EQS-Ad-hoc: PPC Zeus Designated Activity Company / Key word(s):
Miscellaneous
PPC Zeus Designated Activity Company: NOTICE OF AMENDMENTS to the holders
of €325,020,000 Fixed Rate Asset Backed Notes due 2028 (ISIN:
XS2269203316) (the “Senior Notes”)
16-Jul-2025 / 18:30 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS
Group.
The issuer is solely responsible for the content of this announcement.
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16 July 2025
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF SENIOR
NOTEHOLDERS. IF SENIOR NOTEHOLDERS 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 SENIOR NOTES. IF APPLICABLE, ALL
DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE
ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS
OF THE SENIOR NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE
SENIOR NOTES 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.
If you have recently sold or otherwise transferred your entire holding(s)
of Senior Notes referred to below, you should immediately forward this
notice to the purchaser or transferee or to the stockbroker, bank or
other agent through whom the sale or transfer was effected for
transmission to the purchaser or transferee.
THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) 596/2014 OF THE EUROPEAN PARLIAMENT AND OF
THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (AS AMENDED) (“EU MAR”) AND
REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED
KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED
(“EUWA”) AND AS FURTHER AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS 2019 (“UK MAR” AND, TOGETHER WITH EU MAR, “EU/UK MAR”).
PPC ZEUS DESIGNATED ACTIVITY COMPANY
(a designated activity company incorporated with limited liability in
Ireland under registered number 671216)
(the “Issuer”)
NOTICE OF AMENDMENTS
to the holders of
€325,020,000 Fixed Rate Asset Backed Notes due 2028 (ISIN:
XS2269203316) (the “Senior Notes”)
This announcement is released by the Issuer and may contain inside
information for the purposes of Article 7 of EU/UK MAR, encompassing
information relating to the Senior Notes described above. For the purposes
of EU/UK MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055, including as it forms part of assimilated law in the UK by
virtue of the EUWA, this announcement is made by the Directors of the
Issuer.
We refer to: (i) the note trust deed dated 9 April 2021, constituting the
Senior Notes and made between the Issuer and Citibank N.A., London Branch
(as “Note Trustee”) (including the terms and conditions of the Senior
Notes set out in Schedule 3 (Terms and Conditions of the Senior Notes)
thereto (the “Conditions”)), as amended and restated pursuant to a deed of
amendment and restatement dated 27 July 2023 and entered into between,
among others, the Issuer, the Seller and the Security Trustee (the “July
2023 Amendment Deed”) as subsequently amended most recently pursuant to a
deed of amendment dated 16 July 2024 (the “July 2024 Amendment Deed”),
and as may be further amended, restated and/or supplemented from time to
time (the “Note Trust Deed”), and (ii) the master definitions and
framework deed dated 9 April 2021, made between, among others, the Issuer,
the Seller and the Security Trustee, as amended pursuant to a deed of
amendment dated 23 June 2021 and made between, among others, the Issuer,
the Seller and the Security Trustee (the “June 2021 Amendment Deed”), as
subsequently amended and restated pursuant to the July 2023 Amendment Deed
and as amended most recently pursuant to the July 2024 Amendment Deed (the
“Master Definitions and Framework Deed”). Capitalised terms used but
not otherwise defined in this notice shall have the meanings ascribed to
them in the Note Trust Deed and/or Master Definitions and Framework Deed.
The Issuer hereby announces:
1. that, on 16 July 2025, the Senior Noteholders passed a Written
Resolution consenting to:
a. amend the following definitions in the Master Definitions and
Framework in the manner described:
i. the “Extended Revolving Period Last End Date” to mean the
Interest Payment Date falling in December 2025;
ii. the “Interest Payment Date” to, among other things, include
any date on which the Senior Notes are redeemed in
accordance with Senior Note Condition 5.3 (Redemption at the
option of the Junior Noteholder);
iii. the “Legal Maturity Date” to mean the Interest Payment Date
falling in December 2029; and
iv. the “Qualco Business Plan” to mean a revised business plan
to be prepared and delivered by Qualco Intelligent Finance
SA to the Senior Noteholders on or about 8 July 2025;
b. amend Senior Note Condition 5.1 (Maturity Date) to provide that the
Legal Maturity Date will be the Interest Payment Date falling in
December 2029; and
c. amend Senior Note Condition 5.3 (Redemption at the option of the
Junior Noteholders) to provide that the Issuer will be required to
pay a Prepayment Fee in accordance with any redemption thereunder if
the redemption is effected prior to 1 November 2025,
(the amendments discussed at paragraphs (a) to (c) together, the
“Amendments”); and
2. the entry into a deed of amendment relating to the Note Trust Deed and
the Master Definitions
and Framework Deed (the “Deed of Amendment”) dated 16 July 2025
between, amongst others,
the Issuer, the Note Trustee and the Security Trustee which will give
effect to the Amendments on and from the date of the Deed of Amendment
becoming effective on the Effective Date (as defined in the Deed of
Amendment).
This notice does not constitute an offer to sell or the solicitation of an
offer to subscribe for or otherwise acquire any securities in any
jurisdiction.
This notice and any non-contractual obligations arising out of or in
connection with this notice will be governed by and construed in
accordance with English law.
No person has been authorised to give information, or to make any
representation in connection therewith, other than as contained herein.
The delivery of this notice at any time does not imply that the
information in it is correct as at any time subsequent to its date.
For further information, please contact the Issuer at the address below.
PPC Zeus Designated Activity Company
Fourth Floor
3 George’s Dock IFSC
Dublin 1 Ireland
Attention: The Directors
Email: (1)Ireland@wilmingtontrust.com Tel: +353 1 6125550
PPC ZEUS DESIGNATED ACTIVITY COMPANY
End of Inside Information
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16-Jul-2025 CET/CEST News transmitted by EQS Group. www.eqs.com
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Language: English
Company: PPC Zeus Designated Activity Company
Fourth Floor, 3 George's Dock, IFSC, Dublin 1
D01 X5X0 Dublin
Ireland
Phone: +353 1 6125550
E-mail: Ireland@Wilmingtontrust.com
ISIN: XS2269203316
WKN: 920331
Listed: Vienna Stock Exchange (Vienna MTF)
EQS News ID: 2170828
End of Announcement EQS News Service
2170828 16-Jul-2025 CET/CEST
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References
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1. mailto:Ireland@wilmingtontrust.com
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