Brunswick Rail Finance Limited (the “Issuer”) announces today an invitation (the “Consent Solicitation”) to all holders of the Notes constituted by a trust deed dated 1 November 2012 between the Issuer and Citibank, N.A., London Branch as trustee (the “Trust Deed”) to consent to amendments to Conditions 9(e) (Events of Default) and 21 (Definitions) of the terms and conditions of the Notes (the “Conditions”) set out in Schedule 3 (Terms and Conditions of the Notes) of the Trust Deed as described below (the “Amendments”) for approval by an extraordinary resolution (the “Extraordinary Resolution”) at a meeting of the Noteholders (the “Meeting”), all as further described in the Consent Solicitation Memorandum prepared by the Issuer dated 19 February 2016 (the “Consent Solicitation Memorandum”).
The Consent Solicitation and the proposed Amendments (the “Amendment Proposals”) are being made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum. This announcement should be read in conjunction with the Consent Solicitation Memorandum. Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Consent Solicitation Memorandum.
Details of the Notes
||ISIN / Common Code
||Outstanding principal amount
|6.50 per cent. Guaranteed Notes due 2017 – Regulation S Global Note
||XS0850393264 / 085039326
|6.50 per cent. Guaranteed Notes due 2017 – Rule 144A Global Note
||US117381AA17 / 085043188
Background to the Amendment Proposals
Capital Structure Review
The Issuer, the Parent and the Parent’s other subsidiaries (together, the “Group”) are undertaking a strategic review of the Group’s capital structure (the “Capital Structure Review”).
As part of the Capital Structure Review, the Parent will likely consult on various matters with certain of the creditors of the Issuer and/or the Guarantors. So as not to be constrained by the terms of Condition 9(e), the Issuer wishes to amend Conditions 9(e) and 21 as set out below.
Summary of the Amendments
Noteholders are advised to review carefully the Consent Solicitation Memorandum for further background on the Amendment Proposals.
The Issuer is inviting Noteholders to approve by an Extraordinary Resolution:
(i) the insertion of the words in bold and underlined below into Condition 9(e) so that Condition 9(e) will, if such amendment is approved by the Extraordinary Resolution, read:
“the Issuer, any Guarantor or any Restricted Subsidiary is unable or admits inability to pay its debts as they fall due, generally suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with its creditors generally with a view to a general rescheduling any of its Indebtedness (other than any such negotiations with all or any of the creditors of the Issuer or the Guarantors or their representatives at any time prior to the Condition 9(e) Termination Date including, without limitation, any commencement or alleged commencement of any such negotiations prior to the date, being [•] 2016, on which the Extraordinary Resolution approving the modification to Condition 9(e) by the insertion of this language in parentheses is passed); and/or a moratorium is declared in respect of any Indebtedness of any of the Issuer, any Guarantor or any Restricted Subsidiary; or”; and
(ii) the insertion of the following definition into Condition 21 in correct alphabetical order:
“Condition 9(e) Termination Date means the date specified in a written notice to the Issuer by the Trustee, acting upon the instructions in writing of Noteholders holding not less than U.S.$250,000,000 in principal amount of the Notes then outstanding (which instructions shall be conclusive and binding on all parties and all the Noteholders);”.
If approved and implemented, the effect of the Amendments would be to provide a stable platform for discussions with creditors of the Issuer and/or the Guarantors for a certain period of time, which period can only be terminated by the giving of written notice by Noteholders holding in the aggregate at least U.S.$250,000,000 in principal amount of the Notes then outstanding.
The indicative timetable is summarised below:
|Announcement of Consent Solicitation
||19 February 2016
|Record Date in respect of Notes held through DTC
||5 p.m. (EST) on 9 March 2016
||2 p.m. (London time) on 14 March 2016 in the case of (i) Beneficial Owners of Notes held through Euroclear and/or Clearstream, Luxembourg; (ii) Beneficial Owners of Notes held through DTC who are not DTC Participants; (iii) the Regulation S Registered Holder; and (iv) DTC Participants
|Meeting of Noteholders
||From 2 p.m. (London time) on 16 March 2016
|Execution of Supplementary Trust Deed to give effect to the Amendments
||As soon as reasonably practicable after the Meeting
|Announcement of the results of the Meeting
||By 30 March 2016 (or as soon as reasonably practicable after the Meeting)
The above dates and times are subject to the passing of the Extraordinary Resolution at the Meeting. Accordingly, the actual timetable may differ from the timetable above.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the Consent Solicitation and/or the Meeting by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Voting Instructions or Forms of Sub-Proxy Instruction (as applicable) will be earlier than the relevant deadlines set out above and specified in the Consent Solicitation Memorandum.
Noteholders are directed to the Notice of Meeting which is available on the website of Brunswick Rail Limited at http://brunswickrail.com/doc/press_center/news/2001/.
Further details on the transactions can be obtained from, and requests for copies of the Consent Solicitation Memorandum and information in relation to the procedures for voting on the Extraordinary Resolution should be directed to, the Information and Tabulation Agent at:
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
Fax: + 44 20 7067 9098
Attention: Victor Parzyjagla / Paul Kamminga
Parus Business Centre
1st Tverskaya-Yamskaya 23, bldg. 1
Tel.: +7 (495) 363 2841
Attention: Tom Blackwell
This release must be read in conjunction with the Consent Solicitation Memorandum. All capitalised but undefined terms used in this announcement shall have the meaning given to them in the Consent Solicitation Memorandum.
The distribution of the Consent Solicitation Memorandum and this release in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the Guarantors, Citibank, N.A., London Branch as trustee for the Noteholders (the “Trustee”) and Lucid Issuer Services Limited as Information and Tabulation Agent (the “Information and Tabulation Agent”) to inform themselves about, and to observe, any such restrictions.
In accordance with normal practice, the Trustee and the Information and Tabulation Agent express no views or opinion on the merits or otherwise of the Consent Solicitation, the Amendments or the Extraordinary Resolution. The Trustee has authorised it to be stated that it has no objections to the Extraordinary Resolution being submitted to Noteholders for their consideration. The Trustee has not been involved in negotiating or formulating the terms of the Consent Solicitation, the Amendments or the Extraordinary Resolution. Neither the Trustee nor the Information and Tabulation Agent make(s) any representation that all relevant information has been disclosed to the Noteholders in, or pursuant to, the Consent Solicitation Memorandum and/or the Notice of Meeting, nor do they accept any responsibility for the accuracy, completeness, validity or correctness of the statements made in the Consent Solicitation Memorandum, the Notice of Meeting or any other document prepared in connection with the Consent Solicitation or any omissions therefrom. The Noteholders should seek their own independent financial, legal and tax advice on the merits and on the consequences of the Consent Solicitation, the Amendments and the Extraordinary Resolution.
This document does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or exchange or subscribe for, any securities of the Issuer or any other entity. This document does not constitute a solicitation in any circumstances in which such solicitation is unlawful.
BRUNSWICK RAIL FINANCE LIMITED is a private limited company incorporated under the laws of Ireland with registered number 518323 whose registered office is at 2nd Floor, Palmerston House, Fenian Street, Dublin 2, Ireland.
This release may contain “forward-looking statements” concerning the Issuer. Generally, the words “will”, “may”, “should”, “could”, “would”, “can”, “continue”, “opportunity”, “believes”, “expects”, “intends”, “anticipates”, “estimates” or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to future capital expenditures and business and management strategies and the expansion and growth of the Issuer’s operations. Many of these risks and uncertainties relate to factors that are beyond the Issuer’s ability to control or estimate precisely and therefore undue reliance should not be placed on such statements which speak only as at the date of this release. The Issuer assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.
These materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). Any securities mentioned herein have not been and will not be registered under the Securities Act, and no public offering will be made in the United States.