TIDM59AY
RNS Number : 9590M
MRG Finance UK PLC
19 September 2023
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE OR ARE UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF
THE EXTRAORDINARY RESOLUTION TO BE PROPOSED, THEY SHOULD CONSULT
THEIR OWN INDEPENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE
FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.
MRG Finance UK plc
(the "Issuer")
NOTICE OF MEETING
to the holders of
EUR 50,000,000 8.75% Notes due 26 October 2023 (ISIN
XS1897122278) ( the "Series 1 Notes")
issued by MRG Finance UK plc
under a GBP300,000,000 Euro Medium Term Note Programme
and guaranteed by Monaco Resources Group S.A.M. (now known as
Sonel Investments S.A.M.)
Terms not otherwise defined in this Notice shall have the
meanings given to them in the trust deed dated 25 June 2018 between
the Issuer and U.S. Bank Trustees Limited (the "Trustee") (the
"Trust Deed"). In this Notice, "Series 1 Final Terms" means the
final terms dated 26 October 2018 applicable to the Series 1 Notes
and signed by the Issuer and the Guarantor.
NOTICE IS HEREBY GIVEN that a Meeting (a "Meeting") of the
holders of the Series 1 Notes (the "Series 1 Noteholders") convened
by the Issuer will be held by videoconference on 11 October 2023
for the purpose of considering and, if thought fit, passing the
resolution set out below in this Notice which will be proposed as
an Extraordinary Resolution in accordance with the provisions of
the Trust Deed.
Pursuant to the provisions of the Trust Deed, the Trustee has
agreed to the Meeting being held by videoconference rather than at
a physical location. Accordingly, further regulations regarding the
holding of Meeting will be prescribed providing that the Meeting
(and any adjourned Meeting) will be held via videoconference. The
Meeting will not be convened at a physical location.
The Meeting will commence 11.00 a.m. (London time).
EXTRAORDINARY RESOLUTION
EXTRAORDINARY RESOLUTION IN RESPECT OF THE SERIES 1 NOTES
"THAT the holders of the EUR 50,000,000 8.75% Notes due 26
October 2023 (the "Series 1 Notes" and the "Series 1 Noteholders")
issued by MRG Finance UK plc under a GBP300,000,000 Euro Medium
Term Note Programme and guaranteed by Monaco Resources Group S.A.M.
(now known as Sonel Investment S.A.M.) pursuant to a trust deed
dated 25 June 2018 between, amongst others, the Issuer and U.S.
Bank Trustees Limited (the "Trustee") (the "Trust Deed") hereby:
:
(a) assent to (and authorise, direct, request and empower the
Trustee, the Issuer and the Guarantor to consent to) the
modification of the Conditions and the final terms signed by the
Issuer and the Guarantor and dated 26 October 2018 applicable to
the Series 1 Notes (the "Series 1 Final Terms" and, together with
the Conditions applicable to the Series 1 Notes, the "Series 1
Conditions") as follows:
(i) amend the maturity date of the Series 1 Notes specified in
paragraph 9 (Maturity Date) of the Series 1 Final Terms by deleting
the date 26 October 2023 and replacing it with the date 26 October
2026;
(ii) (A) amend paragraph 15 (Fixed Rate Note Provisions) of the
Series 1 Final Terms by adding the following paragraph to
sub-paragraph (i) thereof:
"All interest accrued on the Series 1 Notes and payable on any
Interest Payment Date shall be paid entirely in kind by adding the
interest amount due as of the relevant Interest Payment Date to
(and thereby increasing) the outstanding nominal amount of each
Series 1 Note (as increased by any prior capitalisation of accrued
interest) and subsequently treating such capitalised Interest for
all purposes as part of the nominal amount of the Series 1 Notes.";
and
(B) amend all references to the nominal amount of the Series 1
Notes in the applicable paragraphs of the Series 1 Final Terms to
include a reference to any capitalisation of accrued Interest
accordingly, as detailed in the Amended and Restated Series 1 Final
Terms;
(iii) amend paragraph 18 (Call Option) of the Series 1 Final
Terms by deleting paragraphs 18(i) to (iii) (inclusive) of such
paragraph and replacing them with the following:
(i) Optional Redemption Date(s): any date after 26 October
2023 until the Maturity
Date.
(ii) Optional Redemption Nominal amount (as increased
Amount(s) of each Note: by any capitalisation of
accrued Interest)
(iii) Make-whole Amount Not Applicable
(iv) amend paragraph 24 (Other terms) of the Series 1 Final
Terms by adding the following sentence:
(v) "Condition 4(b) (Financial Covenant) shall not apply to
these Final Terms",
together, the "Amendments");
(b) consent and approval of (A) the Issuer's and the Guarantor's
entry into and execution of a deed supplemental to the Trust Deed
pursuant to and in accordance with this Extraordinary Resolution
(the "Series 1 Notes Supplemental Trust Deed", which annexes the
form of Amended and Restated Series 1 Final Terms (as defined
below), the form of which is scheduled to this Extraordinary
Resolution; (B) the modification of the Series 1 Conditions as
described above; and (C) the Issuer's and the Guarantor's execution
of an amended and restated final terms in respect of the Series 1
Notes (the "Amended and Restated Series 1 Final Terms") to give
effect to the Amendments;
(c) authorise, instruct, direct, request and empower the Trustee
to enter into and execute the Series 1 Notes Supplemental Trust
Deed in respect of the Series 1 Notes evidencing the Trustee's
consent to the Amendments pursuant to and in accordance with this
Extraordinary Resolution;
(d) authorise, instruct, direct, request and empower the Trustee
to enter into and execute the Series 1 Notes Supplemental Trust
Deed in respect of the Series 1 Notes evidencing the Trustee's
consent to the Issuer's amendment of the Conditions and the Final
Terms pursuant to and in accordance with this Extraordinary
Resolution;
(e) sanction and consent to every abrogation, amendment,
modification, compromise or arrangement in respect of the rights of
the Series 1 Noteholders against the Issuer, or against any of
its/their property whether such rights shall arise under the Trust
Deed, the Series 1 Conditions, the Series 1 Notes Supplemental
Trust Deed or otherwise involved in or resulting from such
modifications;
(f) authorise, direct, request and empower the Trustee to concur
in taking all steps considered by it in its sole discretion to be
necessary, desirable or expedient to carry out and give effect to
this Extraordinary Resolution;
(g) discharge, indemnify and exonerate the Trustee from any and
all liability for which it may have become or may become liable
under the Trust Deed, the Series 1 Conditions, or the Series 1
Notes in respect of any act or omission in connection with this
Extraordinary Resolution or its implementation (including execution
by the Trustee of the Series 1 Notes Supplemental Trust Deed), such
modifications or the implementation of those modifications;
(h) resolve that the Trustee shall not be responsible for acting
upon this Extraordinary Resolution even though it may be
subsequently found that there is a defect in the passing of this
Extraordinary Resolution or that for any reason this Extraordinary
Resolution is not valid or binding;
(i) resolve to waive any and all existing Events of Default
under the Trust Deed or the Series 1 Conditions arising from or in
connection with the entry into the Series 1 Notes Supplemental
Trust Deed and the modifications effected hereby; and
(j) resolve that this resolution shall take effect as an
Extraordinary Resolution of the Series 1 Noteholders."
Documents Available for Collection
Series 1 Noteholders may, at any time during normal business
hours on any weekday (Saturdays, Sundays and bank and other public
holidays excepted) prior to Meeting, inspect (at the principal
office of the Issuing and Paying Agent in London) or obtain copies
of the documents set out below from the Issuing and Paying Agent in
electronic form on request.
Documents available:
-- the Trust Deed;
-- the Series 1 Final Terms dated 26 October 2018;
-- the drafts of the Series 1 Notes Supplemental Trust Deed and
the Amended and Restated Series 1 Final Terms;
-- the prescribed additional guidelines relating to holding the
Meetings by videoconference; and
-- the Agency Agreement entered into in relation to the Programme.
General
The attention of the Series 1 Noteholders is particularly drawn
to the quorum required for the Meeting and for an adjourned Meeting
which is set out in "Voting and Quorum" below. Having regard to
such requirements, the Series 1 Noteholders are strongly urged
either to attend the Meeting or to take steps to be represented at
the Meeting, as referred to below, as soon as possible.
In accordance with its normal practice, the Trustee expresses no
view as to the merits of the Extraordinary Resolutions but the
Trustee has authorised it to be stated that it has no objection to
the Extraordinary Resolutions being put to Series 1 Noteholders for
their consideration. The Trustee has not been involved in
negotiating the Extraordinary Resolutions and makes no
representation that all relevant information has been disclosed to
the Series 1 Noteholders in or pursuant to this Notice of
Meeting.
Accordingly, the Trustee recommends that Series 1 Noteholders
who are unsure of the impact of the Extraordinary Resolution should
seek their own financial, regulatory, legal, tax or other advice,
as appropriate.
Meeting of Series 1 Noteholders
The provisions governing the convening and holding of this the
Meeting are set out in Schedule 3 to the Trust Deed, copies of
which are available for inspection as referred to above.
It is acknowledged that the communication and transmission
systems and information sharing platforms used for a virtual
meeting may not be secure and there are security and other risks
associated with the use of these systems and platforms. In no event
shall the Issuer, the Guarantor or the Trustee or any person who
controls, or is a director, officer, employee, agent or affiliate
of the Issuer, the Guarantor or the Trustee be liable for any
losses or liabilities to any person as a result of, or in
connection with, receiving or transmitting any information relating
to the holding or conducting of any virtual meeting via any
non-secure method of transmission or communication or the use of
any information sharing platform.
Global Certificate in respect of the Series 1 Notes
The Series 1 Notes are currently represented by a global
certificate (the "Global Certificate") held by and registered in
the name of a nominee of for Euroclear Bank SA/NV ("Euroclear") and
Clearstream Banking S.A. ("Clearstream, Luxembourg", and together
with Euroclear, the "Clearing Systems" and each a "Clearing
System"). Each person (a "Beneficial Owner") who is the owner of a
particular principal amount of the Series 1 Notes, as shown in the
records of the Clearing Systems or their respective accountholders
("Direct Participants"), should note that such person will not be a
Series 1 Noteholder for the purposes of this Notice of Meeting and
will only be entitled to attend and vote at the Meeting or to
appoint a proxy to do so in accordance with the procedures set out
below. On this basis, in relation to Series 1 Notes held through
the Clearing Systems, the only Series 1 Noteholder for the purposes
of this Notice of Meeting will be the registered holder of the
Global Certificate, being the Registered Holder, as a common
depositary or nominee for the Clearing Systems. Accordingly,
Beneficial Owners should convey their voting instructions, directly
or through the Direct Participant through whom they hold their
interest in the Series 1 Notes, to the relevant Clearing Systemin
accordance with their respective procedures or arrange by the same
means to be appointed a proxy.
Euroclear/Clearstream, Luxembourg Procedures
(i) A Series 1 Noteholder may, by an instrument in writing (a
"form of proxy") in the form available from the specified office of
the Transfer Agent, as specified below in English signed by the
Series 1 Noteholder or, in the case of a corporation, executed
under its common seal or signed on its behalf by its duly appointed
attorney or a duly authorised officer of the corporation and
delivered to the specified office of the Transfer Agent not less
than 48 hours before the time fixed for the Meeting or any
adjourned Meeting, appoint any person (a "proxy") to act on their
or its behalf in connection with the Meeting (or any adjourned
Meeting).
(ii) Any holder of Notes which is a corporation may, by
delivering to the specified office of the Transfer Agent not later
than 48 hours before the time fixed for any meeting a resolution of
its directors or other governing body, authorise any person to act
as its representative (a "representative") in connection with any
meeting of the Series 1 Noteholders and any adjourned such
Meeting.
(iii) Beneficial Owners and Direct Participants who hold their
interest in the Series 1 Notes through a Clearing System and who
wish to attend and vote at the Meeting (or any such adjourned
Meeting) should contact the relevant Clearing System to make
arrangements to be appointed as a proxy (by the Series 1
Noteholder) in respect of the Series 1 Notes in which they have an
interest for the purposes of attending and voting at the Meeting
(as set out in paragraph (i) above) (or any adjourned such
Meeting). The proxy to be so appointed may be selected by the
Direct Participant or the Beneficial Owner (and could be the
Beneficial Owner if an individual).
Beneficial Owners or Direct Participants who hold their interest
in the Series 1 Notes through a Clearing System and who do not wish
to attend and vote at the Meeting (or any such adjourned Meeting)
should contact the relevant Clearing System to make arrangements
for the Series 1 Noteholder to appoint the Issuing and Paying Agent
or any one or more of its employees (as it shall determine) as
proxy to cast the votes either for or against relating to the
Series 1 Notes in which he has an interest at the Meeting.
Beneficial Owners must have made arrangements for the
appointment of proxies with the relevant Clearing System by not
later than 48 hours before the time fixed for the Meeting and
within the relevant time limit specified by the relevant Clearing
System and request or make arrangements for the relevant Clearing
System to block the Series 1 Notes in the relevant Direct
Participant's account and to hold the same to the order of or under
the control of the Transfer Agent (save that during the period of
48 hours before the time fixed for the Meeting such instructions
may not be amended or revoked or withdrawn).
(iv) A proxy so appointed pursuant to paragraph (i) or (iii)
above or representative appointed pursuant to paragraph (ii) above
shall so long as such appointment remains in force be deemed, for
all purposes in connection with the Meeting to be holder of the
Series 1 Notes to which such appointment related and the Series 1
Noteholder shall be deemed for such purposes not to be such Series
1 Noteholder.
(v) A Direct Participant whose Notes have been so blocked will
thus be able to procure that a voting instruction is given in
accordance with the procedures of Euroclear or Clearstream,
Luxembourg.
(vi) Any Series 1 Note(s) so held and blocked for either of
these purposes will be released to the Direct Participant by the
relevant Clearing System on the conclusion of the Meeting (or, if
later, any adjourned such Meeting); provided, however that if the
Series 1 Noteholder has caused a proxy to be appointed in respect
of such Note(s) prior to such time, such Note(s) will not be
released to the relevant Direct Participant unless and until the
Series 1 Noteholder has notified the Issuer of the necessary
revocation of or amendment to such proxy.
Quorum and Voting Majority
Each person eligible and wishing to attend the Meeting shall
give notice in writing to the Issuing and Paying Agent no later
than 48 hours before the time fixed for the Meeting. Such notice
shall specify the full name of the person, the capacity in which
they are attending and (if voting) the principal amount of the
Series 1 Notes they hold or represent and their email contact
details. The notice shall be accompanied by an electronic copy of a
valid identification document (passport or driving licence) and, if
applicable, sufficient evidence of blocking the Series 1 Notes such
person holds. Each duly appointed proxy, representative and any
person entitled to attend a Meeting who has given notice of their
wish to attend in accordance with the procedures set out herein,
will be provided with videoconference access details in advance of
such Meeting by the Issuing and Paying Agent. A proxy,
representative or other person shall not receive access to the
Meeting unless such person gives notice in accordance with this
paragraph. A person eligible and wishing to attend the Meeting may
attend the videoconference by electronic means through the platform
arranged for the videoconference.
The Extraordinary Resolution may only be considered at the
Meeting if the Meeting is quorate. The Meeting will be quorate if
at least two or more persons being entitled to vote (whether as a
Noteholder or as proxy or representative) is present at the Meeting
who holds or represents the requisite principal amount of
outstanding Notes for the quorum requirement (as set out below
across from "Original Meeting") provided that the holder of the
Notes represented by the Global Certificate shall be treated as two
persons for the purposes of any quorum requirements. If the Meeting
is not quorate, it will be adjourned to a later time and date. When
the Meeting resumes following adjournment, the Trust Deed makes
provision for a lower quorum requirement (as set out below across
from "Adjourned Meeting").
If within 15 minutes after the time appointed for the Meeting, a
quorum is not present, the Meeting shall be adjourned for such
period, not being less than 14 days and not more than 42 days, as
may be appointed by the chairman of the Meeting either at or after
the Meeting.
Any Noteholder who has submitted electronic voting instructions
or duly appointed a proxy or representative shall have a right to
revoke such instruction up until 48 hours before the Meeting but
not thereafter unless otherwise required by law or permitted by the
Trust Deed, by submitting a revocation instruction to the relevant
Clearing System or validly revoking the proxy or appointment of the
representative. Any electronic voting instruction or form of proxy
submitted in connection with a Meeting shall remain valid for an
adjourned Meeting unless otherwise validly revoked.
The quorum requirement is as follows:
Meeting Quorum Requirement
Original Meeting Two or more persons present holding or representing
at least 75 per cent. in principal amount of the
Series 1 Notes for the time being outstanding.
Adjourned Meeting Two or more persons being or representing at least
25 per cent. in principal amount of the Series
1 Notes for the time being outstanding .
Every question submitted at a relevant Meeting will be decided
in the first instance by a show of hands unless a poll is (before
or on the declaration of the result of the show of hands) demanded
by the chairman, the Issuer, the Guarantor, the Trustee or one or
more persons present holding Series 1 Notes or being proxies or
representatives and holding or representing in the aggregate not
less than 2 per cent. of the principal amount of the Series 1 Notes
for the time being outstanding. On a show of hands every person who
is present (via videoconference) and who is a Series 1 Noteholder
or is a proxy or representative shall have one vote.
On a poll, every person who is so present shall have one vote
for each EUR 1.00 in principal amount of each Note so held or owned
in respect of which he is a proxy or representative.
In case of equality of votes the chairman shall, both on a show
of hands and on a poll, have a casting vote in addition to the vote
or votes (if any) to which he may be entitled as a Series 1
Noteholder or as a proxy.
To be passed at a Meeting (or any such adjourned meeting), an
Extraordinary Resolution requires a majority in favour of at least
75 per cent. of the votes cast at such Meeting.
If passed, the Extraordinary Resolutions will be binding upon
all Series 1 Noteholders, whether or not they were present or
represented at Meeting and whether or not they voted at
Meeting.
This notice, and any non-contractual obligations arising out of
or in connection with it, is governed by, and shall be construed in
accordance with, English law.
The Issuing and Paying Agent with respect to the Series 1 Notes
is as follows:
Elavon Financial Services DAC, UK Branch
Fifth Floor
125 Old Broad Street
London EC2N 1AR
The Registrar and Transfer Agent with respect to the Series 1
Notes is as follows:
Elavon Financial Services DAC
Cherrywood Business Park
Loughlinstown
Co. Dublin
D18 K7W4
Ireland
This Notice is given by:
MRG FINANCE UK PLC as Issuer
Date 19 September 2023
SCHEDULE 1
FORM OF SUPPLEMENTAL TRUST DEED (including the form of amended
and restated Final Terms)
[--] 2023
MRG FINANCE UK PLC
MONACO RESOURCES GROUP S.A.M. (now known as SONEL INVESTMENTS S.A.M.)
and
U.S. BANK TRUSTEES LIMITED
SUPPLEMENTAL TRUST DEED
in respect of Series 1 EUR 50,000,000 8.75% Fixed Rate Notes due
26 October 2023
issued under
MRG Finance UK plc
GBP300,000,000
Guaranteed Euro Medium Term Note Programme
guaranteed by
Monaco Resources Group S.A.M. (now known as Sonel Investments S.A.M.)
Contents
Clause Page
1. Definitions and Interpretation
2. Modifications of the Series 1 Conditions
3. Incorporation of Existing Trust deed
4. Replacement of the Global Note Certificate and Clearing Systems Records
5. Third Party Rights
6. Counterparts
7. Governing Law and Jurisdiction
Signatories
THIS SUPPLEMENTAL TRUST DEED is dated [ -- ] 2023
Between ::
(1) MRG FINANCE UK PLC (the "Issuer");
(2) MONACO RESOURCES GROUP S.A.M. (now known as SONEL
INVESTMENTS S.A.M.) (the "Guarantor"); and
(3) U.S. BANK TRUSTEES LIMITED (the "Trustee", which expression,
where the context so admits, includes any other trustee for the
time being of this Trust Deed).
WHEREAS:
(A) This supplemental trust deed (this "Supplemental Trust
Deed") is supplemental to a trust deed dated 25 June 2018 made
between the Issuer, the Trustee, and the Guarantor (the "Existing
Trust Deed" and, as supplemented by this Supplemental Trust Deed,
the "Trust Deed") relating to the Issuer's GBP300,000,000
Guaranteed Euro Medium Term Note Programme.
(B) On 26 October 2018 the Issuer issued EUR 50,000,000 8.75%
Fixed Rate Notes due 26 October 2023 (the "Series 1 Notes")
pursuant to the Programme and the final terms applicable to the
Series 1 Notes dated 26 October 2018 and signed by the Issuer and
the Guarantor (the "Series 1 Final Terms").
(C) Pursuant to an Extraordinary Resolution passed on or about
the date of this Supplemental Trust Deed, the holders of the Series
1 Notes have authorised and directed the Trustee to enter into this
Supplemental Trust Deed.
(D) The Issuer, the Guarantor and the Trustee (acting as
aforesaid) wish to enter into this Supplemental Trust Deed to (i)
amend the Conditions and the Series 1 Final Terms applicable to the
Series 1 Notes ( together, the "Series 1 Conditions") and (ii)
amend and restate the Series 1 Final Terms, in each case, to give
effect to the Extraordinary Resolution.
NOW THIS SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS HEREBY
AGREED AS FOLLOWS:
1. Definitions and Interpretation
Save as expressly provided in this Supplemental Trust Deed, all
terms defined in the Existing Trust Deed and the Series 1
Conditions shall have the same meanings in this Supplemental Trust
Deed.
2. Modifications of the Series 1 Conditions
2.1 In relation solely to the Series 1 Notes, the Series 1
Conditions shall be amended with effect on and from the date of
this Supplemental Trust Deed as follows:
(i)
(ii) amend the maturity date of the Series 1 Notes specified in
paragraph 9 (Maturity Date) of the Series 1 Final Terms by deleting
the date 26 October 2023 and replacing it with the date 26 October
2026;
(iii) (A) amend paragraph 15 (Fixed Rate Note Provisions) of the
Series 1 Final Terms by adding the following paragraph to
sub-paragraph (i) thereof:
(iv) "All interest accrued on the Series 1 Notes and payable on
any Interest Payment Date shall be paid entirely in kind by adding
the interest amount due as of the relevant Interest Payment Date to
(and thereby increasing) the outstanding nominal amount of each
Series 1 Note (as increased by any prior capitalisation of accrued
interest) and subsequently treating such capitalised Interest for
all purposes as part of the nominal amount of the Series 1 Notes.";
and
(v) (B) amend all references to the nominal amount of the Series
1 Notes in the applicable paragraphs of the Series 1 Final Terms to
include a reference to any capitalisation of accrued Interest
accordingly, as detailed in the Amended and Restated Series 1 Final
Terms;
(vi)
(vii) amend paragraph 18 (Call Option) of the Series 1 Final
Terms by deleting paragraphs 18(i) to (iii) (inclusive) of such
paragraph and replacing them with the following:
(iv) Optional Redemption (viii) any date after 26
Date(s): October 2023 until the
Maturity Date.
(v) Optional Redemption (ix) Nominal amount (as
Amount(s) of each Note: increased by any capitalisation
of accrued Interest)
(x)
(vi) Make-whole Amount (xii) Not Applicable
(xi)
(xiii) amend paragraph 24 (Other terms) of the Series 1 Final
Terms by adding the following sentence:
(xiv) "Condition 4(b) (Financial Covenant) shall not apply to these Final Terms", and
2.2 All references in the Trust Deed to the " Final Terms " with
respect to the Series 1 Notes shall be deemed to be references to
the amended and restated final terms relating to the Series 1 Notes
dated the date hereof and attached as Schedule 1 to this
Supplemental Trust Deed (the " Amended and Restated Series 1 Final
Terms ").
3. Incorporation of Existing Trust deed
3.1 The Existing Trust Deed and the Supplemental Trust Deed
shall henceforth be read and construed together as one document so
that all references therein and in this Supplemental Trust deed to
"this Deed", "these presents", "this Trust Deed" or "the Trust
Deed" shall be deemed to, unless there is anything in the subject
or context inconsistent therewith, refer to the Existing Trust Deed
as amended and supplemented by this Supplemental Trust Deed.
3.2 Save as amended and supplemented by this Supplemental Trust
Deed in respect of the Series 1 Notes, the provisions of the
Existing Trust Deed and the Series 1 Conditions applicable to the
Series 1 Notes shall continue in full force and effect and shall
constitute valid and binding obligations of each Party hereto.
3.3 A memorandum of this Supplemental Trust Deed shall be
endorsed by the Trustee on the Existing Trust Deed and by the
Issuer and the Guarantor on their respective duplicates
thereof.
4. [1] Replacement of the Global Note Certificate and Clearing Systems Records
4.1 The Issuer shall promptly on the date of this Supplemental Trust Deed:
(a) direct the Issuing and Paying Agent to procure the
replacement of the Global Certificate relating to the Series 1
Notes with a Global Certificate prepared in connection with this
Supplemental Trust Deed (the form of which is set out in the
Existing Trust Deed) and to append the Amended and Restated Series
1 Final Terms thereto;
(b) instruct the Issuing and Paying Agent, Registrar and
Transfer Agent to take any action required in connection with such
Global Certificate and Amended and Restated Series 1 Final Terms as
if it were a new issuance of Series 1 Notes by the Issuer; and
(c) further instruct the Issuing and Paying Agent to send to the
applicable Clearing Systems an executed copy of this Supplemental
Trust Deed and the Amended and Restated Series 1 Final Terms on the
date hereof and request that such Clearing Systems update their
records accordingly.]
5. Third Party Rights
A person who is not a party to this Supplemental Trust Deed or
any agreement entered into on terms set out in and/or incorporated
by reference into this Supplemental Trust Deed has no rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this Supplemental Trust Deed or, as the case may be, any
such agreement, but this does not affect any right or remedy of a
third party which exists or is available apart from that Act.
6. Counterparts
This Supplemental Trust Deed may be executed in any number of
counterparts in which case this Supplemental Trust Deed will be as
effective as if all the signatures on the counterparts were on a
single copy of this Supplemental Trust Deed.
7. Governing Law and Jurisdiction
This Supplemental Trust Deed and any non-contractual obligations
arising out of or in connection with it shall be governed by and
construed in accordance with English law. The provisions of clause
20.2 (Jurisdiction) of the Existing Trust Deed shall apply mutatis
mutandis to this Supplemental Trust Deed as if set out in full
herein.
IN WITNESS whereof this Supplemental Trust Deed has been
executed as a deed by each party to this Supplemental Trust Deed in
each relevant capacity described above in the manner described
therein the day and year first before written.
SCHEDULE 1
FORM OF AMED AND RESTATED FINAL TERMS
Amended and Restated Final Terms dated [ -- ] October 2023
MRG Finance UK plc
Issue of EUR 50,000,000 8.75% Notes due 26 October 2026
under the GBP300,000,000 Euro Medium Term Note Programme
guaranteed by Monaco Resources Group S.A.M. (now known as Sonel
Investments S.A.M.)
THESE AMED AND RESTATED FINAL TERMS HAVE BEEN CREATED SOLELY AS
A MATTER OF RECORD TO RECORD THE CURRENT FINAL TERMS OF THE NOTES
AS AMED AND RESTATED WITH EFFECT FROM [ -- ] OCTOBER 2023 BY A
SUPPLEMENTAL NOTE TRUST DEED DATED [ -- ] OCTOBER 2023 (THE "
SUPPLEMENTAL NOTE TRUST DEED ") TO AM BOTH THE MATURITY DATE AND
INTEREST PAYMENT METHOD OF THE NOTES AS WELL AS THE FINANCIAL
COVENANT. NOTHING IN THESE AMED AND RESTATED FINAL TERMS AFFECTS
ANY OBLIGATIONS EXISTING PRIOR TO THE DATE OF THEIR AMMENT OR
RESTATEMENT. NO OFFER OF ANY OF THE NOTES (OR ANY OTHER NOTES) IS
BEING MADE BY THE ISSUER (AS DEFINED BELOW) PURSUANT TO THIS
DOCUMENT OR OTHERWISE AND THE ISSUER DOES NOT ACCEPT ANY ADDITIONAL
OBLIGATIONS TO NOTEHOLDERS IN RELATION TO THIS DOCUMENT.
These Amended and Restated Final Terms amend and restate the
Final Terms dated 26 October 2018 (the "Original Final Terms"),
under which the Notes described herein (the "Notes") were issued,
and records the final terms of the Notes (as amended by the
Supplemental Note Trust Deed) and is supplemental to, and should be
read in conjunction with, the base Prospectus dated 25 June 2018
and the supplement to it dated 11 October 2018 which together
constitute a base prospectus (the "Base Prospectus") issued in
relation to the GBP300,000,000 Euro Medium Term Note Programme of
MRG Finance UK plc (the "Issuer").
Terms defined in the Base Prospectus have the same meaning in
this Amended and Restated Final Terms. The Notes were originally
issued on the terms of the Original Final Terms read together with
the Base Prospectus and the terms and conditions are now as set out
herein.
The Supplemental Note Trust Deed is available to Noteholders at
https://monacoresources.com/investor-area/.
These Amended and Restated Final Terms do not constitute, and
may not be used for the purposes of, an offer of, or an invitation
by or on behalf of anyone to subscribe or purchase any of the
Notes. The Issuer does not accept any liability in relation to the
Notes described herein to update the Base Prospectus or otherwise
give any representations in relation to such Notes or any resale of
such Notes since their original issue.
Amendments to the Original Final Terms are indicated by red
underlined text.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS:
THE NOTES ARE NOT INTED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (THE
"EEA"). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS
ONE (OR MORE) OF:
(A) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF
DIRECTIVE 2014/65/EU ("MIFID II");
(B) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC, WHERE
THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED
IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR
(C) NOT A QUALIFIED INVESTOR AS DEFINED IN DIRECTIVE 2003/71/EC, AS AMED.
NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO
1286/2014 (THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE
NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE
EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES
OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE
EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS
ONLY TARGET MARKET - SOLELY FOR THE PURPOSES OF EACH MANUFACTURER'S
PRODUCT APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT
OF THE NOTES HAS LED TO THE CONCLUSION THAT: (I) THE TARGET MARKET
FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS
ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR
DISTRIBUTION OF THE NOTES TO ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY
OFFERING, SELLING OR RECOMMING THE NOTES (A "DISTRIBUTOR") SHOULD
TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET MARKET
ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS
RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN
RESPECT OF THE NOTES (BY EITHER ADOPTING OR REFINING THE
MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.
Final Terms dated 26 October 2018
MRG Finance UK plc
Issue of EUR 50,000,000 8.75% Notes due 26 October 2023
under the GBP300,000,000 Euro Medium Term Note Programme
guaranteed by Monaco Resources Group S.A.M. (now known as Sonel
Investments S.A.M.)
Any person making or intending to make an offer of the Notes may
only do so in circumstances in which no obligation arises for the
Issuer, the Guarantor or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer.
None of the Issuer, the Guarantor or any Dealer has authorised,
nor does any of them authorise, the making of any offer of Notes in
any other circumstances.
The expression "Prospectus Directive" means Directive 2003/71/EC
(as amended, including by Directive 2010/73/EU), and includes any
relevant implementing measure in the Relevant Member State.
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions set forth in the prospectus dated 25
June 2018 and the supplement to it dated 11 October 2018 which
together constitute a base prospectus (the "Base Prospectus") for
the purposes of Article 5.4 of the Prospectus Directive. This
document constitutes the Final Terms of the Notes described herein
for the purposes of Article 5.4 of the Prospectus Directive and
must be read in conjunction with the Base Prospectus. Full
information on the Issuer, the Guarantor and the offer of the Notes
is only available on the basis of the combination of these Final
Terms and the Base Prospectus. However, a summary of the issue of
the Notes is annexed to these Final Terms. The Base Prospectus has
been published on the Group's website at
https://monacoresources.com/investor-area/.
1 Issuer: MRG Finance UK plc
2 Guarantor: Monaco Resources Group S.A.M.
(now known as Sonel Investments
S.A.M.)
3 (i) Series Number: 1
(ii) Tranche Number: 1
(iii) Date on which the Not Applicable
Notes will be consolidated
and form a single Series:
4 Specified Currency or EUR
Currencies:
5 Aggregate Nominal Account:
(i) Series: EUR 50,000,000
(ii) Tranche: EUR 50,000,000
6 Issue Price: 100% of the Aggregate Nominal
Amount
7 (i) Specified Denominations: EUR 1,000 (as increased by any
capitalisation of accrued Interest)
(ii) Calculation Amount: EUR 1,000 (as increased by any
capitalisation of accrued Interest)
8 (i) Issue Date: 26 October 2018
(ii) Interest Commencement Issue Date
Date:
9 Maturity Date: 26 October 2026
10 Interest Basis: 8.75% Fixed Rate
11 Redemption Basis: Subject to any purchase and cancellation
or early redemption, the Notes
will be redeemed on the Maturity
Date at 100% of their nominal
amount (as increased by any
capitalisation
of accrued Interest)
12 Change of Interest Basis: Not Applicable
13 Put/call options: Investor Put
Issuer Call
14 Date of Board approval 19 October 2018
for issuance and guarantee
of Notes obtained:
Date of Board approval
of amended Final Terms 18 September 2023
:
Provisions relating to Interest (if any) payable
15 Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 8.75% per annum payable in arrears
on each Interest Payment Date
All Interest accrued on the Series
1 Notes and payable on any Interest
Payment Date shall be paid entirely
in kind by adding the Interest
amount due as of the relevant
Interest Payment Date to (and
thereby increasing) the outstanding
nominal amount of each Series
1 Note (as increased by any prior
capitalisation of accrued Interest)
and subsequently treating such
capitalised Interest for all purposes
as part of the nominal amount
of the Series 1 Notes.
(ii) Interest Payment 26 October and of each year, with
Date(s): the first payment of interest
being made on 26 October 2019
(iii) Fixed Coupon Amount(s): EUR 87.50 per Calculation Amount
(subject to increase due to
capitalisation
of Interest)
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction
in relation to Early
Redemption: 30/360
16 Floating Rate Note Provisions Not Applicable
17 Zero Coupon Note Provisions Not Applicable
Provisions Relating to Redemption Not Applicable
18 Call Option Applicable
(i) Optional Redemption Any date after 26 October 2023
Date(s): until the Maturity Date
(ii) Optional Redemption Nominal amount (as increased by
Amount(s) of each Note: any capitalisation of accrued
Interest)
(iii) Make-whole Amount Not Applicable
19 Put Option Applicable
(i) Optional Redemption Upon change of control of the
Date(s): Guarantor (Condition 6(f) applies)
(ii) Optional Redemption Nominal amount (as increased by
Amount(s) of each Note: any capitalisation of accrued
Interest)
(iii) Notice Period Condition 6(f) applies
20 Final Redemption Amount Nominal amount (as increased by
of each Note any capitalisation of accrued
Interest)
21 Early Redemption Amount
Early Redemption Amount(s) Nominal amount (as increased by
per Calculation Amount any capitalisation of accrued
payable on Redemption Interest)
for taxation reasons
or on event of default
or other early redemption:
General Provisions Applicable to the Notes Registered Notes:
Global Certificate exchangeable
for definitive Certificates only
upon an Exchange Event (as defined
on the Global Certificate).
22 Form of Notes: Registered Notes:
Global Certificate exchangeable
for definitive Certificates only
upon an Exchange Event (as defined
on the Global Certificate).
23 Financial Centre(s): Note applicable
24 Other terms Condition 4(b) (Financial Covenant)
shall not apply to these Final
Terms.
For the purposes of these Final
Terms, the following provision
shall apply to the Terms and Conditions
of the Notes - Section 4 (Negative
Pledge and Financial Covenants)
as a new Section 4(f):
"(f) Restricted Payments: So long
as any Note or Coupon remains
outstanding (as defined in the
Trust Deed), the Guarantor undertakes
not to directly or indirectly
pay out any dividend make any
other distribution to a direct
or indirect shareholder, which
exceeds 50 per cent. of the consolidated
profit after tax for such financial
year, determined by reference
to the Group's audited consolidated
IFRS financial statements for
such financial year, save for
any legally or contractually binding
payments."
Signed on behalf of MRG Finance UK plc:
By: ............................................
Duly authorised
Signed on behalf of Monaco Resources Group S.A.M. (now known as
Sonel Investments S.A.M.):
By: ............................................
Duly authorised
Part B - Other Information
1 Listing and admission Admitted to trading on the London
to trading Stock Exchange plc's regulated
market
Included in the trading on the
Open Market of the Frankfurt Stock
Exchange
2 Ratings
Ratings: The Notes to be issued are not
rated
3 Interests of natural and legal persons involved in
the issue/offer
Save for any fees payable to the Dealers, so far as
the Issuer and the Guarantor are aware, no person involved
in the offer of the Notes has an interest material to
the issue/offer, including conflicting interests.
4 Reasons for the offer, use of proceeds, estimated net
proceeds and total expenses
Reasons for the offer: General corporate purposes
Use of proceeds: General corporate purposes
Estimated net proceeds: Not required
Estimated total expenses: EUR 5,000 in respect of the
admission to trading
5 Yield
Indication of yield: Calculated as 8.75 percent
on the Issue Date. Yield
is not an indication of future
price.
6 Operational information
ISIN: XS1897122278
Common Code: 189712227
Any clearing system(s) other Not applicable
than Euroclear Bank SA/NV
and Clearstream Banking S.A.
and the relevant identification
number(s):
Delivery: Delivery against payment
Names and addresses of additional Not Applicable
Paying Agent(s) (if any):
7 Distribution
(i) Names and addresses of The Seaport Global Europe
underwriters and underwriting LLP
commitments: Charles House, 5-11 Regent
Street, London, SW1YUnited
Kingdom
STX Fixed Income B.V.
Vijzelstraat 79,
1017 HG Amsterdam, the Netherlands
(ii) Stabilising Manager(s) Not Applicable
(if any):
(iii) Prohibition of Sales Applicable
to EEA Retail Investors
Signatories
MRG FINANCE UK PLC
By:
(Director, acting on the authority of that company)
Name:
In the presence of
Witness signature:
Name of Witness:
Address of Witness:
Occupation/Position:
MONACO RESOURCES GROUP S.A.M. (now known as SONEL INVESTMENTS
S.A.M.)
By:
(Director, acting on the authority of that company)
Name:
In the presence of
Witness signature:
Name of Witness:
Address of Witness:
Occupation/Position:
EXECUTED AS A DEED BY U.S. BANK TRUSTEES LIMITED
By:
By:
[1] PPA to confirm if this wording is acceptable. Revised Global
Certificate & FTs to be signed by Issuer and Guarantor
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END
NOGBXGDCRBBDGXC
(END) Dow Jones Newswires
September 19, 2023 09:21 ET (13:21 GMT)
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