EUR 50,000,000 8.75% Notes due 26 October 2026 (ISIN XS1897122278) (the
"Series 1 Notes")

 

 issued by MRG Finance UK plc

 

under a £300,000,000 Euro Medium Term Note Programme

and guaranteed by Monaco Resources Group S.A.M. (now known as Sonel
Investments S.A.M.)

 

Terms not otherwise defined in this Notice shall have the meanings given to
them in the trust deed dated  25 June 2018 between, inter alios, the Issuer
and U.S. Bank Trustees Limited (the "Trustee") (the "Principal Trust Deed" as
amended and supplemented by a supplemental trust deed dated 25 October 2023
(the "First Supplemental Trust Deed" and, together with the Principal Trust
Deed, the "Trust Deeds")). In this Notice, "Series 1 Final Terms" means the
final terms dated 26 October 2018 applicable to the Series 1 Notes as amended
and restated pursuant to the First Supplemental Trust Deed, and signed by the
Issuer and the Guarantor.

The Issuer makes reference to its notice convening a meeting of the holders of
the Series 1 Notes (the "Series 1 Noteholders") dated 27 November 2024 and
advises that the meeting of Series 1 Noteholders convened for 19 December 2024
at 11.00 a.m. (the "Initial Meeting") was adjourned for lack of quorum.

NOTICE IS HEREBY GIVEN that an adjourned meeting (the "Adjourned Meeting") of
the holders of the Series 1 Notes (the "Series 1 Noteholders") convened by the
Issuer will be held at the offices of Norton Rose Fulbright LLP, 3 More London
Riverside, London SE1 2AQ on 7 January 2025 for the purpose of considering
and, if thought fit, passing the resolution set out below in this Notice which
will be proposed as an Extraordinary Resolution in accordance with the
provisions of the Trust Deeds.

The Adjourned Meeting will commence 11.00 a.m. (London time).

 

EXTRAORDINARY RESOLUTION

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SERIES 1 NOTES

"THAT the holders of the EUR 50,000,000 8.75% Notes due 26 October 2026 (the
"Series 1 Notes" and the "Series 1 Noteholders") issued by MRG Finance UK plc
under a £300,000,000 Euro Medium Term Note Programme and guaranteed by Monaco
Resources Group S.A.M. (now known as Sonel Investment S.A.M.) pursuant to a
trust deed dated 25 June 2018 between, amongst others, the Issuer and U.S.
Bank Trustees Limited (the "Trustee") (the "Principal Trust Deed", as amended
and supplemented by a supplemental trust deed dated 25 October 2023 (the
"First Supplemental Trust Deed" and, together with the Principal Trust Deed,
the "Trust Deeds")) hereby:

 

(a)          assent to (and authorise, direct, request and empower
the Trustee, the Issuer and the Guarantor to consent to) the modification of
the Conditions applicable to the Series 1 Notes and the final terms signed by
the Issuer and the Guarantor and dated 26 October 2018 applicable to the
Series 1 Notes, as amended and restated pursuant to the First Supplemental
Trust Deed (the "Series 1 Final Terms" and, together with the Conditions
applicable to the Series 1 Notes, the "Series 1 Conditions") as follows:

(i)          amend the maturity date of the Series 1 Notes specified
in paragraph 9 (Maturity Date) of the Series 1 Final Terms by deleting the
date 26 October 2026 and replacing it with the date 30 June 2025;

(ii)         amend paragraph 11 (Redemption Basis) of the Series 1
Final Terms by deleting paragraph 11 and replacing it with the following:

"the Series 1 Notes will be redeemed on the Maturity Date at 2% of their
nominal amount (as increased by any capitalisation of accrued Interest)"; and

(iii)        amend paragraph 20 (Final Redemption Amount of each Note)
by deleting paragraph 20 and replacing it with the following:

"2% of the nominal amount (as increased by any capitalisation of accrued
Interest)";

 

(iv)       amend paragraph 24 of the Series 1 Final Terms (Other terms)
by adding the following:

(A)     "The definitions of "Annual Accounts" and "Half-Year Accounts" in
Condition 4 (Negative Pledge and Financial Covenant) of the Series 1
Conditions shall be amended as follows:

          "Annual Accounts" means the Guarantor's annual consolidated
or unconsolidated, as the case may be, audited year-end financial statements
including the relevant accounting policies and notes to the accounts and in
each case prepared in accordance with IFRS from time to time;

 

"Half-Year Accounts" means the Guarantor's annual consolidated or
unconsolidated, as the case may be, half-yearly financial statements, which
may be unaudited, including the relevant accounting policies and notes to the
accounts and in each case prepared in accordance with IFRS from time to time;

 

(B) The definition of "Material Subsidiary" in Condition 10 (Events of
Default) of the Series 1 Conditions shall be amended as follows:

"Material Subsidiary" means a Subsidiary of the Guarantor:

(a)

(i)      whose turnover (consolidated in the case of a Subsidiary which
itself has Subsidiaries) presents 10%, or more of the consolidated turnover of
the Guarantor and its Subsidiaries calculated by reference to the latest
audited (consolidated or unconsolidated, as the case may be) accounts of such
Subsidiary and the latest audited consolidated accounts of the Guarantor,
provided that in the case of any Subsidiary which itself has Subsidiaries, as
well as in case of the Guarantor, to the extent it is not obliged to prepare
consolidated accounts anymore, no consolidated accounts are to be prepared and
audited but the relevant consolidated turnover shall be determined on the
basis of pro forma consolidated accounts of the relevant Subsidiary and its
Subsidiaries, and the Guarantor and its Subsidiaries, respectively; or

(ii)     to which is transferred the whole or substantially the whole of
the undertaking and assets of a Subsidiary which immediately prior to such
transfer is a Material Subsidiary, provided that the transferor Subsidiary
shall upon such transfer forthwith cease to be a Material Subsidiary and the
transferee Subsidiary shall cease to be a Material Subsidiary pursuant to this
paragraph (a)(ii) on the date on which the consolidated or unconsolidated, as
the case may be, accounts of the Guarantor for the financial period current at
the date of such transfer have been prepared and audited as aforesaid but so
that such transferor Subsidiary or such transferee Subsidiary may be a
Material Subsidiary on or at any time after the date on which such
consolidated or unconsolidated, as the case may be, pro-foma accounts have
been prepared and audited as aforesaid by virtue of the provisions of
paragraph (a)(i) above or, prior to or after such date, by virtue of any other
applicable provision of this definition; and

(b)      that is directly or indirectly Controlled by the Guarantor."

(b)         consent and agree that following the passing of this
Extraordinary Resolution and subject to the execution of the Second
Supplemental Trust Deed:

(i)  the Series 1 Notes will be redeemed in full on the Maturity Date in the
amount specified in, and in accordance with, the Series 1 Final Terms (as
amended pursuant to this Extraordinary Resolution and the Second Supplemental
Trust Deed) and the Conditions; and

(ii) the aggregate nominal amount of the Series 1 Notes (as increased by any
capitalisation of accrued Interest) then outstanding following such redemption
will be written down to zero;

(c)          consent and agree that, subject to the redemption of the
Series 1 Notes on the Maturity Date in accordance with the Series 1 Final
Terms (as amended by the Second Supplemental Trust Deed) and the Conditions,
the Issuer and the Guarantor will have no further obligations or liabilities
to the holders of the Series 1 Notes (or the Trustee on their behalf) in
respect of the Series 1 Notes other than any obligations or liabilities
arising prior to the Maturity Date;

paragraphs (a) to (c) (inclusive) of this Extraordinary Resolution, together,
the "Consents";

(d)         consent and approval of (A) the Issuer's and the
Guarantor's entry into and execution of a deed supplemental to the Trust Deeds
pursuant to and in accordance with this Extraordinary Resolution (the "Second
Supplemental Trust Deed"), to give effect to the Consents;

(e)          authorise, instruct, direct, request and empower the
Trustee to enter into and execute the Second Supplemental Trust Deed in
respect of the Series 1 Notes evidencing the Trustee's consent to the Consents
and Series 1 Conditions pursuant to and in accordance with this Extraordinary
Resolution;

(f)          sanction and consent to every abrogation, amendment,
modification, compromise or arrangement in respect of the rights of the Series
1 Noteholders against the Issuer, or against any of its/their property whether
such rights shall arise under the Trust Deeds, the Series 1 Conditions, the
Second Supplemental Trust Deed or otherwise involved in or resulting from such
modifications;

(g)          authorise, direct, request and empower the Trustee, the
Issuing and Paying Agent, Registrar and Transfer Agent to concur in taking all
steps considered by it in its sole discretion to be necessary, desirable or
expedient to carry out and give effect to this Extraordinary Resolution;

(h)         discharge, indemnify and exonerate the Trustee from any
and all liability for which it may have become or may become liable under the
Trust Deeds, the Series 1 Conditions, or the Series 1 Notes in respect of any
act or omission in connection with this Extraordinary Resolution or its
implementation (including execution by the Trustee of the Second Supplemental
Trust Deed), such modifications or the implementation of those modifications;

(i)          resolve that the Trustee shall not be responsible for
acting upon this Extraordinary Resolution even though it may be subsequently
found that there is a defect in the passing of this Extraordinary Resolution
or that for any reason this Extraordinary Resolution is not valid or binding;

(j)          resolve to waive any and all existing Events of Default
under the Trust Deeds or the Series 1 Conditions arising from or in connection
with the entry into the Second Supplemental Trust Deed and the modifications
effected hereby; and

(k)         resolve that this resolution shall take effect as an
Extraordinary Resolution of the Series 1 Noteholders."

Documents Available for Collection

Series 1 Noteholders may, at any time during normal business hours on any
weekday (Saturdays, Sundays and bank and other public holidays excepted) prior
to Meeting, inspect (at the principal office of the Issuing and Paying Agent
in London) or obtain copies of the documents set out below from the Issuing
and Paying Agent in electronic form on request.

Documents available:

·        the Principal Trust Deed;

·        the First Supplemental Trust Deed;

·        the Series 1 Final Terms dated 26 October 2018 (as amended
and restated pursuant to the First Supplemental Trust Deed);

·        the draft Second Supplemental Trust Deed; and

·        the Agency Agreement entered into in relation to the
Programme.

General

The attention of the Series 1 Noteholders is particularly drawn to the quorum
required for the Meeting  and for an adjourned Meeting which is set out in
"Voting and Quorum" below. Having regard to such requirements, the Series 1
Noteholders are strongly urged either to attend the Meeting or to take steps
to be represented at the Meeting, as referred to below, as soon as possible.

In accordance with its normal practice, the Trustee expresses no view as to
the merits of the Extraordinary Resolutions but the Trustee has authorised it
to be stated that it has no objection to the Extraordinary Resolutions being
put to Series 1 Noteholders for their consideration. The Trustee has not been
involved in negotiating the Extraordinary Resolutions and makes no
representation that all relevant information has been disclosed to the Series
1 Noteholders in or pursuant to this Notice of Meeting.

Accordingly, the Trustee recommends that Series 1 Noteholders who are unsure
of the impact of the Extraordinary Resolution should seek their own financial,
regulatory, legal, tax or other advice, as appropriate.

Meeting of Series 1 Noteholders

The provisions governing the convening and holding of this the Meeting are set
out in Schedule 3 to the Trust Deeds, copies of which are available for
inspection as referred to above.

It is acknowledged that the communication and transmission systems and
information sharing platforms used for a virtual meeting may not be secure and
there are security and other risks associated with the use of these systems
and platforms. In no event shall the Issuer, the Guarantor or the Trustee or
any person who controls, or is a director, officer, employee, agent or
affiliate of the Issuer, the Guarantor or the Trustee be liable for any losses
or liabilities to any person as a result of, or in connection with, receiving
or transmitting any information relating to the holding or conducting of any
virtual meeting via any non-secure method of transmission or communication or
the use of any information sharing platform.

Global Certificate in respect of the Series 1 Notes

The Series 1 Notes are currently represented by a global certificate (the
"Global Certificate") held by and registered in the name of a nominee of for
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream,
Luxembourg", and together with Euroclear, the "Clearing Systems" and each a
"Clearing System"). Each person (a "Beneficial Owner") who is the owner of a
particular principal amount of the Series 1 Notes, as shown in the records of
the Clearing Systems or their respective accountholders ("Direct
Participants"), should note that such person will not be a Series 1 Noteholder
for the purposes of this Notice of Meeting and will only be entitled to attend
and vote at the Meeting or to appoint a proxy to do so in accordance with the
procedures set out below. On this basis, in relation to Series 1 Notes held
through the Clearing Systems, the only Series 1 Noteholder for the purposes of
this Notice of Meeting will be the registered holder of the Global
Certificate, being the Registered Holder, as a common depositary or nominee
for the Clearing Systems. Accordingly, Beneficial Owners should convey their
voting instructions, directly or through the Direct Participant through whom
they hold their interest in the Series 1 Notes, to the relevant Clearing
Systemin accordance with their respective procedures or arrange by the same
means to be appointed a proxy.

Euroclear/Clearstream, Luxembourg Procedures

(i)      A Series 1 Noteholder may, by an instrument in writing (a "form
of proxy") in the form available from the specified office of the Transfer
Agent, as specified below in English signed by the Series 1 Noteholder or, in
the case of a corporation, executed under its common seal or signed on its
behalf by its duly appointed attorney or a duly authorised officer of the
corporation and delivered to the specified office of the Transfer Agent not
less than 48 hours before the time fixed for the Meeting or any adjourned
Meeting, appoint any person (a "proxy") to act on their or its behalf in
connection with the Meeting (or any adjourned Meeting).

(ii)     Any holder of Notes which is a corporation may, by delivering to
the specified office of the Transfer Agent not later than 48 hours before the
time fixed for any meeting a resolution of its directors or other governing
body, authorise any person to act as its representative (a "representative")
in connection with any meeting of the Series 1 Noteholders and any adjourned
such Meeting.

(iii)    Beneficial Owners and Direct Participants who hold their interest
in the Series 1 Notes through a Clearing System and who wish to attend and
vote at the Meeting (or any such adjourned Meeting) should contact the
relevant Clearing System to make arrangements to be appointed as a proxy (by
the Series 1 Noteholder) in respect of the Series 1 Notes in which they have
an interest for the purposes of attending and voting at the Meeting (as set
out in paragraph (i) above) (or any adjourned such Meeting). The proxy to be
so appointed may be selected by the Direct Participant or the Beneficial Owner
(and could be the Beneficial Owner if an individual).

Beneficial Owners or Direct Participants who hold their interest in the Series
1 Notes through a Clearing System and who do not wish to attend and vote at
the Meeting (or any such adjourned Meeting) should contact the relevant
Clearing System to make arrangements for the Series 1 Noteholder to appoint
the Issuing and Paying Agent or any one or more of its employees (as it shall
determine) as proxy to cast the votes either for or against relating to the
Series 1 Notes in which he has an interest at the Meeting.

Beneficial Owners must have made arrangements for the appointment of proxies
with the relevant Clearing System by not later than 48 hours before the time
fixed for the Meeting and within the relevant time limit specified by the
relevant Clearing System and request or make arrangements for the relevant
Clearing System to block the Series 1 Notes in the relevant Direct
Participant's account and to hold the same to the order of or under the
control of the Transfer Agent (save that during the period of 48 hours before
the time fixed for the Meeting such instructions may not be amended or revoked
or withdrawn).

(iv)    A proxy so appointed pursuant to paragraph (i) or (iii) above or
representative appointed pursuant to paragraph (ii) above shall so long as
such appointment remains in force be deemed, for all purposes in connection
with the Meeting to be holder of the Series 1 Notes to which such appointment
related and the Series 1 Noteholder shall be deemed for such purposes not to
be such Series 1 Noteholder.

(v)     A Direct Participant whose Notes have been so blocked will thus be
able to procure that a voting instruction is given in accordance with the
procedures of Euroclear or Clearstream, Luxembourg.

(vi)    Any Series 1 Note(s) so held and blocked for either of these
purposes will be released to the Direct Participant by the relevant Clearing
System on the conclusion of the Meeting (or, if later, any adjourned such
Meeting); provided, however that if the Series 1 Noteholder has caused a proxy
to be appointed in respect of such Note(s) prior to such time, such Note(s)
will not be released to the relevant Direct Participant unless and until the
Series 1 Noteholder has notified the Issuer of the necessary revocation of or
amendment to such proxy.

Quorum and Voting Majority

Each person eligible and wishing to attend the Meeting shall give notice in
writing to the Issuing and Paying Agent no later than 48 hours before the time
fixed for the Meeting. Such notice shall specify the full name of the person,
the capacity in which they are attending and (if voting) the principal amount
of the Series 1 Notes they hold or represent and their email contact details.
The notice shall be accompanied by an electronic copy of a valid
identification document (passport or driving licence) and, if applicable,
sufficient evidence of blocking the Series 1 Notes such person holds. Each
duly appointed proxy, representative and any person entitled to attend a
Meeting who has given notice of their wish to attend in accordance with the
procedures set out herein, will be provided with a form of proxy in advance of
such Meeting by the Issuing and Paying Agent. A proxy, representative or other
person shall not receive access to the Meeting unless such person gives notice
in accordance with this paragraph.

The Extraordinary Resolution may only be considered at the Meeting if the
Meeting is quorate. The Meeting will be quorate if at least two or more
persons being entitled to vote (whether as a Noteholder or as proxy or
representative) is present at the Meeting who holds or represents the
requisite principal amount of outstanding Notes for the quorum requirement (as
set out below across from "Original Meeting") provided that the holder of the
Series 1 Notes represented by the Global Certificate shall be treated as two
persons for the purposes of any quorum requirements. If the Meeting is not
quorate, it will be adjourned to a later time and date. When the Meeting
resumes following adjournment, the Trust Deeds makes provision for a lower
quorum requirement (as set out below across from "Adjourned Meeting").

If within 15 minutes after the time appointed for the Meeting, a quorum is not
present, the Meeting shall be adjourned for such period, not being less than
14 days and not more than 42 days, as may be appointed by the chairman of the
Meeting either at or after the Meeting.

Any Noteholder who has submitted electronic voting instructions or duly
appointed a proxy or representative shall have a right to revoke such
instruction up until 48 hours before the Meeting but not thereafter unless
otherwise required by law or permitted by the Trust Deeds, by submitting a
revocation instruction to the relevant Clearing System or validly revoking the
proxy or appointment of the representative.  Any electronic voting
instruction or form of proxy submitted in connection with a Meeting shall
remain valid for an adjourned Meeting unless otherwise validly revoked.

The quorum requirement is as follows:

 Meeting            Quorum Requirement

 Original Meeting   Two or more persons present holding or representing at least 75 per cent. in
                    principal amount of the Series 1 Notes for the time being outstanding.
 Adjourned Meeting  Two or more persons being or representing at least 25 per cent. in principal
                    amount of the Series 1 Notes for the time being outstanding .

 

Every question submitted at a relevant Meeting will be decided in the first
instance by a show of hands unless a poll is (before or on the declaration of
the result of the show of hands) demanded by the chairman, the Issuer, the
Guarantor, the Trustee or one or more persons present holding Series 1 Notes
or being proxies or representatives and holding or representing in the
aggregate not less than 2 per cent. of the principal amount of the Series 1
Notes for the time being outstanding. On a show of hands every person who is
present and who is a Series 1 Noteholder or is a proxy or representative shall
have one vote.

On a poll, every person who is so present shall have one vote for each EUR
1.00 in principal amount of each Note so held or owned in respect of which he
is a proxy or representative.

In case of equality of votes the chairman shall, both on a show of hands and
on a poll, have a casting vote in addition to the vote or votes (if any) to
which he may be entitled as a Series 1 Noteholder or as a proxy.

To be passed at a Meeting (or any such adjourned meeting), an Extraordinary
Resolution requires a majority in favour of at least 75 per cent. of the votes
cast at such Meeting.

If passed, the Extraordinary Resolutions will be binding upon all Series 1
Noteholders, whether or not they were present or represented at Meeting  and
whether or not they voted at Meeting.

This notice, and any non-contractual obligations arising out of or in
connection with it, is governed by, and shall be construed in accordance with,
English law.

The Issuing and Paying Agent with respect to the Series 1 Notes is as follows:

U.S. Bank Europe DAC, UK Branch
Fifth Floor

125 Old Broad Street

London EC2N 1AR

 

 

The Registrar and Transfer Agent with respect to the Series 1 Notes is as
follows:

U.S. Bank Europe DAC

Block F1

Cherrywood Business Park

Cherrywood

Dublin 18

Ireland D18 W2X7

 

This Notice is given by:

MRG FINANCE UK PLC as Issuer

 

Date: 27 November 2024

 

     SCHEDULE 1
FORM OF SUPPLEMENTAL TRUST DEED

  ●   2024/2025 
 MRG FINANCE UK PLC

 MONACO RESOURCES GROUP S.A.M. (now known as SONEL INVESTMENTS S.A.M.)

 and

 U.S. BANK TRUSTEES LIMITED

 SECOND SUPPLEMENTAL TRUST DEED

 in respect of Series 1 EUR 50,000,000 8.75% Fixed Rate Notes due 26 October
 2026

 issued under

MRG Finance UK plc

£300,000,000

Guaranteed Euro Medium Term Note Programme

 guaranteed by

Monaco Resources Group S.A.M. (now known as Sonel Investments S.A.M.)

 

Contents

Clause
Page

1.         Definitions and Interpretation

2.         Modifications of the Series 1 Conditions

3.         Write-down of the Notes

4.         Incorporation of Principal Trust Deed

5.         Destruction of the Global Note Certificate and Clearing
Systems Records

6.         Third Party Rights

7.         Counterparts

8.         Governing Law and Jurisdiction

8.         Signatories. 4

 

 

THIS SECOND SUPPLEMENTAL TRUST DEED is dated  ●   2024/2025 

Between:

(1)        MRG FINANCE UK PLC (the "Issuer");

(2)        MONACO RESOURCES GROUP S.A.M. (now known as SONEL
INVESTMENTS S.A.M.) (the "Guarantor"); and

(3)        U.S. BANK TRUSTEES LIMITED (the "Trustee", which expression,
where the context so admits, includes any other trustee for the time being of
the Trust Deeds (as defined below)).

 WHEREAS:

(A)       This supplemental trust deed (this "Second Supplemental Trust
Deed") is supplemental to a trust deed dated 25 June 2018 made between the
Issuer, the Trustee, and the Guarantor (the "Principal Trust Deed", as amended
and supplemented by a supplemental trust deed dated 25 October 2023 (the
"First Supplemental Trust Deed" and, together with the Principal Trust Deed,
the "Trust Deeds")), relating to the Issuer's £300,000,000 Guaranteed Euro
Medium Term Note Programme (the "Programme").

(B)       On 26 October 2018 the Issuer issued EUR 50,000,000 8.75%
Fixed Rate Notes due 26 October 2023 (the "Series 1 Notes") pursuant to the
Programme and the final terms applicable to the Series 1 Notes dated 26
October 2018 and signed by the Issuer and the Guarantor (the "Series 1 Final
Terms").

(C)       On 25 October 2023, the Issuer, the Guarantor and the Trustee
supplemented the Principal Trust Deed pursuant to the First Supplemental Trust
Deed to (i) amend the Conditions and the Series 1 Final Terms applicable to
the Series 1 Notes (together, the "Series 1 Conditions") and (ii) amend and
restate the Series 1 Final Terms.

(D)       Pursuant to an Extraordinary Resolution passed on or about the
date of this Second Supplemental Trust Deed, the holders of the Series 1 Notes
have authorised and directed the Trustee to enter into this Second
Supplemental Trust Deed.

(E)       The Issuer, the Guarantor and the Trustee (acting as
aforesaid) wish to enter into this Second Supplemental Trust Deed to (i) the
amendment of the maturity date of the Notes; (ii) the redemption of the Notes
at 2% of their aggregate nominal amount (as increased by any capitalisation of
accrued Interest); and (iii) thereafter, the write down of the aggregate
nominal amount of the Notes (as increased by any capitalisation of accrued
Interest) to zero.

NOW THIS SECOND SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS HEREBY AGREED AS
FOLLOWS:

1.         Definitions and Interpretation

Save as expressly provided in this Second Supplemental Trust Deed, all terms
defined in the Trust Deeds and the Series 1 Conditions shall have the same
meanings in this Second Supplemental Trust Deed.

2.         Modifications of the Series 1 Conditions

2.1 In relation solely to the Series 1 Notes, the Series 1 Conditions shall be
amended with effect on and from the date of this Second Supplemental Trust
Deed as follows:

(a)        amend the maturity date of the Series 1 Notes specified in
paragraph 9 (Maturity Date) of the Series 1 Final Terms by deleting the date
26 October 2026 and replacing it with the date 30 June 2025;

(b)        amend paragraph 11 (Redemption Basis) of the Series 1 Final
Terms by deleting paragraph 11 and replacing it with the following:

"the Series 1 Notes will be redeemed on the Maturity Date at 2% of their
nominal amount (as increased by any capitalisation of accrued Interest)"; and

(c)        amend paragraph 20 (Final Redemption Amount of each Note) by
deleting paragraph 20 and replacing it with the following:

"2% of the nominal amount (as increased by any capitalisation of accrued
Interest)";

(d)        amend paragraph 24 of the Series 1 Final Terms (Other terms)
by adding the following:

(A)       "The definitions of "Annual Accounts" and "Half-Year Accounts"
in Condition 4 (Negative Pledge and Financial Covenant) of the Series 1
Conditions shall be amended as follows:

"Annual Accounts" means the Guarantor's annual consolidated or unconsolidated,
as the case may be, audited year-end financial statements including the
relevant accounting policies and notes to the accounts and in each case
prepared in accordance with IFRS from time to time;

"Half-Year Accounts" means the Guarantor's annual consolidated or
unconsolidated, as the case may be, half-yearly financial statements, which
may be unaudited, including the relevant accounting policies and notes to the
accounts and in each case prepared in accordance with IFRS from time to time;

(B)       The definition of "Material Subsidiary" in Condition 10 (Events
of Default) of the Series 1 Conditions shall be amended as follows:

            "Material Subsidiary" means a Subsidiary of the
Guarantor:

(a)

(i)         whose turnover (consolidated in the case of a Subsidiary
which itself has Subsidiaries) presents 10%, or more of the consolidated
turnover of the Guarantor and its Subsidiaries calculated by reference to the
latest audited (consolidated or unconsolidated, as the case may be) accounts
of such Subsidiary and the latest audited consolidated accounts of the
Guarantor, provided that in the case of any Subsidiary which itself has
Subsidiaries, as well as in case of the Guarantor, to the extent it is not
obliged to prepare consolidated accounts anymore, no consolidated accounts are
to be prepared and audited but the relevant consolidated turnover shall be
determined on the basis of pro forma consolidated accounts of the relevant
Subsidiary and its Subsidiaries, and the Guarantor and its Subsidiaries,
respectively; or

(ii)        to which is transferred the whole or substantially the whole
of the undertaking and assets of a Subsidiary which immediately prior to such
transfer is a Material Subsidiary, provided that the transferor Subsidiary
shall upon such transfer forthwith cease to be a Material Subsidiary and the
transferee Subsidiary shall cease to be a Material Subsidiary pursuant to this
paragraph (a)(ii) on the date on which the consolidated or unconsolidated, as
the case may be, accounts of the Guarantor for the financial period current at
the date of such transfer have been prepared and audited as aforesaid but so
that such transferor Subsidiary or such transferee Subsidiary may be a
Material Subsidiary on or at any time after the date on which such
consolidated or unconsolidated, as the case may be, pro-foma accounts have
been prepared and audited as aforesaid by virtue of the provisions of
paragraph (a)(i) above or, prior to or after such date, by virtue of any other
applicable provision of this definition; and

(b) that is directly or indirectly Controlled by the Guarantor."

2.2 In accordance with the Extraordinary Resolution and the amendments to the
Series 1 Final Terms pursuant to Clause 2.1:

(a)        the Series 1 Notes will be redeemed in full on the Maturity
Date in the amount specified in, and in accordance with the Series 1 Final
Terms (as amended pursuant to this Second Supplemental Trust Deed) and the
Conditions; and

(b)        the aggregate nominal amount of the Series 1 Notes (as
increased by any capitalisation of accrued Interest) then outstanding
following such redemption will be written down to zero.

2.3       Subject to the redemption of the Series 1 Notes on the Maturity
Date in accordance with the Series 1 Final Terms (as amended pursuant this
Second Supplemental Trust Deed) and the Conditions, the Trustee (acting on
behalf of the Noteholders pursuant to the Extraordinary Resolution) agrees
that the Issuer and the Guarantor will have no further obligations or
liabilities to the holders of the Series 1 Notes (or the Trustee on their
behalf) in respect of the Series 1 Notes other than any obligations or
liabilities arising prior to the Maturity Date.

2    write-down of the Series 1 notes on the maturity Date

Subject to the redemption of the Series 1 Notes on the Maturity Date in
accordance with Clause 2.2, the Issuer will promptly thereafter instruct the
Registrar to (i) update the Register accordingly; and (ii)  destroy the
Global Certificate relating to the Series 1 Notes.

 

3    Notice of Amendments

The Issuer shall promptly on the date of this Second Supplemental Trust Deed:

(a)  instruct the Issuing and Paying Agent to send to the applicable Clearing
Systems an executed copy of this Second Supplemental Trust Deed and request
that such Clearing Systems update their records in respect of the amendments
made to the Series 1 Conditions pursuant to Clause 2 accordingly; and

(b)  instruct the Issuing and Paying Agent, Registrar and Transfer Agent to
take any further action required to implement the modifications specified in
this Second Supplemental Trust Deed

4    Incorporation of Trust deeds

(a)  The Trust Deeds and this Second Supplemental Trust Deed shall henceforth
be read and construed together as one document so that all references therein
and in this Second Supplemental Trust deed to "this Deed", "these presents",
"this Trust Deed" or "the Trust Deed" shall be deemed to, unless there is
anything in the subject or context inconsistent therewith, refer to the Trust
Deeds as amended and supplemented by this Second Supplemental Trust Deed.

(b)  Save as amended and supplemented by this Second Supplemental Trust Deed
in respect of the Series 1 Notes, the provisions of the Trust Deeds and the
Series 1 Conditions applicable to the Series 1 Notes shall continue in full
force and effect and shall constitute valid and binding obligations of each
Party hereto.

(c)  A memorandum of this Second Supplemental Trust Deed shall be endorsed by
the Trustee on the Principal Trust Deed and by the Issuer and the Guarantor on
their respective duplicates thereof.

5    Third Party Rights

A person who is not a party to this Second Supplemental Trust Deed or any
agreement entered into on terms set out in and/or incorporated by reference
into this Second Supplemental Trust Deed has no rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Second
Supplemental Trust Deed or, as the case may be, any such agreement, but this
does not affect any right or remedy of a third party which exists or is
available apart from that Act.

6    Counterparts

This Second Supplemental Trust Deed may be executed in any number of
counterparts in which case this Second Supplemental Trust Deed will be as
effective as if all the signatures on the counterparts were on a single copy
of this Second Supplemental Trust Deed.

7    Governing Law and Jurisdiction

This Second Supplemental Trust Deed and any non-contractual obligations
arising out of or in connection with it shall be governed by and construed in
accordance with English law. The provisions of clause 20.2 (Jurisdiction) of
the Principal Trust Deed shall apply mutatis mutandis to this Second
Supplemental Trust Deed as if set out in full herein.

IN WITNESS whereof this Second Supplemental Trust Deed has been executed as a
deed by each party to this Second Supplemental Trust Deed in each relevant
capacity described above in the manner described therein the day and year
first before written.

 

Signatories

MRG FINANCE UK PLC

By:

(Director, acting on the authority of that company)

Name:

In the presence of

 Witness signature:
 Name of Witness:
 Address of Witness:
 Occupation/Position:

MONACO RESOURCES GROUP S.A.M. (now known as SONEL INVESTMENTS S.A.M.)

By:

(Director, acting on the authority of that company)

Name:

 

In the presence of

 Witness signature:
 Name of Witness:
 Address of Witness:
 Occupation/Position:

 

 EXECUTED AS A DEED BY U.S. BANK TRUSTEES LIMITED

 By:

 By:

 

 

 

 

 

 

 

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