Celtic Resources Holdings DAC announces the adjourned meeting of the holders of outstanding U.S.$400,000,000 4.125 per cent. guaranteed notes due 2024
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK INDEPENDENT ADVICE, INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY AND IS BEING SENT TO NOTEHOLDERS SOLELY IN THEIR CAPACITY AS SUCH IN CONNECTION WITH THE ADJOURNED MEETING (AS DEFINED BELOW). THIS DOES NOT AFFECT THE RIGHT OF NOTEHOLDERS TO APPOINT A PROXY TO ATTEND AND VOTE AT THE ADJOURNED MEETING IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST DEED AS DEFINED BELOW).
2 October 2023
CELTIC RESOURCES HOLDINGS DAC
(the “Issuer”)
NOTICE OF ADJOURNED MEETING
of the holders of outstanding
U.S.$400,000,000 4.125 per cent. guaranteed notes due 2024 (the “Notes”)
NOTICE IS HEREBY GIVEN that as a meeting the holders of the Notes (the “Noteholders”) held virtually by teleconference (using a video enabled platform) on 29 September 2023 at 4:00 p.m. (London time) (the “Original Meeting”) was adjourned due to a lack of quorum, pursuant to the provisions of Schedule 3 (Provisions for Meetings of The Noteholders) of the trust deed dated 9 October 2019 between the Issuer and Citibank, N.A., London Branch, as trustee (subsequently substituted by i2 Capital Trust Corporation Ltd) (the “Trustee” and the “Trust Deed” respectively), an adjourned meeting (the “Adjourned Meeting”) of the Noteholders convened by the Issuer will be held virtually by teleconference (using a video enabled platform) on 3 November 2023 4:00 p.m. (London time) for the purpose of considering and, if thought fit, passing the Extraordinary Resolution.
Voting deadline for submitting the Voting Instructions is 4:00 p.m. (London time) on 2 November 2023.
Capitalised terms used but not defined in this Notice of Adjourned Meeting have the meanings given to them in the consent solicitation memorandum in respect of the Notes dated 25 August 2023 (the “Memorandum”), which can be obtained by registering on the Consent Solicitation Website at https://i2capmark.com/event-details/90/Holder/celtic-resources-holdings-dac.
Background
The Issuer has convened the Adjourned Meeting in order to deliberate on the same agenda as the Original Meeting, inter alia, for the purpose of enabling the Noteholders to consider and resolve, if they think fit, to pass the Extraordinary Resolution. Please refer to the Memorandum and the notice of Original Meeting dated 25 August 2023 for the full text of the Extraordinary Resolution, details for submitting Consent Instructions and the documents available for inspection by Noteholders ahead of the Adjourned Meeting
General
THE TRUSTEE HAS NOT BEEN INVOLVED IN THE FORMULATION OF THE EXTRAORDINARY RESOLUTION AND THE TRUSTEE EXPRESSES NO OPINION ON THE MERITS OF EXTRAORDINARY RESOLUTION OR ON WHETHER NOTEHOLDERS WOULD BE ACTING IN THEIR BEST INTERESTS IN APPROVING THE EXTRAORDINARY RESOLUTION, AND NOTHING IN THIS NOTICE SHOULD BE CONSTRUED AS A RECOMMENDATION TO NOTEHOLDERS FROM THE TRUSTEE TO VOTE IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION. NOTEHOLDERS SHOULD TAKE INDEPENDENT FINANCIAL, TAX AND LEGAL ADVICE ON THE MERITS AND ON THE CONSEQUENCES OF VOTING IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION, INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER. THE TRUSTEE HAS NOT REVIEWED, NOR WILL IT BE REVIEWING, ANY DOCUMENTS RELATING TO THE EXTRAORDINARY RESOLUTION.
Copies of the Minutes of the Original Meeting dated 25 August 2023, this Notice of the Adjourned Meeting, the Memorandum and the Trust Deed can be obtained by registering on the Consent Solicitation Website at https://i2capmark.com/event-details/90/Holder/celtic-resources-holdings-dac. A Noteholder will be required to produce evidence satisfactory to the Information and Tabulation Agent as to its status as a Noteholder and that it is a person to whom it is lawful to send the Memorandum under applicable laws before being sent a copy of the Memorandum
The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Adjourned Meeting held following adjournment of the Original Meeting, which are set out at “—Voting and Quorum” below. Having regard to such requirements, the Noteholders are strongly urged either to attend the Adjourned Meeting or to take steps to be represented at the Adjourned Meeting as soon as possible.
Voting and Quorum
The provisions governing the convening and holding of a meeting of the Noteholders are set out in the Trust Deed, a copy of which is available for inspection by the Noteholders as referred to above.
The quorum required for the Extraordinary Resolution to be considered at the Adjourned Meeting is one or more persons present in person holding the Notes 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.
To be passed in relation to the Notes, the Extraordinary Resolution must be passed at the Adjourned Meeting duly convened and held in accordance with the provisions of Schedule 3 (Provisions for Meetings of the Noteholders) of the Trust Deed by a majority of not less than two-thirds of the votes cast.
The Noteholders should note these quorum requirements and should be aware that, if the Noteholders either present or appropriately represented at the Adjourned Meeting are insufficient to form a quorum for the Extraordinary Resolution, such Extraordinary Resolution cannot be formally considered thereat.
In accordance with paragraph 5(vi) of Schedule 3 (Provisions for Meetings of the Noteholders) to the Trust Deed, we hereby stipulate that at any meeting (i) in respect of a vote on a show of hands, every person who is present in person or is a proxy or representative shall have one vote and (ii) in respect of a vote on a poll, every person who is so present shall have one vote in respect of each U.S.$1,000 in principal amount of each Note so held or owned or in respect of which he is a proxy or a representative. Without prejudice to the obligations of proxies, any persons entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.
If the Extraordinary Resolution is duly passed at the Adjourned Meeting duly convened and held in accordance with the Trust Deed, the Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at the Adjourned Meeting.
This Notice of the Adjourned Meeting and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and shall be construed in accordance with, English law.
The Noteholders should contact the following for further information:
The 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