Aggregate Holdings SA: Notice of the results of the written resolution and amendment of bond documentation

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FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN “U.S. PERSONS” (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS 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 BONDS. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE BONDS IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE BONDS 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.

VIC PROPERTIES S.A.
(a société anonyme, governed by the laws of the Grand Duchy of Luxembourg)
(the “Issuer”)

EUR 250,000,000 3.00 per cent. Secured Pre-IPO Convertible Bonds due 2025
(ISIN XS1964739715) (the “Bonds”)

NOTICE OF THE RESULTS OF THE WRITTEN RESOLUTION AND AMENDMENT OF BOND DOCUMENTATION

Luxembourg, 25 May 2022: On 18 May 2022, the Issuer (a 100%-subsidiary of Aggregate Holdings S.A.) launched a consent solicitation process with the aim of passing a written resolution (the “Written Resolution”) to effect certain modifications to the terms and conditions of the Bonds and consequential or related amendments to the associated transaction and ancillary documents.

As of 23 May 2022, holders representing 80.96 per cent. of the outstanding principal amount of the Bonds had voted in favour of the amendments proposed in such Written Resolution.

In accordance with the terms of the Bonds, the Written Resolution has therefore been duly approved by the requisite majority of holders of the Bonds (the “Bondholders”) and shall become binding on all Bondholders with immediate effect, irrespective of whether any Bondholders did not submit a vote in respect of such resolutions.

The Issuer hereby announces that the pre-conditions to the implementation of the Written Resolution have been satisfied and the amendments and modifications proposed under the Written Resolution in respect of the terms and conditions of the Bonds and the associated transaction and ancillary documents shall be effected on or around 25 May 2022.

Copies of each of the amended documents will be made available for inspection by or on behalf of Bondholders during normal business hours at the registered office for the time being of Deutsche Bank AG, London Branch, as principal paying and conversion agent (being Winchester House, One Great Winchester Street, London EC2N 2DB).

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DISCLAIMER: This announcement contain important information which should be read carefully. This announcement is for informational purposes only. Each Bondholder is solely responsible for making its own independent appraisal of all matters as such Bondholder deems appropriate (including those relating to the Written Resolution).

Nothing in this announcement constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. The Bonds have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and the Bonds may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

Nothing in this announcement constitutes a solicitation in any circumstances in which such solicitation is unlawful. None of the Issuer, Aggregate Holdings S.A. (the “Guarantor”), Deutsche Trustee Company Limited (the “Trustee”), Deutsche Bank AG, London Branch (the “Principal Paying and Conversion Agent”), Deutsche Bank Luxembourg S.A. (the “Transfer Agent” and the “Registrar”), Kroll Issuer Services Limited (the “Tabulation Agent”) or any director, officer, employee, agent, representative or affiliate of any such person, expresses any opinion about the terms of the Written Resolution. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any other entity. The distribution of this announcement may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this announcement comes are required by the Issuer, the Guarantor, the Trustee, the Principal Paying and Conversion Agent, the Transfer Agent, the Registrar and the Tabulation Agent to inform themselves about, and to observe, any such restrictions. This announcement does not constitute a solicitation in any circumstances in which such solicitation is unlawful. None of the Issuer, the Guarantor, the Trustee, the Principal Paying and Conversion Agent, the Transfer Agent, the Registrar, the Tabulation Agent or any director, officer, employee, agent, representative or affiliate of any such person will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.