EQS-News: Travelex Issuerco 2 Plc / Key word(s): Miscellaneous
Travelex Issuerco 2 Plc: Consent Solicitation for New Money Notes
09.04.2025 / 18:00 CET/CEST
The issuer is solely responsible for the content of this announcement.
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Travelex Issuerco 2 Plc
Consent Solicitation for New Money Notes
Travelex Issuerco 2 Plc
9 April 2025
Travelex Issuerco 2 Plc ("Travelex")
9 April 2025
Travelex announces consent solicitation in respect of the new money notes
Overview
Travelex Issuerco 2 Plc (the "Issuer") today announces a consent
solicitation (the "Consent Solicitation") in respect of the 12.5% Senior
Guaranteed Secured Notes due 2025 (Reg S: ISIN: XS2248458049; Common Code:
224845804 / Rule 144A: ISIN: XS2248458551; Common Code: 224845855) (the
"Sterling Notes") and the 12.5% Senior Guaranteed Secured Notes due 2025
(Reg S: ISIN: XS2248456936; Common Code: 224845693 / Rule 144A: ISIN:
XS2248457405; Common Code: 224845740) (the "Euro Notes" and together with
the Sterling Notes, the "Notes").
Capitalised terms used in this announcement (the "Announcement") and not
defined herein shall have the meanings ascribed to them in the Notice of
Written Resolution dated 9 April 2025 (the "Notice of Written
Resolution"). The Notice of Written Resolution is given to the Noteholders
through the Clearing Systems.
This announcement does not contain the full terms and conditions of the
Consent Solicitation, which are contained in the Notice of Written
Resolution.
The Consent Solicitation is being launched in order to seek the approval
of the Noteholders by way of a Written Resolution (the "Written
Resolution") (which is proposed as an Extraordinary Resolution of the
Sterling Noteholders and as an Extraordinary Resolution of the Euro
Noteholders, respectively, in accordance with the provisions of the Trust
Deeds) to make amendments to the Trust Deeds and Conditions of the Notes
to:
(a) extend the Maturity Date of the Notes to 31 March 2029;
(b) reduce the rate of interest of the Notes from 12.5 per cent. to
3.01 per cent. per annum;
(c) change the Minimum PIK Interest Amount from 7.5 per cent. per annum
to 3.0 per cent. per annum and reduce the amount of cash interest to 0.01
per cent. per annum; and
(d) impose additional restrictions and obligations on the Issuer and
the Group and change the voting provisions and thresholds to (among other
matters) protect against non-pro rata treatment as between the
Noteholders,
in each case, as described in further detail in the Notice of Written
Resolution.
If approved by the requisite majorities, the modifications and amendments
to the Trust Deeds and the Conditions of the Notes which are the subject
of the Written Resolution will be implemented by the execution of deeds
supplemental to the Trust Deeds.
Implementation
The implementation of the Written Resolution shall be conditional on the
requisite majority of Noteholders providing their confirmations of consent
to this Written Resolution being satisfied by Eligible Noteholders,
irrespective of any confirmations of consent by Ineligible Noteholders. No
amendment to the Sterling Notes will be effective unless the same
amendment is made to the terms of the Euro Notes and vice versa, save in
respect of the proposed amendments to Condition 15 (Further Issue) of the
Sterling Notes and Euro Notes pursuant to which there will be an ability
to issue further Sterling Notes (subject to the relevant terms) but no
ability to issue further Euro Notes.
An Eligible Noteholder or Ineligible Noteholder wishing to consent to the
terms of the Written Resolution must submit an irrevocable electronic
voting instruction via their Direct Participant to the relevant Clearing
System in accordance with the procedures of, and by the earlier deadlines
specified by, such Clearing System for receipt on or prior to 5.00pm
(London time) on 12 May 2025 (the "Submission Deadline Date").
Each accountholder must block the Notes in its account until the
Submission Deadline Date in accordance with the usual operating procedures
of the relevant Clearing System. Notifications of consent once given
cannot be revoked.
Notice of the results of voting on the Written Resolution will be
delivered by the Clearing Systems to the Tabulation Agent.
Subject to the satisfaction of the Eligibility Condition and consent to
the terms of the Written Resolution being obtained from the holders of not
less than 75 per cent. in aggregate outstanding principal amount of the
Notes in accordance with the procedures referred to in the Notice of
Written Resolution, the Written Resolution shall be signed by the
Registered Holder, acting on the instructions of such holders, and the
Proposed Amendments will be implemented. The Registered Holder shall sign
the Written Resolution as soon as practicable following receipt by the
Tabulation Agent of consents from Eligible Noteholders holding not less
than 75 per cent. in aggregate outstanding principal amount of the Notes,
which may occur prior to the Submission Deadline Date, and in any event by
no later than 12 May 2025.
Any questions regarding the procedure in relation to the Written
Resolution may be directed to the Tabulation Agent at the following
address:
GLAS Specialist Services Limited
Address: 55 Ludgate Hill, Level 1, West, London EC4M 7JW
(1)Email: lm@glas.agency
Reference: Travelex - Consent Solicitation
Solicitation and distribution restrictions
The distribution of this announcement in certain jurisdictions may be
restricted by law, and persons into whose possession this announcement
comes are required to inform themselves about, and to observe, any such
restrictions.
Nothing in this announcement constitutes or contemplates an offer of, an
offer to purchase or the solicitation of an offer to sell any security in
any jurisdiction and participation in the Consent Solicitation by a
Noteholder in any circumstances in which such participation is unlawful
will not be accepted.
Each Noteholder participating in the Consent Solicitation will be required
to make certain representations, as set out in the Notice of Written
Resolution.
Enquiries:
Travelex
For investor related queries:
(2)Victoria.Benis-Lonsdale@travelex.com
For other enquiries:
(3)Press@travelex.com
-END-
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Exchange. RNS is approved by the Financial Conduct Authority to act as a
Primary Information Provider in the United Kingdom. Terms and conditions
relating to the use and distribution of this information may apply. For
further information, please contact (4)rns@lseg.com or
visit (5)www.rns.com.
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09.04.2025 CET/CEST This Corporate News was distributed by EQS Group.
www.eqs.com
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Language: English
Company: Travelex Issuerco 2 Plc
8 Sackville Street
W1S 3DG London
United Kingdom
Phone: +44(0)7584336458
E-mail: Victoria.benis-lonsdale@travelex.com
Internet: https://www.travelex-corporate.com/
ISIN: XS2248458049, XS2248456936, XS2248458551, XS2248457405
WKN: A284QJ
Listed: Vienna Stock Exchange
EQS News ID: 2114588
End of News EQS News Service
2114588 09.04.2025 CET/CEST
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References
Visible links
1. mailto:lm@glas.agency
2. mailto:Victoria.Benis-Lonsdale@travelex.com
3. mailto:Press@travelex.com
4. mailto:rns@lseg.com
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