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RNS Number: 3513S

Brunswick Rail Finance Limited

16 March 2016



For immediate release 16 March 2016

Brunswick Rail Finance Limited


Notice of Results of Meeting

Brunswick Rail Finance Limited (the “Issuer”) formally announces today that it has successfully concluded its consent solicitation (the “Consent Solicitation”) with respect to its U.S.$600,000,000 6.50 per cent. Guaranteed Notes due 2017 (the “Notes”, and the holders of such Notes, the “Noteholders”) (of which U.S.$600,000,000 is currently outstanding) (Regulation S Global Note ISIN: XS0850393264; Regulation S Global Note Common Code: 085039326; Rule 144A Global Note ISIN: US117381AA17; Rule 144A Global Note Common Code: 085043188; Rule 144A Global Note CUSIP: 117381AA1).

The Issuer launched the Consent Solicitation on 19 February 2016 to, among other things, seek an amendment to Condition 9(e) (Events of Default) and Condition 21 (Definitions) of the terms and conditions of the Notes set out in Schedule 3 (Terms and Conditions of the Notes) of the trust deed dated 1 November 2012 between the Issuer and Citibank, N.A., London Branch as trustee, as described below (the “Amendments”) for approval by an extraordinary resolution (the “Extraordinary Resolution”) at a meeting of Noteholders (the “Meeting”) as was set out in a consent solicitation memorandum dated 19 February 2016.

At the duly convened and quorate Meeting on 16 March 2016, the Extraordinary Resolution proposed at the Meeting, adopting the Amendments, was duly passed. The Extraordinary Resolution approved the following:

(i) the insertion of the words in bold and underlined below into Condition 9(e) (Events of Default) so that Condition 9(e) (Events of Default) will 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 16 March 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 (Definitions) 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);”.

The Issuer and the Trustee will shortly enter into a supplemental trust deed to give effect to the Amendments.

The Amendments will provide a stable platform for discussions with creditors of the Issuer and/or the Guarantors for a certain period of time, which period can 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.

With respect to the Consent Solicitation, Lucid Issuer Services Limited has acted as the Information and Tabulation Agent.



Parus Business Centre
1st Tverskaya-Yamskaya 23, bldg. 1
Moscow, Russia
el.: +7 (495) 363 2841

Attention: Tom Blackwell

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.

Media contacts

Richard Sultanov

Brunswick Rail
+7 (495) 783 6700

Контакты для СМИ

Ричард Султанов

Брансвик Рейл
+7 (495) 783 6700