ELLI FINANCE (UK) PLC (IN ADMINISTRATION) - Consent Solicitation - Launch

£350,000,000 of 8.750% Senior Secured Notes due 2019 (the “Notes”) (ISIN: XS0794786011 / ISIN: XS0794785633) Issued by Elli Finance (UK) Plc (in administration) (the “Issuer”)

17 JANUARY 2024

Full announcement available, including restrictions, available via Euronext

"Launch of Consent Solicitation

On the terms and subject to the conditions described in the Consent Solicitation Statement dated as of today (the “Statement”) consent from the respective Holders (as defined below) is being sought to: (a) the instruction of GLAS Trust Corporation Limited, as security agent, (the “Security Agent”) to the release of security in connection with the sale of the Alexandra, Bamford Grange, Grove House, Park House (Wirral), Lawn Park, The Sycamore & Poplars, Park House (Wellingborough), Brandon Lodge and Croxteth Care Homes and the associated interests in land (the “Security Release Request”); and (b) the technical waiver, pursuant to paragraph 2 of Schedule 5 (Security Enforcement Principles) of the Intercreditor Agreement, of the following requirements in respect of the proposed implementation of the FSHCPL Distressed Disposal (as defined in the Consent Solicitation Statement dated 8 November 2023): (i) that a Financial Advisor (as defined in the Intercreditor Agreement) is appointed to provide a Financial Advisor’s Opinion (as defined in the Intercreditor Agreement) in respect of the FSHCPL Distressed Disposal; and (ii) that the nominal consideration in respect of the FSHCPL Distressed Disposal is paid to the Security Agent (the “Waivers Request”).

The Consent Solicitation will expire at 4:00 p.m. London time on 24 January 2024 (such date and time, as it may be extended in accordance with the terms of the Statement, the “Expiration Time”). Holders may revoke their consent at any time prior to but not at or after the Expiration Time. No consent fee will be paid to Holders in respect of the Consent Solicitation.

The Consent Solicitation is being made to the holders of record of the Notes as at 9 January 2024 (the “Holders”). The Security Release Request and the Waivers Request in respect of the Notes requires the consent of the Holders of more than 50% of the outstanding principal amount of the Notes (the “Required Consent”).

The Security Release Request and the Waivers Request shall only be approved if, inter alia, the Required Consent is obtained at the Expiration Time.

The complete terms and conditions of the Consent Solicitation are described in the Statement. Copies of the Statement are available at the following website: https://www.fshc.co.uk/investors-information/ and also from the Information and Tabulation Agent, which can be contacted at the address and telephone number set out below. Holders may contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Consent Solicitation."

...

---

ELLI FINANCE (UK) PLC (IN ADMINISTRATION)

(the “2019 Notes Issuer”)

Solicitation of Consent from holders as of the Record Date (as defined herein) of its

£350,000,000 8.750% Senior Secured Notes due 2019 (the “2019 Notes”)

(Regulation S ISIN: XS0794785633; Regulation S Common Code: 079478563

Rule 144A ISIN: XS0794786011; Rule 144A Common Code: 079478601)

07 SEPTEMBER 2023

Full announcement available via Elli Finance (UK)