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/ - / / Brunswick Rail Finance Designated Activity Company - Notice of Results of Meeting

Brunswick Rail Finance Designated Activity Company - Notice of Results of Meeting

For immediate release
October 2017
Brunswick Rail Finance Designated Activity Company

BRUNSWICK RAILFINANCE DESIGNATED ACTIVITY COMPANY
Notice ofResults ofMeeting

Brunswick Rail Finance Designated Activity Company (the Issuer) formally announces today that ithas successfully concluded its consent solicitation (the Consent Solicitation) with respect toits U.S.$600,000,000 6.50 per cent. Guaranteed Notes due 2017 (the Notes, and the holders ofsuch Notes, the Noteholders) (ofwhich U.S.$600,000,000is currently outstanding) (Regulation SGlobal Note ISIN: XS0850393264; Regulation SGlobal 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 on13September 2017to, among other things, seek anamendment toClause1.1 (Definitions)of the Trust Deed dated 1November 2012 between the Issuer and Citibank, N.A., London Branch astrustee (the Trustee), assupplemented byafirst supplemental trust deed between the Issuer and the Trustee dated 16March 2016, (the Trust Deed), the introduction ofanew Condition6.6A (Shareholder Purchase Option) and anamendment toCondition6.7 (Cancellation) ofthe terms and conditions ofthe Notes set out inSchedule3 (Terms and Conditions ofthe Notes) ofthe Trust Deed, asdescribed below (the Amendment Proposals) for approval byanextraordinary resolution (the Extraordinary Resolution) atameeting ofNoteholders (the Meeting) aswas set out inaconsent solicitation memorandum dated 13September 2017.

Atthe duly convened and quorate Meeting on13October 2017, the Extraordinary Resolution proposed atthe Meeting, adopting the Amendments, was duly passed. The Extraordinary Resolution approved the following:

(1) Addition ofPurchase Option

(A) Anew Condition6.6A, following Condition6.6 (Purchase) and before Condition6.7 (Cancellation) shall beinserted asfollows:

Shareholder Purchase Option

6.6A The Notes will besubject tothe following provisions:

  1. The Shareholder may atany time give notice tothe Issuer (the Shareholder Purchase Option Exercise Notice) and, upon receipt ofsuch notice the Issuer shall promptly give notice toand instruct the Principal Paying Agent togive such notice tothe Noteholders (Issuer Notice) inaccordance with Condition 16or, for solong asthe Notes are inglobal form, inaccordance with the provisions ofthe relevant Global Note (which notice shall beirrevocable) ofthe Shareholder’s intention topurchase all (but not some only) ofthe Notes outstanding atsuch time, onadate falling not later than three Business Days after the date ofsuch notice (such date being the Shareholder Purchase Option Settlement Date). The delivery ofthe Shareholder Purchase Option Exercise Notice and the Issuer Notice shall under nocircumstances result inany obligation ofthe Issuer orany ofthe Guarantors topurchase the Notes under this Shareholder Purchase Option.
  2. Ifthe Shareholder Purchase Option Exercise Notice and the Issuer Notice are given, the Shareholder shall, onthe Shareholder Purchase Option Settlement Date, mandatorily purchase all (but not some only) ofthe Notes that are then outstanding, atanamount equal tothe Shareholder Purchase Option Price (infull satisfaction ofall outstanding amounts owed tosuch Noteholders under the Notes).
  3. On the Shareholder Purchase Option Settlement Date, each Noteholder shall beentitled topayment bythe Shareholder ofanamount equal tothe Shareholder Purchase Option Price (infull satisfaction ofall outstanding amounts owed tosuch Noteholder under the Notes) for its Notes asofthe Shareholder Purchase Option Settlement Date.
  4. The Issuer shall procure that the Principal Paying Agent notifies Euroclear, Clearstream, Luxembourg and DTC ofthe exercise ofthe Shareholder Purchase Option and that all Notes held through such clearing systems shall beautomatically transferred tothe Shareholder onthe Shareholder Purchase Option Settlement Date against payment ofthe Shareholder Purchase Option Price bythe Shareholder.
  5. Upon the receipt ofthe apportioned Shareholder Purchase Option Price, each Noteholder will bedeemed tosell, assign and transfer toand upon the order ofthe Shareholder, all right, title and interest inandto, and any and all claims inrespect oforarising orhaving arisen asaresult ofthe Noteholders status asaholder ofthe Notes.
  6. With effect from their receipt ofpayment ofthe Shareholder Purchase Option Price, the Noteholders (other than the Shareholder and the persons deriving title through the Shareholder following apurchase ofthe Notes pursuant tothis Condition6.6A) shall have nofurther rights orclaims topayments inrespect ofthe Notes, whether under the Trust Deed, assupplemented, orotherwise, against the Issuer, the Trustee, the Paying Agents orany other person, notwithstanding that the Notes may remain outstanding after the Shareholder Purchase Option Settlement Date.

For the purposes ofthis Condition6.6A:

Shareholder means Amalgam Rail Investments Ltd.;

Shareholder Purchase Option means the Shareholders option topurchase all ofthe Notes asdescribed inCondition6.6A;

Shareholder Purchase Option Price means U.S.$887.50 per U.S.$1,000 inprincipal amount ofthe Notes, which amount isdeemed toinclude any accrued and unpaid interest tothe Shareholder Purchase Option Settlement Date (inclusive); and

Shareholder Purchase Option Settlement Date shall have the meaning given toitinCondition 6(A)(a).

(B) Condition6.7 (Cancellation) shall bemodified bythe insertion ofthe words underlined below:

All Notes redeemed orpurchased pursuant tothis Condition6, except for any Notes purchased inaccordance with Condition6.6A, shall becancelled forthwith and may not beheld orresold. Any Notes socancelled may not bereissued.

(2) Amendment ofdefinition ofoutstanding

The definition ofoutstanding under Clause1.1 (Definitions) ofthe Trust Deed shall bemodified bythe insertion ofthe words underlined below:

outstanding means, inrelation tothe Notes, all the Notes issued except (a) those which have been redeemed inaccordance with the Conditions, (b) those inrespect ofwhich the date for redemption inaccordance with the Conditions has occurred and for which the redemption moneys (including all interest accrued onsuch Notes tothe date for such redemption and any interest payable under the Conditions after such date) have been duly paid tothe Trustee ortothe Principal Paying Agent asprovided inClause 2and the Agency Agreement and remain available for payment against presentation and surrender ofthe Notes inaccordance with the Conditions, (c)those which have become void, (d) those which have been purchased and cancelled asprovided inthe Conditions, (e) those mutilated ordefaced Notes which have been surrendered inexchange for replacement Notes, (f) (for the purpose only ofdetermining how many Notes are outstanding and without prejudice totheir status for any other purpose) those Definitive Notes alleged tohave been lost, stolen ordestroyed and inrespect ofwhich replacements have been issued pursuant toCondition11, and (g) any Global Note tothe extent that itshall have been exchanged for another Global Note orDefinitive Notes pursuant toits provisions, provided that for the purposesof (1) ascertaining the right toattend and vote atany meeting ofthe Noteholders, (2) the determination ofhow many Notes are outstanding for the purposes ofthe Conditions and Schedule4, (3) the exercise ofany discretion, power orauthority which the Trustee isrequired, expressly orimpliedly, toexercise inorbyreference tothe interests ofthe Noteholders and (4) the certification (where relevant) bythe Trustee astowhether aDefault isinits opinion materially prejudicial tothe interests ofthe Noteholders, those Notes which are beneficially held byoronbehalf ofthe Issuer, any Guarantor orany oftheir respective Subsidiaries and not cancelled shall (unless nolonger soheld) bedeemed not toremain outstanding; for the avoidance ofdoubt, Notes held byAmalgam Rail Investments Ltd. are not toberegarded asbeneficially held byoronbehalf ofthe Issuer, any Guarantor orany oftheir respective Subsidiaries and shall bedeemed toremain outstanding atall times;

The Issuer, the Shareholder and the Trustee will shortly enter into asupplemental trust deed togive effect tothe Amendment Proposals.

The Amendment Proposals will enable Amalgam Rail Investments Ltd.toexercise the Shareholder Purchase Option assoon asreasonably practicable following the Meeting, but not later than 19October 2017, and purchase all outstanding Notes for cash atU.S.$887.50 per U.S.$1,000 inprincipal amount ofthe Notes, which amount isdeemed toinclude any accrued and unpaid interest, infull satisfaction ofall outstanding amounts owed tothe Noteholders under the Notes.

With respect tothe Consent Solicitation, Lucid Issuer Services Limited has acted asthe Information and Tabulation Agent.

Enquiries:

Natalia Koroleva, PBN Hill+Knowlton Strategies
Mobile (Russia): +7 (903) 795 6926
Email: Natalia.Koroleva@hkstrategies.com

This document does not constitute orform partof, and should not beconstruedas, anoffer for sale orsubscriptionof, orasolicitation ofany offer tobuy orexchange orsubscribe for, any securities ofthe Issuer orany other entity. This document does not constitute asolicitation inany circumstances inwhich such solicitation isunlawful.

BRUNSWICK RAILFINANCE DESIGNATED ACTIVITY COMPANY isadesignated activity company formed under the laws ofIreland with registered number 518323 whose registered office isat2nd Floor, Palmerston House, Fenian Street, Dublin2, Ireland.

This release may contain forward­looking statements concerning the Issuer. Generally, the words will, may, should, could, would, can, continue, opportunity, believes, expects, intends, anticipates, estimates orsimilar expressions identify forward­looking statements. The forward­looking statements involve risks and uncertainties that could cause actual results todiffer materially from those expressed inthe forward­looking statements. Forward­looking statements include statements relating tofuture capital expenditures and business and management strategies and the expansion and growth ofthe Issuers operations. Many ofthese risks and uncertainties relate tofactors that are beyond the Issuers ability tocontrol orestimate precisely and therefore undue reliance should not beplaced onsuch statements which speak only asatthe date ofthis release. The Issuer assumes noobligation inrespectof, and does not intend toupdate, these forward­looking statements, except asrequired pursuant toapplicable law.

These materials are not anoffer ofsecurities for sale inthe United States. Securities may not beoffered orsold inthe United States absent registration oranexemption from registration under the Securities Act of1933, asamended (the Securities Act). Any securities mentioned herein have not been and will not beregistered under the Securities Act, and nopublic offering will bemade inthe United States.