Aggregate Holdings SA: Announcement of the Commencement of a Consent Solicitation in respect of the Bonds

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (IF THEY ARE LOCATED IN THE UNITED KINGDOM), OR FROM OTHER APPROPRIATELY AUTHORISED INDEPENDENT PROFESSIONAL ADVISERS (IF THEY ARE LOCATED OUTSIDE OF THE UNITED KINGDOM).

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE BONDS. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE BONDS IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE BONDS ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

VIC PROPERTIES S.A.

(a société anonyme, governed by the laws of the Grand Duchy of Luxembourg)

(the “Issuer”)

AGGREGATE HOLDINGS S.A.

(a société anonyme, governed by the laws of the Grand Duchy of Luxembourg)

 (the “Guarantor”)

EUR 250,000,000 3.00 per cent. Secured Pre-IPO Convertible Bonds due 2025 (ISIN XS1964739715)

(the “Bonds”)

ANNOUNCEMENT OF THE COMMENCEMENT OF A CONSENT SOLICITATION IN RESPECT OF THE BONDS

Luxembourg, 19 April 2023.

The Issuer announces today an invitation (the “Consent Solicitation”) to holders of the outstanding Bonds to consent to various amendments and modifications to the terms and conditions of the Bonds and consequential or related amendments or terminations to the transaction and ancillary documents for the Bonds, which include the irrevocable, unconditional, final and full release of the Guarantor from its obligations under the Bonds and its guarantee. 

This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the Consent Solicitation Memorandum dated 19 April 2023 (the “Memorandum”) prepared by the Issuer, which is available to Bondholders from the Information and Tabulation Agent (including on its website at https://deals.is.kroll.com/vicproperties). The Memorandum and any other documents or materials relating to the Consent Solicitation are available for distribution to persons to whom the Consent Solicitation can be lawfully made and that may lawfully participate in each Consent Solicitation.

Unless otherwise indicated, capitalised terms used but not otherwise defined in this announcement have the meanings given in the Memorandum.

Overview of the Consent Solicitation

On 17 March 2023, the Guarantor, the Issuer, the Parent and a consortium of institutional investors constituting the M&A Sub-committee entered into a binding agreement (as amended or supplemented from time to time, the “Agreement”) in relation to the sale of 100 per cent. of the share capital of the Issuer and its subsidiaries (VIC One S.à r.l. and Smarfil, S.A.), which includes the implementation of the Proposed Amendments. See “The Consent Solicitation—The Consent Solicitation and the Proposal—The Proposal—The Proposed Amendments to the Bonds” in the Memorandum and Schedule 4 of the Memorandum for further information about the Proposed Amendments. Bondholders are advised to carefully consider the Proposal Documents that are available on the Consent Website before deciding whether to participate in the Consent Solicitation. If any Bondholder is in any doubt as to the Proposal Documents, it should seek its own financial and legal advice, including as to any tax consequences, from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.

In accordance with the Agreed Terms and subject to (amongst other conditions precedent) the satisfaction and/or waiver of the Implementation Conditions and the effectiveness of the Written Resolution and the Proposed Amendments, a sale of the Issuer and its subsidiaries will be implemented at the Consensual Transaction Completion Time whereby(a) PREV VP will acquire from the Parent the shares of the Issuer, (b) PREV V2 will acquire from the Issuer the shares of VIC One, and (c) PREV SL will acquire from the Issuer the shares of Smarfil. This arrangement will be documented by way of the SPAs, pursuant to which the Parent will sell the Issuer to PREV VP and the Issuer will sell VIC One and Smarfil to PREV V2 and PREV SL, respectively, each for a nominal price. Each of the Issuer HoldCo Shares, V1 HoldCo Shares and PREV SL Shares will be indirectly held by the Foundation, who will in turn issue Depositary Receipts in respect of those shares (the “M&A Transaction”). See “The Consent Solicitation—The Consent Solicitation and the Proposal—The Proposal” of the Memorandum.

In accordance with the Agreed Terms, but subject to the approval of the Written Resolution and in connection with the Consensual Transaction (including the M&A Transaction), certain operating subsidiaries of PREV VP and VIC One will issue, to the Backstop Providers on the First New Money Closing Date, and to the New Money Participating Bondholders (and the Backstop Providers to the extent there is a New Money Entitlement Shortfall) on the Second New Money Closing Date, the New Money Instruments. The New Money Instruments will be issued by the New Money Issuers to each New Money Participating Bondholder in an aggregate principal amount up to such New Money Participating Bondholder’s pro rata entitlement to New Money Instruments based on its Record Date Position (other than the Backstop Providers, which may purchase the New Money Instruments in principal amount greater than their pro rata share based on their Record Date Position in the event there is a New Money Entitlement Shortfall). In the event there is a New Money Entitlement Shortfall, each Backstop Provider will agree to purchase its pro rata share of such New Money Entitlement Shortfall on the Second New Money Closing Date based on its Record Date Position. See “The Consent Solicitation—The Consent Solicitation and the Proposal—The Proposal” of the Memorandum.

In consideration for the implementation of such Proposed Amendments, each Bondholder that complies with the procedures detailed in the Memorandum shall be entitled to:

1. if it is an Eligible Holder, receive Depositary Receipts pro rata to its holdings of the Bonds as at the Record Date Position, being 18 April 2023;
2. if it is not an Eligible Holder or otherwise elects for its Depositary Receipts to be made subject to the Cash Proceeds Arrangement, receive the Net Cash Proceeds from the Sale of such Depositary Receipts (calculated with reference to its pro rata to its holdings of the Bonds as at the Record Date Position). Such net proceeds will be credited to each relevant Bondholder’s Settlement Account as specified in its validly completed and executed Entitlement Election Form; and
3. if it is an Eligible Holder, participate in any New Money Instruments in an amount up to its pro rata share (calculated with reference to its pro rata holdings of the Bonds as at the Record Date Position), provided that such Eligible Holder satisfies the New Money KYC Requirement on or prior to the Entitlement Submission Deadline, being 4:00 p.m. (London time) on 16 May 2023,

in each case (x) subject to the satisfaction and/or waiver of the Implementation Conditions and the approval of the Written Resolution by holders of not less than 75 per cent. in aggregate outstanding nominal amount of the Bonds and its signing by the Registered Holder, and (y) provided that a validly completed Entitlement Election Form executed by the Beneficial Owner (and its Nominated Recipient (if applicable)) of such Bonds, in addition to a valid Consent Instruction or Settlement Instruction (as the case may be) in respect of such Bonds, are delivered to the Information and Tabulation Agent and/or the Holding Period Trustee, as the case may be, on or prior to the applicable deadlines as detailed in the Memorandum.

Effectiveness of the Proposed Amendments

The Issuer will solicit the consent of Bondholders by way of distributing a Written Resolution in accordance with the terms of the Trust Deed.

If such Written Resolution is duly approved by the holders of not less than 75 per cent. in aggregate outstanding nominal amount of the Bonds and is signed by the Registered Holder, and the Implementation Conditions are satisfied and/or waived, all Bondholders will be bound by the Written Resolution. The Registered Holder shall sign the Written Resolution as soon as practicable following receipt by the Information and Tabulation Agent of consents from the holders of not less than 75 per cent. in aggregate outstanding nominal amount of the Bonds, which may occur prior to the Consent Deadline, being 4:00 p.m. (London time) on 3 May 2023.

Inter-Conditionality

See “The Consent Solicitation—The Consent Solicitation and the Proposal—The Proposal—Implementation Conditions” in the Memorandum.

Provided that the Written Resolution is duly approved by the holders of not less than 75 per cent. in aggregate outstanding nominal amount of the Bonds and is signed by the Registered Holder, the implementation of the Written Resolution is conditional upon the Implementation Conditions being satisfied and/or waived by the Issuer with the prior written consent of the Guarantor and the Majority Consenting Bondholders (in each case such consent not to be unreasonably withheld or delayed).

The Written Resolution shall therefore not be implemented until such time that the Implementation Conditions are satisfied and/or waived by Issuer with the prior written consent of the Guarantor and the Majority Consenting Bondholders (in each case such consent not to be unreasonably withheld or delayed). In the event that the Implementation Conditions are not satisfied and/or waived, the Issuer will announce the termination of the Consent Solicitation and the Proposal will not be implemented. The Consensual Transaction (including the M&A Transaction) shall not complete in this scenario.

In this scenario, unless agreed otherwise by the Majority Consenting Bondholders, the Issuer and the Guarantor, each acting reasonably, any steps that have been taken by the parties towards completing the Consensual Transaction shall, subject to the terms of the Agreement, be null and void and/or unwound to the fullest extent permissible by law in order to return the parties to the position that they were originally in prior to the launch of the Consent Solicitation.

The completion of the Consensual Transaction (including the M&A Transaction) is contingent on (i) the execution and (if applicable) the delivery of the Core Consensual Transaction Documents and certain other documents including, without limitation, standard corporate formalities including approving resolutions from the board of directors and shareholders, (ii) the satisfaction and/or waiver of the conditions precedent set out in such documents and other agreements, and (iii) the Implementation Conditions being satisfied and/or waived by the Issuer with the prior written consent of the Guarantor and the Majority Consenting Bondholders (in each case such consent not to be unreasonably withheld or delayed) .

The M&A Transaction forms part of the Consensual Transaction and so completion of the M&A Transaction will in effect be inter-conditional with the effectiveness of the Written Resolution and the Amendment Documents in accordance with their respective terms. This means that completion of the M&A Transaction will in effect be inter-conditional with (amongst other things) the release of the Guarantee and the implementation of the Proposed Amendments on the terms set out in the Written Resolution and the Amendment Documents.

Specifically, the Core Consensual Transaction Documents (Group A) (including the Amendment Documents) shall take effect upon the satisfaction and/or waiver of the Implementation Conditions and immediately before the Consensual Transaction Completion Time, with the other elements of the Consensual Transaction (including the M&A Transaction) being effected by the Core Consensual Transaction Documents (Group B) taking effect immediately thereafter and on or immediately before  the Consensual Transaction Completion Time.

The precise order of each of the Core Consensual Transaction Documents (Group B) taking effect will be agreed between counsel to the Majority Consenting Bondholders, and counsel to the Issuer and the Guarantor (whether in a Completion Steps Plan or otherwise) but (unless waived by the Issuer with the prior written consent of the Guarantor and the Majority Consenting Bondholders (in each case such consent not to be unreasonably withheld or delayed)): (i) all of the Core Consensual Transaction Documents will be in effect immediately prior to or on the occurrence of the Consensual Transaction Completion Time, and (ii) the Consensual Transaction Completion Time will not be deemed to have occurred unless all of the Core Consensual Transaction Documents have taken effect in accordance with their terms.

Participation in the Consent Solicitation – Consent Instructions

Consent Instructions in respect of Bonds must be submitted through the facilities of Euroclear and/or Clearstream, Luxembourg (as applicable, if the Bondholder is a Direct Participant in such Clearing Systems, or, if the Bondholder is a Beneficial Owner, indirectly through a Direct Participant in such Clearing Systems). Bondholders must ensure that such Consent Instructions are received by the Information and Tabulation Agent on or prior to the Consent Deadline. For the avoidance of doubt, the “Consent Deadline” means the deadline for receipt of valid Consent Instructions by the Information and Tabulation Agent of 4:00 p.m. (London time) on 3 May 2023, subject to extension of such Consent Deadline on the terms set forth in the Memorandum.

Only Direct Participants may submit Consent Instructions to the Clearing Systems. If the Bondholder is not a Direct Participant, it (or a financial institution or other intermediary on its behalf) must procure for the Direct Participant through which it holds the Bonds to submit a Consent Instruction on its behalf to the relevant Clearing System and ensure that such Consent Instructions are received by the Information and Tabulation Agent on or prior to the Consent Deadline.

Direct Participants in a Clearing System must submit Consent Instructions in accordance with the procedures established by the relevant Clearing System. Direct Participants should refer to the respective notifications (including, in particular, the Clearing System Notices) that Direct Participants receive from the Clearing Systems for detailed information regarding participation procedures, which may include certain special procedures, and should contact the relevant Clearing System with respect to questions as to the requirements for the submission of Consent Instructions to that Clearing System. Only Direct Participants may submit Consent Instructions with respect to the Bonds. Each holder of Bonds that is not a Direct Participant must procure that the Direct Participant through which such holder of Bonds holds its Bonds submits valid Consent Instructions before the deadlines specified by the relevant Clearing System.

Bondholders that deliver valid Consent Instructions must take the appropriate steps through the relevant Clearing System necessary to ensure that no transfers can be effected in relation to such Blocked Bonds, in accordance with the requirements of the relevant Clearing System and the deadlines set by such Clearing System.

None of the Issuer, the Trustee, the Holding Period Trustee and the Information and Tabulation Agent will be responsible for ensuring that any Consent Instructions are submitted to or accepted by a Clearing System or for ensuring that the Clearing System delivers any Consent Instruction to the Information and Tabulation Agent by the Consent Deadline. If: (i) the Consent Instruction of any Bondholder is not delivered by the relevant Clearing System to the Information and Tabulation Agent on or prior to the Consent Deadline, or (ii) a Bondholder or custodian on behalf of such Bondholder, does not deliver any other required documents in connection with such submission in each case on or prior to the applicable deadline the Issuer reserves the absolute right to: (a) reject the Consent Instruction, (b) require that any errors or defects in the Consent Instruction be remedied, or (c) waive any such errors or defects and accept the Consent Instruction. In any such case, the rules, procedures and regulations of the relevant Clearing System will apply.

By submitting a valid Consent Instruction with respect to any Bonds, a Bondholder will irrevocably authorise the Registered Holder to sign the Written Resolution on its behalf.

The Registered Holder shall sign the Written Resolution as soon as practicable following receipt by the Information and Tabulation Agent of consents from the holders of not less than 75 per cent. in aggregate outstanding nominal amount of the Bonds, which may occur prior to the Consent Deadline.

By submitting a valid Consent Instruction in accordance with the procedures described in the Memorandum, the Bondholder submitting such Consent Instruction shall be deemed to agree, acknowledge, represent, warrant and undertake certain matters to the Issuer, the Guarantor, the Trustee, the Agents and the Information and Tabulation Agent on the date of such submission.

ALL QUESTIONS AS TO THE VALIDITY, FORM AND ELIGIBILITY (INCLUDING TIMES OF RECEIPT) OF ANY CONSENT INSTRUCTION WILL BE DETERMINED BY THE ISSUER, IN ITS SOLE DISCRETION, AND SUCH DETERMINATION SHALL BE FINAL AND BINDING.

Please refer to “The Consent Solicitation—Procedures for Participating in the Consent Solicitation and the Submission of Consent Instructions on or prior to the Consent Deadline” for further information.

Participation in the Consent Solicitation – Claiming Entitlements

In order to claim its Depositary Receipts (or the Net Cash Proceeds thereof), each Bondholder must: (i) submit or procure the submission of a valid (A) Consent Instruction on or prior to the Consent Deadline or (B) Settlement Instruction on or prior to the Holding Period DR Election Deadline, and (ii) ensure that the Beneficial Owner (and its Nominated Recipient (if applicable)) delivers a validly completed and executed Entitlement Election Form (in addition to completed and executed copies of a Depositary Receipt Transfer Form, Deed of Confirmation and Release, Governance Framework Accession Agreement (if applicable) and such other required documents as detailed in the notes of such form, together with any additional information reasonably required by the Holding Period Trustee) to the Holding Period Trustee on or prior to the Holding Period DR Election Deadline, in each case based on their Record Date Position. Bondholders are also required to satisfy certain “know-your-customer” and customer due diligence requirements in order to receive their Depositary Receipts (or the Net Cash Proceeds thereof). See “The Consent Solicitation—Distribution of Depositary Shares—Pending Distribution Arrangement—Know-Your-Customer Checks and Procedures” in the Memorandum.

Eligible Holders that make such submissions on or prior to the Entitlement Submission Deadline may also elect to participate in, and receive, the New Money Instruments (subject to each such Eligible Holder also satisfying the New Money KYC Requirement on or prior to the Entitlement Submission Deadline) which will be issued on the Second New Money Closing Date. In order to participate in, and receive, the New Money Instruments, each Bondholder must (i) submit or procure the submission of a valid (A) Consent Instruction on or prior to the Consent Deadline or (B) Settlement Instruction on or prior to the Entitlement Submission Deadline, and (ii) ensure that the Beneficial Owner (and its Nominated Recipient (if applicable)) delivers a validly completed and executed Entitlement Election Form to the Information and Tabulation Agent on or prior to the Entitlement Submission Deadline, in each case based on their Record Date Position. For the avoidance of doubt, “Entitlement Submission Deadline” means 4:00 p.m. (London time) on 16 May 2023. See “The Consent Solicitation—Participation in the New Money Instruments” in the Memorandum.

Bondholders are advised that, if they wish to elect to receive their Depositary Receipts and elect to participate in, and receive, the New Money Instruments, they should ensure that the Beneficial Owner (or its Nominated Recipient (if applicable)) sends the validly completed and executed Entitlement Election Form (including completed and executed copies of a Depositary Receipt Transfer Form, Deed of Confirmation and Release, Governance Framework Accession Agreement (if applicable) and such other required documents as detailed in the notes of such form, together with any additional information reasonably required by the Holding Period Trustee) to both the Information and Tabulation Agent and the Holding Period Trustee on or prior to the Entitlement Submission Deadline, in addition to submitting their Consent Instruction or Settlement Instruction (as the case may be) on or prior to such deadline.

Bondholders that do not submit an Entitlement Election Form and a valid Consent Instruction or Settlement Instruction (as the case may be), or that fail to satisfy the New Money KYC Requirement, in each case on or prior to the Entitlement Submission Deadline, shall thereafter no longer be eligible to participate in, and receive, the New Money Instruments.

For the procedures relating to the submission of a Settlement Instruction (which may only be submitted after the Consent Deadline), see “The Consent Solicitation—Procedures for the Submission of Settlement Instructions following the Consent Deadline” in the Memorandum.

EACH BENEFICIAL OWNER (OR ITS NOMINATED RECIPIENT (IF APPLICABLE)) THAT ELECTS TO PARTICIPATE IN, AND RECEIVE, THE NEW MONEY INSTRUMENTS BY DELIVERING A VALIDLY COMPLETED AND EXECUTED ENTITLEMENT ELECTION FORM (TOGETHER WITH A VALID SETTLEMENT INSTRUCTION IF NO CONSENT INSTRUCTION WAS SUBMITTED ON OR PRIOR TO THE CONSENT DEADLINE) AND SATISFYING THE NEW MONEY KYC REQUIREMENT, IN EACH CASE ON OR PRIOR TO THE ENTITLEMENT SUBMISSION DEADLINE, IS THEREBY COMMITTING TO: (I) PURCHASE ITS ELECTED SHARE OF NEW MONEY INSTRUMENTS THAT WILL BE ISSUED ON THE SECOND NEW MONEY CLOSING DATE, AND (II) PURCHASE SUCH ELECTED SHARE OF ANY FUTURE ISSUANCE OF NEW MONEY INSTRUMENTS NOT TO EXCEED A PRINCIPAL AMOUNT, IN AGGREGATE WITH ALL OTHER NEW MONEY INSTRUMENTS OUTSTANDING, EQUAL TO THE TOTAL NEW MONEY COMMITMENT AMOUNT, SUBJECT TO THE OBLIGATION OF THE BACKSTOP PROVIDERS TO PURCHASE NEW MONEY INSTRUMENTS IN PRINCIPAL AMOUNT GREATER THAN THEIR PRO RATA SHARE BASED ON THEIR RECORD DATE POSITION IN THE EVENT THERE IS A NEW MONEY ENTITLEMENT SHORTFALL.

Irrespective of whether or not Bondholders submit an Entitlement Election Form and a valid Consent Instruction or Settlement Instruction (as the case may be) on or prior to the Entitlement Submission Deadline or (in the case of Consent Instructions only) the Consent Deadline, such Bondholders will continue to be able to submit a Settlement Instruction (in accordance with the relevant participation procedures of the Clearing Systems) and an Entitlement Election Form on or prior to the Holding Period DR Election Deadline based on their Record Date Position in order to receive Depositary Receipts.

Only Eligible Holders are entitled to receive Depositary Receipts and participate in, and receive, the New Money Instruments and, if any such Beneficial Owner (or its Nominated Recipient (if applicable)) is not an Eligible Holder, their proportion of Depositary Receipts shall be subject to the Cash Proceeds Arrangement as described in “The Consent Solicitation—Procedures for Distribution of Depositary Receipts—Cash Proceeds Arrangement” in the Memorandum and they shall not be permitted to participate in, and receive, the New Money Instruments.

FAILURE BY A BENEFICIAL OWNER (OR ITS NOMINATED RECIPIENT (IF APPLICABLE)) TO: (I) DELIVER A VALIDLY COMPLETED AND EXECUTED ENTITLEMENT ELECTION FORM (INCLUDING COMPLETED AND EXECUTED COPIES OF A DEPOSITARY RECEIPT TRANSFER FORM, DEED OF CONFIRMATION AND RELEASE, GOVERNANCE FRAMEWORK ACCESSION AGREEMENT (IF APPLICABLE) AND SUCH OTHER REQUIRED DOCUMENTS AS DETAILED IN THE NOTES OF SUCH FORM, TOGETHER WITH ANY ADDITIONAL INFORMATION REASONABLY REQUIRED BY THE HOLDING PERIOD TRUSTEE), AND (II) (IN THE EVENT THAT A VALID CONSENT INSTRUCTION WAS NOT SUBMITTED ON OR PRIOR TO THE CONSENT DEADLINE) SUBMIT OR PROCURE THE SUBMISSION OF A VALID SETTLEMENT INSTRUCTION, IN EACH CASE ON OR PRIOR TO THE HOLDING PERIOD DR ELECTION DEADLINE, SHALL RESULT IN ITS DEPOSITARY RECEIPTS BEING TREATED IN ACCORDANCE WITH THE TERMS OF THE HOLDING PERIOD TRUST DEED. SEE “THE CONSENT SOLICITATION—DISTRIBUTION OF DEPOSITARY RECEIPTS—UNCLAIMED DEPOSITARY RECEIPTS AND NET CASH PROCEEDS” IN THE MEMORANDUM.

BONDHOLDERS SHOULD ALSO CAREFULLY CONSIDER THE PROVISIONS OF “THE CONSENT SOLICITATION—PARTICIPATION IN THE NEW MONEY INSTRUMENTS” IN THE MEMORANDUM AND THE FORM NEW MONEY TRUST DEEDS THAT ARE AVAILABLE ON THE CONSENT WEBSITE AS FAILURE BY A BENEFICIAL OWNER (OR ITS NOMINATED RECIPIENT (IF APPLICABLE)) TO (I) DELIVER A VALIDLY COMPLETED AND EXECUTED ENTITLEMENT ELECTION FORM TO THE INFORMATION AND TABULATION AGENT AND, IN THE EVENT THAT A VALID CONSENT INSTRUCTION WAS NOT SUBMITTED ON OR PRIOR TO THE CONSENT DEADLINE, SUBMIT OR PROCURE THE SUBMISSION OF A VALID SETTLEMENT INSTRUCTION, AND (II) SATISFY THE NEW MONEY KYC REQUIREMENT, IN EACH CASE ON OR PRIOR TO THE ENTITLEMENT SUBMISSION DEADLINE, SHALL RESULT IN SUCH PERSON(S) NO LONGER BEING ELIGIBLE TO PARTICIPATE IN, AND RECEIVE, THE NEW MONEY INSTRUMENTS.

Beneficial Owners (including their Nominated Recipients) are advised to carefully read the Entitlement Election Form and the accompanying notes. By signing and delivering the Entitlement Election Form to the Information and Tabulation Agent and/or the Holding Period Trustee, such Beneficial Owners (and Nominated Recipients (if applicable)) shall be making the representations, warranties and undertakings set out therein in favour of the Issuer, the New Money Issues, the New Money Guarantors, the Information and Tabulation Agent, the Foundation, the New Money Trustee, the Portuguese Paying Agent and the Holding Period Trustee.

Cash Proceeds Arrangement

Pursuant to the terms of the Holding Period Trust Deed, in the event that a Beneficial Owner (or its Nominated Recipient (if applicable)):

1. fails to or is unable to certify it is an Eligible Holder on or prior to the Holding Period DR Election Deadline;

2. fails to certify to the Holding Period Trustee that it has obtained any applicable regulatory approvals or consents and/or satisfied any applicable regulatory requirements
3. fails to deliver a validly completed and executed Entitlement Election Form (in addition to completed and executed copies of a Depositary Receipt Transfer Form, Deed of Confirmation and Release, Governance Framework Accession Agreement (if applicable) and such other required documents as detailed in the notes of such form, together with any additional information reasonably required by the Holding Period Trustee) to the Holding Period Trustee on or prior to the Holding Period DR Election Deadline and/or fails to submit or procure the submission of a valid Consent Instruction or Settlement Instruction on or prior to the applicable deadlines set out in the Memorandum; or
4. disclaims its proportion of Depositary Receipts in its validly completed and executed Entitlement Election Form (while delivering completed and executed copies of a Depositary Receipt Transfer Form, Deed of Confirmation and Release, Governance Framework Accession Agreement (if applicable) and such required other documents as detailed in the notes of such form, together with any additional information reasonably required by the Holding Period Trustee)  that is delivered to the Holding Period Trustee on or prior to the Holding Period DR Election Deadline and elects for such receipts to be made subject to a Sale,

such Beneficial Owner or Nominated Recipient’s Depositary Receipts shall be made subject to the Cash Proceeds Arrangement, whereby such Depositary Receipts shall be subject to sale. Please refer to “The Consent Solicitation—Distribution of Depositary Receipts—Cash Proceeds Arrangement”.

Timetable

The following table sets forth certain key dates for the Consent Solicitation, as described in the Memorandum. For further details of the relevant deadlines and milestone dates, please see “Expected Timetable of Events” in the Memorandum.

Subject to applicable law and as provided in the Memorandum and the terms set out in the Agreement, no extension, amendment or termination of the Consent Solicitation or any Milestone Deadline shall at any time be permitted without the prior written consent of each of the Guarantor, the Issuer and the Majority Consenting Bondholders. For further details, see “The Consent Solicitation—Additional Information—Amendment and Termination of the Consent Solicitation” in the Memorandum.

The Final Holding Period Trust Distribution Date, the Holding Period Expiry Date and the Trust Property Consideration Holding Period may only be extended or amended in accordance with the terms of the Holding Period Trust Deed.

If there are any changes to the above times and/or dates, the revised times and/or dates will be notified to Bondholders in accordance with “The Consent Solicitation—Additional Information—Announcements” in the Memorandum.

Announcements

As soon as reasonably practicable following the Consent Deadline and the signing of the Written Resolution (if sufficient Consent Instructions have been received), the Issuer will announce whether the Written Resolution has been duly approved by the holders of not less than 75 per cent. in aggregate outstanding nominal amount of the Bonds and signed by the Registered Holder and the expected Consensual Transaction Completion Date.

Unless stated otherwise, announcements in connection with the Consent Solicitation will be made by publication on the website of the Issuer at https://www.vic-properties.com/en/ and on the Consent Website at https://deals.is.kroll.com/vicproperties. All such announcements may also be made by the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained on the Consent Website.

* * *

If Bondholders have any questions in respect of the New Money Instruments relating to the Memorandum, the Entitlement Election Form, the Written Resolution, or the submission of any Consent Instructions or Settlement Instructions, they should contact the Information and Tabulation Agent using the following details:

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Attention: Paul Kamminga / Arlind Bytyqi

Telephone:  +44 207 704 0880

Email: vicproperties@is.kroll.com

With effect from 26 May 2023, Bondholders that have any questions in respect of the Depositary Receipts relating to the Memorandum, the Entitlement Election Form or the submission of any Settlement Instructions should contact the Holding Period Trustee using the following details:

GLAS Trustees Limited

55 Ludgate Hill

Level 1, West

London EC4M 7JW

United Kingdom

Attention: Debt Capital Markets / Project Pantheon

Email: project-pantheon@glas.agency

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DISCLAIMER: This announcement must be read by holders of the Bonds in conjunction with the Memorandum. This announcement and the Memorandum contain important information which should be read carefully before any decision is made with respect to the Proposal.

This announcement contains important information which should be read carefully.  This announcement is for informational purposes only. Each Bondholder is solely responsible for making its own independent appraisal of all matters as such Bondholder deems appropriate (including those relating to the Written Resolution).

Nothing in this announcement constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. The Bonds 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 the Bonds may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

Under no circumstances shall this announcement constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, the Bonds in any jurisdiction. This announcement shall not give rise to or require a prospectus in a member state of the European Economic Area or in the United Kingdom pursuant to Regulation (EU) 2017/1129, including as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

Nothing in this announcement constitutes a solicitation in any circumstances in which such solicitation is unlawful.  None of the Issuer, the Guarantor, the Trustee, the Information and Tabulation Agent, the Holding Period Trustee or any of their respective directors, officers, employees, agents, representatives or affiliates of any such person, expresses any opinion about the terms of the Consent Solicitation or the Consensual Transaction. This announcement does not constitute or form part of, and should not be construed as, an offer for the sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any other entity.

The communication of this Notice is not being made, and this Notice has not been approved, by an authorised person for the purposes of Section 21 of the FSMA. Accordingly, this announcement is not being distributed to, and must not be passed on to, persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply to the Issuer or the Guarantor.

The distribution of this announcement may nonetheless be restricted by law in certain jurisdictions.  Persons into whose possession this announcement comes are required by the Issuer, the Guarantor and the Trustee, to inform themselves about, and to observe, any such restrictions.  None of the Issuer, the Guarantor, the Trustee, the Information and Tabulation Agent, the Holding Period Trustee or any of their respective directors, officers, employees, agents, representatives or affiliates of any such person 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.