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TCS Finance D.A.C - Consent Solicitation - Notice of Adjourned Meetings

23 FEBRUARY 2023


Full announcement(s) via Euronext.


TCS Finance D.A.C. (the “Issuer”)

NOTICE OF ADJOURNED MEETING of the holders of outstanding U.S.$300,000,000 11.002 per cent. Perpetual Callable Loan Participation Notes


NOTICE IS HEREBY GIVEN that as a meeting the holders of the Notes (the “Noteholders”) held virtually by teleconference (using a video enabled platform) on 22 February 2023 at 4:00 p.m. (London time) (the “Original Meeting”) was adjourned due to a lack of quorum, pursuant to the provisions of Schedule 4 (Provisions for Meetings of The Noteholders) of the trust deed dated 15 June 2017 between the Issuer and the Trustee, as amended on 2 August 2022 (the (“Trust Deed”), an adjourned meeting (the “Adjourned Meeting”) of the Noteholders convened by the Issuer will be held virtually by teleconference (using a video enabled platform) on 9 March 2023 4:00 p.m. (London time) for the purpose of considering and, if thought fit, passing the General Amendments Extraordinary Resolution and the Call Option Extraordinary Resolution.


Voting deadline for submitting the Voting Instructions is 4:00 p.m. (London time) on 7 March 2023.


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TCS Finance D.A.C. (the “Issuer”)

NOTICE OF ADJOURNED MEETING of the holders of outstanding U.S.$600,000,000 6.0 per cent. Perpetual Callable Loan Participation Notes


NOTICE IS HEREBY GIVEN that as a meeting the holders of the Notes (the “Noteholders”) held virtually by teleconference (using a video enabled platform) on 22 February 2023 at 5:00 p.m. (London time) (the “Original Meeting”) was adjourned due to a lack of quorum, pursuant to the provisions of Schedule 4 (Provisions for Meetings of The Noteholders) of the trust deed dated 20 September 2021 between the Issuer and the Trustee, as amended on 2 August 2022 (the (“Trust Deed”), an adjourned meeting (the “Adjourned Meeting”) of the Noteholders convened by the Issuer will be held virtually by teleconference (using a video enabled platform) on 9 March 2023 5:00 p.m. (London time) for the purpose of considering and, if thought fit, passing the General Amendments Extraordinary Resolution and the Call Option Extraordinary Resolution.


Voting deadline for submitting the Voting Instructions is 5:00 p.m. (London time) on 7 March 2023.

 

7 February 2023. TCS Finance D.A.C. announces Consent Solicitation for its outstanding U.S.$600,000,000 6.0 per cent. Perpetual Callable Loan Participation Notes and U.S.$300,000,000 11.002 per cent. Perpetual Callable Loan Participation Notes.


07 FEBRUARY 2023


Full announcement via Euronext.


TCS Finance D.A.C. (the “Issuer”) today announces a solicitation (the “Consent Solicitation”) to consider and, if thought fit, pass the Extraordinary Resolutions in favour of the Amendments (as defined in the Consent Solicitation Memorandum) on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 7 February 2023 (the “Consent Solicitation Memorandum”). The Consent Solicitation begins on the date of the Consent Solicitation Memorandum. The Voting Deadline (as defined below) for Consent Solicitation is 4:00 p.m. (London time) on 20 February 2023 (as may be extended).


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"Rationale for the Consent Solicitation


Following the escalation of the Russia-Ukraine conflict, the U.S., the EU, the UK and certain other countries have launched against Russia an unprecedented expansion of coordinated sanctions and trading restrictions, including, among others, new regional embargoes, full blocking sanctions on companies and individuals, sovereign debt restrictions and other sanctions targeting a number of Russian individuals and entities.


Although the international payments infrastructure currently makes it almost impossible for the Issuer and the Bank to perform their respective obligations under the Notes and the Loan and to uphold the rights and interest of all Noteholders, the Group endeavours to undertake any steps necessary and utilise all means possible to further service the debt under the Notes.


The Bank and the Issuer believe that the Amendments would give more flexibility to adapt the existing structure to unpredictably changing regulatory and sanctions environment and avoid obstacles in servicing the Issuer’s obligations under the Notes and, therefore, would be in the best interests of the Noteholders. However, the Issuer and the Bank intend to implement the new payment and cancellation provisions proposed as the Amendments only in case they are unable to perform their respective obligations in accordance with procedures and in a manner stipulated in the Trust Deeds prior to the date when the Amendments came into effect."

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