EQS-Ad-hoc: PPC Zeus Designated Activity Company / Key word(s):
Miscellaneous
PPC Zeus Designated Activity Company: NOTICE OF BREACH
03-May-2024 / 14:45 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 AG.
The issuer is solely responsible for the content of this announcement.
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3 May 2024
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 BREACH
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 UK domestic law by virtue of
EUWA, this announcement is made by the Directors of the Issuer.
We refer to: (i) the note trust deed dated 9 April 2021 as amended and
restated on 27 July 2023, constituting the Senior Notes and made between
the Issuer and Citibank N.A., London Branch (as “Note Trustee”) (the
“Note Trust Deed”), (ii) the master definitions and framework deed dated
9 April 2021 as amended on 23 June 2021, 22 June 2023, 21 July 2023 and as
further amended and restated on 27 July 2023 and made between, among
others, the Issuer and Citibank N.A., London Branch (as Note Trustee and
as “Security Trustee”) (the “Master Definitions and Framework Deed”) and
(iii) the English law security deed dated 9 April 2021 entered into
between the Issuer and the Security Trustee (the “English Law Security
Deed”). Capitalised terms used but not otherwise defined in this notice
shall have the meanings ascribed to them in the Note Trust Deed, Master
Definitions and Framework Deed and/or the English Law Security Deed.
The Issuer hereby provides notice of its breach of paragraph 1.2(a) of
Part 1 of Schedule 4 to the Master Definitions and Framework Deed as
covenanted to the Note Trustee pursuant to Clause 14 of the Note Trust
Deed and as covenanted to the Security Trustee pursuant to Clause 23.2 of
the English Law Security Deed by virtue of the failure to deliver to the
Note Trustee and the Servicer by 31 December 2023 two copies of the
Issuer’s audited financial statements for (i) the financial period ending
31 December 2021 and (ii) the financial period ending 31 December 2022.
The Issuer has given notice of the breach to the Note Trustee, Security
Trustee, Servicer and Sub-Servicer in accordance with the relevant
Transaction Documents. The Issuer also hereby provides notice that the
condition to the conditional waiver of the Financial Information Breach
(as defined in the July 2023 Deed of Amendment and Restatement) as set out
in Clause 12(e) of the July 2023 Deed of Amendment and Restatement has
not been satisfied by virtue of the failure to deliver to the Note Trustee
and the Servicer by 31 December 2023 two copies of the Issuer’s audited
financial statements for (i) the financial period ending 31 December 2021
and (ii) the financial period ending 31 December 2022.
The Issuer expects that the audit of the aforementioned financial
statements will be finalised no later than 31 July 2024 and, to that end,
continues to liaise with the Servicer and the Issuer’s auditors to
finalise the relevant audits. In the meantime, the Issuer intends to seek
a waiver in respect of the delay. While additional time is required to
finalise the audit of the financial statements, the Issuer is satisfied
that the delay does not relate to any underlying issue regarding the
financial position of the Issuer.
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.
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
(1)Email: (2)Ireland@wilmingtontrust.com
Tel: +353 1 6125550
PPC ZEUS DESIGNATED ACTIVITY COMPANY
End of Inside Information
End of Inside Information
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03-May-2024 CET/CEST News transmitted by EQS Group AG. 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
Listed: Vienna Stock Exchange (Vienna MTF)
EQS News ID: 1895313
End of Announcement EQS News Service
1895313 03-May-2024 CET/CEST
References
Visible links
1. Ireland@wilmingtontrust.com%20
2. Ireland@wilmingtontrust.com%20