RNS Number: 8769N
MRG Finance UK plc
27 November 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 OR ARE UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF THE EXTRAORDINARY RESOLUTION TO BE PROPOSED, THEY SHOULD CONSULT THEIR OWN INDEPENDENT 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 2026 (ISIN XS1897122278) (the "Series 1 Notes")

 issued by MRG Finance UK plc

under a £300,000,000 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, inter alios, the Issuer and U.S. Bank Trustees Limited (the "Trustee") (the "Principal Trust Deed", as amended and supplemented by a supplemental trust deed dated 25 October 2023 (the "First Supplemental Trust Deed" and, together with the Principal Trust Deed, the "Trust Deeds")). In this Notice, "Series 1 Final Terms" means the final terms dated 26 October 2018 applicable to the Series 1 Notes, as amended and restated pursuant to the First Supplemental Trust Deed, 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 at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ on 19 December 2024 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 Deeds.

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 2026 (the "Series 1 Notes" and the "Series 1 Noteholders") issued by MRG Finance UK plc under a £300,000,000 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 "Principal Trust Deed", as amended and supplemented by a supplemental trust deed dated 25 October 2023 (the "First Supplemental Trust Deed" and, together with the Principal Trust Deed, the "Trust Deeds")) 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 applicable to the Series 1 Notes and the final terms signed by the Issuer and the Guarantor and dated 26 October 2018 applicable to the Series 1 Notes, as amended and restated pursuant to the First Supplemental Trust Deed (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 2026 and replacing it with the date 30 June 2025;

(ii)             amend paragraph 11 (Redemption Basis) of the Series 1 Final Terms by deleting paragraph 11 and replacing it with the following:

"the Series 1 Notes will be redeemed on the Maturity Date at 2% of their nominal amount (as increased by any capitalisation of accrued Interest)"; and

(iii)            amend paragraph 20 (Final Redemption Amount of each Note) by deleting paragraph 20 and replacing it with the following:

"2% of the nominal amount (as increased by any capitalisation of accrued Interest)";

(iv)           amend paragraph 24 of the Series 1 Final Terms (Other terms) by adding the following:

(A)    "The definitions of "Annual Accounts" and "Half-Year Accounts" in Condition 4 (Negative Pledge and Financial Covenant) of the Series 1 Conditions shall be amended as follows:

          "Annual Accounts" means the Guarantor's annual consolidated or unconsolidated, as the case may be, audited year-end financial statements including the relevant accounting policies and notes to the accounts and in each case prepared in accordance with IFRS from time to time;

"Half-Year Accounts" means the Guarantor's annual consolidated or unconsolidated, as the case may be, half-yearly financial statements, which may be unaudited, including the relevant accounting policies and notes to the accounts and in each case prepared in accordance with IFRS from time to time;

(B) The definition of "Material Subsidiary" in Condition 10 (Events of Default) of the Series 1 Conditions shall be amended as follows:

"Material Subsidiary" means a Subsidiary of the Guarantor:

(a)

(i)      whose turnover (consolidated in the case of a Subsidiary which itself has Subsidiaries) presents 10%, or more of the consolidated turnover of the Guarantor and its Subsidiaries calculated by reference to the latest audited (consolidated or unconsolidated, as the case may be) accounts of such Subsidiary and the latest audited consolidated accounts of the Guarantor, provided that in the case of any Subsidiary which itself has Subsidiaries, as well as in case of the Guarantor, to the extent it is not obliged to prepare consolidated accounts anymore, no consolidated accounts are to be prepared and audited but the relevant consolidated turnover shall be determined on the basis of pro forma consolidated accounts of the relevant Subsidiary and its Subsidiaries, and the Guarantor and its Subsidiaries, respectively; or

(ii)     to which is transferred the whole or substantially the whole of the undertaking and assets of a Subsidiary which immediately prior to such transfer is a Material Subsidiary, provided that the transferor Subsidiary shall upon such transfer forthwith cease to be a Material Subsidiary and the transferee Subsidiary shall cease to be a Material Subsidiary pursuant to this paragraph (a)(ii) on the date on which the consolidated or unconsolidated, as the case may be, accounts of the Guarantor for the financial period current at the date of such transfer have been prepared and audited as aforesaid but so that such transferor Subsidiary or such transferee Subsidiary may be a Material Subsidiary on or at any time after the date on which such consolidated or unconsolidated, as the case may be, pro-foma accounts have been prepared and audited as aforesaid by virtue of the provisions of paragraph (a)(i) above or, prior to or after such date, by virtue of any other applicable provision of this definition; and

(b)     that is directly or indirectly Controlled by the Guarantor."

(b)             consent and agree that following the passing of this Extraordinary Resolution and subject to the execution of the Second Supplemental Trust Deed:

(i)   the Series 1 Notes will be redeemed in full on the Maturity Date in the amount specified in, and in accordance with, the Series 1 Final Terms (as amended pursuant to this Extraordinary Resolution and the Second Supplemental Trust Deed) and the Conditions; and

(ii)  the aggregate nominal amount of the Series 1 Notes (as increased by any capitalisation of accrued Interest) then outstanding following such redemption will be written down to zero;

(c)              consent and agree that, subject to the redemption of the Series 1 Notes on the Maturity Date in accordance with the Series 1 Final Terms (as amended by the Second Supplemental Trust Deed) and the Conditions, the Issuer and the Guarantor will have no further obligations or liabilities to the holders of the Series 1 Notes (or the Trustee on their behalf) in respect of the Series 1 Notes other than any obligations or liabilities arising prior to the Maturity Date;

paragraphs (a) to (c) (inclusive) of this Extraordinary Resolution, together, the "Consents";

(d)             consent and approval of (A) the Issuer's and the Guarantor's entry into and execution of a deed supplemental to the Trust Deeds pursuant to and in accordance with this Extraordinary Resolution (the "Second Supplemental Trust Deed"), to give effect to the Consents;

(e)              authorise, instruct, direct, request and empower the Trustee to enter into and execute the Second Supplemental Trust Deed in respect of the Series 1 Notes evidencing the Trustee's consent to the Consents and Series 1 Conditions pursuant to and in accordance with this Extraordinary Resolution;

(f)              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 Deeds, the Series 1 Conditions, the Second Supplemental Trust Deed or otherwise involved in or resulting from such modifications;

(g)              authorise, direct, request and empower the Trustee, the Issuing and Paying Agent, Registrar and Transfer Agent 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;

(h)             discharge, indemnify and exonerate the Trustee from any and all liability for which it may have become or may become liable under the Trust Deeds, 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 Second Supplemental Trust Deed), such modifications or the implementation of those modifications;

(i)               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;

(j)              resolve to waive any and all existing Events of Default under the Trust Deeds or the Series 1 Conditions arising from or in connection with the entry into the Second Supplemental Trust Deed and the modifications effected hereby; and

(k)             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 Principal Trust Deed;

·        the First Supplemental Trust Deed;

·        the Series 1 Final Terms dated 26 October 2018 (as amended and restated pursuant to the First Supplemental Trust Deed); 

·        the draft Second Supplemental Trust Deed; 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 Deeds, 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 a form of proxy 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.

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 Series 1 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 Deeds 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 Deeds, 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:

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 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:

U.S. Bank Europe 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:

U.S. Bank Europe DAC
Cherrywood Business Park
Loughlinstown
Co. Dublin  
D18 K7W4
Ireland

This Notice is given by:

MRG FINANCE UK PLC as Issuer

Date: 27 November 2024

   SCHEDULE 1
FORM OF SUPPLEMENTAL TRUST DEED