Celtic Resources Holdings DAC announces Consent Solicitation in respect of its outstanding U.S.$400,000,000 4.125 per cent. guaranteed notes due 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE CONSENT SOLICITATION MEMORANDUM.

Dublin, 25 August 2023

Celtic Resources Holdings DAC (the “Issuer”) today announces a consent solicitation (the “Consent Solicitation”) for holders (the “Noteholders”) of its outstanding U.S.$400,000,000 4.125 per cent. guaranteed notes due 2024 (the “Notes”) to consider and, if thought fit, pass an extraordinary resolution (the “Extraordinary Resolution”) in order to approve (i) the appointment of LLC “LCP Investor Services” to replace and i2 Capital Trust Corporation Ltd as trustee (the “Trustee”) under the trust deed dated 9 October 2019 between the Issuer and the Trustee (the “Retirement and Appointment” and the “Trust Deed”, respectively) and (ii) proposed amendments to the Trust Deed (including the Terms and Conditions of the Notes), including termination of guarantees under the Deeds of Guarantees as provided for by the Termination Deeds as further detailed in the Consent Solicitation Memorandum (as defined below) (the “Amendments”).

The Consent Solicitation shall take place on the terms and subject to the conditions set forth in the consent solicitation memorandum prepared by the Issuer and dated 25 August 2023 (the “Consent Solicitation Memorandum”). The Consent Solicitation begins on the date of the Consent Solicitation Memorandum. The Consent Deadline for submitting Consent Instructions in respect of the Consent Solicitation is 4:00 p.m. (London time) on 28 September 2023 (as may be extended). Furthermore, the Issuer has convened the Meeting to take place on 29 September 2023 beginning at 4:00 p.m. (London time), subject to the Issuer’s ability to adjourn such meeting to a later date in accordance with the Trust Deed for purposes of enabling the Noteholders to consider each of the Retirement and Appointment and the Amendments and, if thought fit, pass the Extraordinary Resolution.

Capitalised terms used in this announcement, but not defined herein, have the meanings given to them in the Consent Solicitation Memorandum.

To participate in the Consent Solicitation and consent to the Retirement and Appointment and the Amendments, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Consent Instruction to the Information and Tabulation Agent by no later than the Consent Deadline as more particularly described in the Consent Solicitation Memorandum. Only Noteholders who hold the Notes as of the Record Date (as set out below) may submit a Consent Instruction.

Participation in the Consent Solicitation may only be done by delivery of a Consent Instruction to the Information and Tabulation Agent. It will not be possible to participate in the Consent Solicitation by delivering electronic consents to The Depository Trust Company, Euroclear or Clearstream, Luxembourg (the “Clearing Systems”).

Once validly submitted, Consent Instructions will be irrevocable and may not be withdrawn, subject to applicable law. Please refer to the Consent Solicitation Memorandum for further information.

Neither the Trustee, LLC “LCP Investor Services” (the “New Trustee”) or i2 Capital Markets Ltd (the “Information and Tabulation Agent”) nor any of their respective directors, officers, employees or affiliates expresses any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitation or makes any recommendation whether Noteholders should give their Consent to the Retirement and Appointment and the Amendments. The Trustee has not reviewed or approved, nor will it be reviewing or approving, any documents relating to the Consent Solicitation. None of the Trustee, the Information and Tabulation Agent or any of their respective directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, or the factual statements contained in, or the effect or effectiveness of, the Consent Solicitation Memorandum or any other documents referred to in the Consent Solicitation Memorandum or assumes any responsibility for any failure by the Issuer to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Consent Solicitation.

Electronic copies of the Consent Solicitation Memorandum can be obtained by registering on the Consent Solicitation Website at https://i2capmark.com/event-details/90/Holder/celtic-resources-holdings-dac.

The following table sets forth details of the Notes:

Rationale for the Consent Solicitation

Following the escalation of the Russia-Ukraine conflict, the United States, the European Union, the United Kingdom and certain other countries have launched against Russia an unprecedented expansion of coordinated sanctions and trading restrictions, including, among others, new regional embargoes, full blocking sanctions on companies and individuals, sovereign debt restrictions and other sanctions targeting a number of Russian individuals and entities.

Although the international payments infrastructure currently makes it almost impossible for the Issuer to perform its respective obligations under the Notes and to uphold the rights and interest of all Noteholders, the Group endeavours to undertake any steps necessary and utilise all means possible to further service the debt under the Notes.

In light of the above, the Issuer launched the Consent Solicitation with a view to solicit consents of the Noteholders to, inter alia, approve the replacement of the Trustee by the New Trustee and to postpone payment of interest on the Notes to the final maturity date, release and discharge the Guarantors from their respective obligations under the Deeds of Guarantee, discharge the Issuer and the Guarantors from covenants and certain events of defaults, change the arbitration venue to Hong Kong International Arbitration Centre (HKIAC), reduce the quorum for passing the Written Resolution of Noteholders, increase the number of the outstanding Notes required for the holders to request the Trustee to give notice to the Issuer that the Notes are immediately due and repayable, effect changes to the Trust Deed to ensure that the Notes held by the Group are deemed to be outstanding for voting purposes in accordance with schedule 3 (Provisions for Meeting of the Noteholders) of the Trust Deed, allow the redemption of the Notes in specie or in-kind, waive any events of default or breaches of the Trust Deed, including the Terms and Conditions, and the paying agency agreement between, among others, the Issuer and the Trustee and dated 9 October 2019 or any paying agency support agreement between, among others, each Guarantor and the Trustee and dated 9 October 2019, which occurred on or before the Amendments Signing Date, remove the requirement that any replacement trustee be a trust corporation.

The Issuer believes that the Retirement and Appointment and the Amendments would give more flexibility to adapt the existing structure to unpredictably changing regulatory and sanctions environment and avoid obstacles in servicing the Issuer’s obligations under the Notes and, therefore, would be in the best interests of the Noteholders.

Participation in the Consent Solicitation

To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a duly completed and signed Consent Instruction to the Information and Tabulation Agent no later than the Consent Deadline. Only Noteholders who hold the Notes as of the Record Date may submit a Consent Instruction. The delivery of a Consent Instruction will not affect a Noteholder’s right to sell or transfer the Notes. A duly executed Consent Instruction shall bind the Noteholder executing the Consent Instruction, and any subsequent registered holder or transferee of the Notes to which such Consent Instruction relates.

Noteholders should note that: (i) each beneficial owner should deliver, or arrange to have delivered on its behalf, a Consent Instruction in respect of such beneficial owner’s Notes; and (ii) a beneficial owner must not deliver, or arrange to have delivered on its behalf, more than one Consent Instruction in respect of the same Notes and that any subsequent Consent Instruction delivered by a beneficial owner that has already submitted another Consent Instruction will be disregarded.

The Meeting to adopt the Extraordinary Resolutions will be quorate if one or more persons holding Notes or being proxies or representatives and holding or representing not less than two-thirds of the principal amount of the Notes for the time being outstanding (or if such meeting is adjourned one or more persons present in person holding Notes and/or being proxies or representatives and holding or representing in the aggregate not less than one-half in principal amount of the Notes for the time being outstanding) and the Extraordinary Resolution requires two-thirds of votes cast at the Meeting (or adjourned meeting, as the case may be) to be voted in favour.

Provided that (i) the Extraordinary Resolution has been passed and (ii) the Deed of Retirement and Appointment and the Amendment Document have been executed and delivered, the Retirement and Appointment will be effective and the Notes will be subject to the terms of the Trust Deed, as amended by the Supplemental Trust Deed, giving effect to the Amendments. Upon satisfaction of these conditions, the Retirement and Appointment, and the Amendments will be effective, the Trust Deed as so amended will become binding on all Noteholders and their successors and transferees, whether or not such Noteholders consented to the terms of the Extraordinary Resolution, inter alia, Retirement and Appointment and the Amendments (through the delivery of a Consent Instruction).

Only Noteholders who hold the Notes as of the Record Date may submit Consent Instructions.

A duly executed Consent Instruction shall bind the Noteholder that executed the relevant Consent Instruction and any subsequent registered holder or transferee of the Notes to which such Consent Instruction relates. In order to cause a Consent to be given with respect to Notes, the applicable Noteholder must complete and sign the Consent Instruction, and deliver it to the Information and Tabulation Agent by registering and then uploading the completed Consent Instruction in pdf format to the “My Holding” section on the Consent Solicitation Website at https://i2capmark.com/event-details/90/Holder/celtic-resources-holdings-dac using the “uploads” function. To register and access the Consent Solicitation Website and submit completed Consent Instructions, Noteholders are required to provide proof of holding as of the Record Date. Acceptable forms of proof of holding may include (i) a Statement of Account for the Purpose of Proof of Holding (a STAC), holdings report or screenshot from Euroclear, Clearstream, Luxembourg or the DTC, or (ii) a statement of account or holdings report from a Direct Participant, each acceptable form of proof of holding confirming (a) the Euroclear or Clearstream, Luxembourg Direct Participant name and account number, (b) the full name or legal entity name of the Noteholder, (c) the security and/or ISIN held, and (d) the aggregate amount of the Notes held, or (iii) a statement of account or holdings report from such other intermediary (including brokers, depositories, custodians and sub-custodians) being the immediate custodian of the account where the relevant Notes are being held by the Noteholder submitting the Consent Instruction Noteholders should contact their Euroclear or Clearstream, Luxembourg representative Direct Participant, bank, securities broker or other intermediary through which they hold their respective Notes immediately to obtain proof of holding.

Noteholders may contact the Information and Tabulation Agent via email at celticresources@i2capmark.com if they require assistance.

All Consent Instructions that are properly completed, signed and delivered to the Information and Tabulation Agent prior to the Consent Deadline will be given effect in accordance with the specifications thereof (unless withdrawn). Noteholders who desire to consent to terms of the Extraordinary Resolution, inter alia, the Retirement and Appointment and the Amendments should complete, sign and date, the Consent Instruction included herewith and deliver it to the Information and Tabulation Agent by registering and then uploading the completed Consent Instruction in pdf format to the “My Holding” section on the Consent Solicitation at https://i2capmark.com/event-details/90/Holder/celtic-resources-holdings-dac using the “uploads” function.

In addition, if a Consent Instruction relates to less than the total principal amount of the Notes which such Noteholder holds through the relevant Clearing System, such principal amount of the Notes to which the Consent Instruction relates shall be specified in the Consent Instruction. If no aggregate principal amount of the Notes as to which a Consent Instruction is delivered is specified, or if none of the boxes is marked with respect to such Notes, but the Consent Instruction is otherwise properly completed and signed, the Noteholder will be deemed to have consented to the Amendment with respect to the entire aggregate principal amount of the Notes so held directly or indirectly.

All questions as to the validity, form and eligibility (including time of receipt) regarding the consent procedures will be determined by the Issuer in its sole discretion, which determination will be conclusive and binding. The Issuer reserves the right to reject any or all Consent Instructions that are not in proper form or the acceptance of which could, in the opinion of the Issuer, or its counsel, be unlawful. The Issuer also reserves the right, to waive any defects or irregularities in connection with deliveries of particular Consent Instructions. Unless waived, any defects or irregularities in connection with deliveries of Consent Instructions must be cured within such time as the Issuer determines. None of the Guarantors, the Issuer or any of their affiliates, the Trustee, the Information and Tabulation Agent or any other person shall be under any duty to give any notification of any such defects or irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Consent Instructions will not be deemed to have been made until any irregularities or defects therein have been cured or waived.

Indicative Timetable

The following table sets out the expected dates and times of the key events relating to the Consent Solicitation. The times and dates below are indicative only and are subject to change, including as a result of market conditions.

The above times and dates are subject to the right of the Issuer to extend, re-open, amend and/or terminate the Consent Solicitation (subject to applicable law, the provisions of the Trust Deed and as provided in the Consent Solicitation Memorandum). Noteholders are advised to check with any bank, securities broker, custodian or other intermediary through which they hold Notes whether such intermediary needs to receive instructions from a Noteholder before the deadlines set out above in order for that Noteholder to be able to participate in the Consent Solicitation. Unless stated otherwise, announcements in connection with the Consent Solicitation will be made by publication through the website of Euronext Dublin. Copies of all announcements, notices and press releases are available on the Consent Solicitation Website and can also be obtained from the Information and Tabulation Agent, whose contact details are on the last page of the Consent SolicitationMemorandum. Noteholders are urged to contact the Information and Tabulation Agent for the relevant announcements during the course of the Consent Solicitation using the contact details on the last page of the Consent Solicitation Memorandum. Questions and requests for assistance in connection with the Consent Solicitation, and/or the delivery of a Consent Instruction should be directed to the Information and Tabulation Agent. All documentation relating to the Consent Solicitation, together with any updates, will be available via the Consent Solicitation Website.

Information and Tabulation Agent - i2 Capital Markets Ltd 

128 City Road London, EC1V 2NX, United Kingdom 

Email: celticresources@i2capmark.com

Phone: +44 203 633 1212 

Consent Solicitation Website: https://i2capmark.com/event-details/90/Holder/celtic-resources-holdings-dac.