Holdco B147402 S.A. (formerly VIC Properties S.A.): Update on the Consent Solicitation Process – Results of Noteholders' Meeting held on 11 October

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS ANNOUNCEMENT.

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 NOTES (EACH AS DEFINED HEREIN). IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE NOTES 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.


Holdco B147402 S.A.
(formerly VIC Properties S.A.)
(a société anonyme, governed by the laws of the Grand Duchy of Luxembourg)
(the “Issuer”)
up to EUR 100,000,000 5.000% notes due 2023
(ISIN DE000A1943D1 and German Securities Code (WKN) A1943D)
(the “Notes”)
Luxembourg, 13 October 2023.
Update on the Consent Solicitation Process – Results of Noteholders' Meeting held on 11 October
Capitalised terms used but not defined herein have the meanings given to such terms in the consent solicitation memorandum, dated 13 June 2023 where the Issuer has proposed certain amendments to the Terms and Conditions to, inter alia, amend the Redemption Date to 28 May 2029 (the “Consent Solicitation Memorandum” and the corresponding consent solicitation process, the “Consent Solicitation”).

As part of the Consent Solicitation, the Issuer held a noteholders' meeting on Wednesday, 11 October 2023 in Berlin, Germany ("Noteholders' Meeting"), the Noteholders' Meeting approved the changes to the Terms and Conditions as proposed in the Consent Solicitation Memorandum.

The formal publication of the result of the vote passed in the Noteholders' Meeting in the German Federal Gazette (Bundesanzeiger) is expected for Tuesday, 17 October 2023.


DISCLAIMER:

This announcement contains important information, which should be read carefully. This announcement is for informational purposes only, and does not purport to be an exhaustive description of all relevant terms and conditions of the German Notes and/or the Consent Solicitation. Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate.

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. None of the German Notes have 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 none of the German Notes may 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 Issuer or any of their respective directors, officers, employees, agents, representatives or affiliates of any such person, expresses any opinion about the terms of the German Notes and/or the Consent Solicitation. This announcement does not constitute or form part of, and should not be construed as, an offer for the sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any of its affiliates or any other entity.

The communication of this notice is not being made, and this notice has not been approved, by an authorised person for the purposes of Section 21 of the FSMA. Accordingly, this announcement is not being distributed to, and must not be passed on to, persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply to any member of the Group.

The distribution of this announcement may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. None of I or any other person or their respective directors, officers, employees, agents, representatives or affiliates 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.