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OSTREGION INVESTMENTGESELLSCHAFT NR. 1 S.A. - Consent Solicitation 2024 (XS) - Launch

EUR291,150,000 (originally EUR425,000,000) Guaranteed Secured Senior Bonds due 2039 (XS0280396465) of the Issuer presently outstanding (the Senior Bonds)

05 June 2024


Full announcement, including disclaimers and restrictions, available via Luxse


"OSTREGION INVESTMENTGESELLSCHAFT NR. 1 S.A.

(the Issuer)


(a public limited liability company (société anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 16, Rue Eugène Ruppert, L-2453 Luxembourg and registered with the Luxembourg trade and companies register under number B.118.737)


EUR291,150,000 (originally EUR425,000,000) Guaranteed Secured Senior Bonds due 2039 (XS0280396465) of the Issuer presently outstanding (the Senior Bonds).


Capitalised terms used but not otherwise defined in this Notice shall have the meaning given to them in the master definitions agreement dated dated 11 January 2007 between (among others) Deutsche Trustee Company Limited (the Senior Bond Trustee) and the Issuer.


Background


Under the SB Financial Guarantee dated 11 January 2007, Ambac Assurance UK Limited (Ambac) guarantees to the Senior Bond Trustee the full and complete payment by the Issuer in respect of amounts of scheduled payments owing by the Issuer and outstanding pursuant to the Senior Bonds as constituted by the Senior Bond Trust Deed (the SB Financial Guarantee) in relation to the Project. The Issuer today announces an invitation to holders of the Senior Bonds (the Senior Bondholders) to consent to a proposal that the SB Financial Guarantee is terminated and consequential amendments to be made to a number of Finance Documents (the Termination and Amendment) by approving an extraordinary resolution (the Extraordinary Resolution).


The Termination and Amendment will be implemented by:


(a) the execution of a deed of amendment, restatement and termination between (amongst others) the Issuer, ProjectCo, Ambac, Ambac Assurance Corporation, European Investment Bank (EIB), Deutsche Trustee Company Limited (in various capacities including as Senior Bond Trustee), Deutsche Bank Luxembourg S.A (in various capacities including as Security Agent and Luxembourg Account Bank) Deutsche Bank AG, Vienna Branch (as Austrian Account Bank), Deutsche Bank AG, London Branch (in various capacities) and Meridiam Infrastructure Finance S.À R.L in order to:


(i) effect the termination of the SB Financial Guarantee and EIB Financial Guarantee;


(ii) effect the termination of the DSR Reimbursement and Indemnity Agreement;


(iii) remove all of Ambac’s control rights in relation to the Project, with the role of the Majority Creditor to be carried out by EIB, as opposed to Ambac and EIB acting together; and


(iv) amend and restate each of the Master Definitions Schedule, Collateral Deed, Security Trust and Intercreditor Deed, Senior Bond Trust Deed, Accounts Agreement, Senior Bond Custody Agreement, Senior Paying Agency Agreement, EIB Loan Agreement, SB On-Loan Agreement and EIB On-Loan Agreement; and


(b) the resignation of Ambac as agent under (and as defined in) the Funders’ Direct Agreement and the assumption by EIB of the role as agent under the Funders’ Direct Agreement,

(the Amendment Documents).


Meeting


The notice convening the Meeting of Senior Bondholders (the “Notice of Meeting”) to be held on 27 June 2024 at the offices of Allen Overy Shearman Sterling LLP at One Bishops Square, London E1 6AD, United Kingdom, has been given to Senior Bondholders in accordance with the conditions of the Senior Bonds. The Meeting will commence at 10:00 a.m. (London time).


Senior Bondholders may choose to attend the relevant Meeting or make other arrangements to be represented at the relevant Meeting in accordance with the provisions for meetings of Senior Bondholders set out in the Senior Bond Trust Deed, and as described in the Notice of Meeting.


Senior Bondholders should refer to the Notice of Meeting for full details of the procedures in relation to the Meeting."


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