IDH FINANCE PLC
Europa House, Europa Trading Estate
Stoneclough Road, Kearsley
Manchester M26 1GG
United Kingdom
NOTICE OF REDEMPTION
To the holders of the
£225,000,000 Senior Secured Floating Rate Notes due 2018
ISIN: XS0936666071 / XS0937067063
Common Code: 093666607 / 093706706
IDH Finance plc (the “Issuer”) gives notice to the holders of its £225,000,000 in aggregate principal amount of senior secured floating rate notes due 2018 (the “Senior Secured Floating Rate Notes”) of the redemption (the “Redemption”) of all of its Senior Secured Floating Rate Notes (the “Redeemed Notes”), in accordance with paragraph 5(d) of the Senior Secured Floating Rate Notes and Article III, Sections 3.03 and 3.07(j) of the indenture, dated as of May 30, 2013, as amended, restated or otherwise modified from time to time (the “Indenture”), among the Issuer, the Guarantors (as defined in the Indenture), U.S. Bank Trustees Limited, as trustee (the “Trustee”), calculation agent (the “Calculation Agent”) and security agent (the “Security Agent”), Elavon Financial Services DAC (a/k/a/ Elavon Financial Services Limited), UK Branch, as principal paying agent (the “Paying Agent”) and transfer agent (the “Transfer Agent”), and Elavon Financial Services DAC (a/k/a/ Elavon Financial Services Limited), as registrar (the “Registrar”).
All capitalized terms used herein and not defined shall have the meanings assigned to such terms in the Indenture. The terms and conditions of the redemption are as follows:
1. Subject to paragraph (4) below, the redemption date for the Redeemed Notes will be August 19, 2016 (the “Redemption Date”), and the record date will be August 18, 2016, unless the Redemption is postponed or cancelled by the Issuer in accordance with paragraphs 3 or 5, as applicable, of this notice.
2. The redemption price of the Redeemed Notes is 100.000% of the principal amount of the Redeemed Notes, plus accrued and unpaid interest and Additional Amounts, if any, on the Senior Secured Floating Rate Notes redeemed, to the Redemption Date. The aggregate redemption amount for the Redeemed Notes will be £227,721,065.18 (the “Redemption Amount”), calculated on the basis of (i) a redemption price of 100.000% of the principal amount of the Redeemed Notes, amounting to £225,000,000.00, and (ii) accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date occurring on August 19, 2016, amounting to £2,721,065.18.
3. The redemption of the Redeemed Notes is conditional upon (i) the closing of an offering of notes by the Issuer on terms satisfactory to the Issuer that results in net proceeds sufficient to pay the Redemption Price, to redeem the Issuer’s 6% Senior Secured Fixed Rate Notes due 2018, to redeem the Issuer’s 8.5% Second Lien Notes due 2019 and to repay amounts outstanding under the Issuer’s Revolving Credit Facility on or prior to the Redemption Date (the “Closing”) and (ii) receipt by the Trustee of sufficient funds to pay the Redemption Amount payable to the Holders, on or before the Redemption Date. Accordingly, none of the Redeemed Notes shall be deemed due and payable on the Redemption Date unless and until the conditions set forth herein are satisfied or waived by the Issuer.
4. The Redemption Amount and all other sums payable under the Indenture, will be deposited with the Trustee pursuant to Section 3.05 and Section 10.01(a) of the Indenture on the date of Closing, with the result that, after the satisfaction of all other conditions under Article X, on such date, the Indenture, and the rights of the Trustee and the Holders under the Note Security Documents will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Senior Secured Floating Rate Notes as expressly provided for in this Indenture and those obligations which by their terms survive) as to all outstanding Senior Secured Floating Rate Notes.
5. In the event that, in the Issuer’s reasonable belief, the Closing will be completed at least 30 days, but not more than 60 days, after the date of this notice, the Issuer may postpone the Redemption Date to a date which is not less than 30 days, but not more than 60 days, after the date of this notice. The Issuer will notify Holders, the Trustee, the Paying Agent and the Registrar at least one business day prior to the Redemption Date if the Issuer has elected to postpone or cancel the Redemption, or if the conditions set forth herein have been satisfied or waived by the Issuer.
6. The Redeemed Notes must be presented and surrendered to the Paying Agent, which is Elavon Financial Services DAC (a/k/a/ Elavon Financial Services Limited), UK Branch, Fifth Floor, 125 Old Broad Street, London EC2N 1AR, United Kingdom, Attention: MBS Relationship Management, to collect the Redemption Amount. In connection with the Redemption, and subject to paragraphs 3 and 4 of this notice, the Registrar will decrease the principal amount of the Global Notes to zero.
7. Unless the Issuer defaults in making payments in respect of the Redeemed Notes or the Paying Agent is prohibited from making such payments pursuant to the terms of the Indenture, interest and Additional Amounts, if any, on the Redeemed Notes shall cease to accrue on and after the Redemption Date, and the only rights of the Holders of the Senior Secured Floating Rate Notes after the Redemption Amount is deposited with the Trustee as described in paragraph 4 shall be to receive payment of the Redemption Amount upon surrender to the Paying Agent of the Redeemed Notes.
8. No representation is made by the Issuer, the Trustee or the Principal Paying Agent as to the correctness or accuracy of the ISIN numbers and Common Codes listed in this notice or printed on the Senior Secured Floating Rate Notes.
8. The conditions of the redemption of the Redeemed Notes may be waived at any time at the sole discretion of the Issuer.
9. This notice of redemption is given on July 20, 2016.
This notice is given by:
IDH Finance plc
Enquiries about the above notice should be directed to the Issuer as set out below:
IDH Finance plc
Europa House, Europa Trading Estate
Stoneclough Road, Kearsley
Manchester M26 1GG
United Kingdom
Facsimile: +44 120 4799715
Attention: Mark Robson - Chief Financial Officer