VIC Properties S.A.: Notice of the Results of a Written Resolution and Amendment of the Terms and Conditions of the Bonds

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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 DOCUMENT.

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 BONDS. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE BONDS IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE BONDS 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.

VIC PROPERTIES S.A.

(a société anonyme, governed by the laws of the Grand Duchy of Luxembourg)

(the “Issuer”)

AGGREGATE HOLDINGS S.A.

(a société anonyme, governed by the laws of the Grand Duchy of Luxembourg)

 (the “Guarantor”)

EUR 250,000,000 3.00 per cent. Secured Pre-IPO Convertible Bonds due 2025 (ISIN XS1964739715)

(the “Bonds”)

Notice Of The Results Of A Written Resolution And Amendment Of The Terms And Conditions Of The Bonds

Luxembourg, 14 April 2023:

Terms defined in the terms and conditions of the Bonds shall, unless defined herein or the context otherwise requires, have the same meaning in this Notice.

Notice is hereby given to the holders of the Bonds (the “Bondholders”) that, pursuant to a Written Resolution circulated via Euroclear and Clearstream, Luxembourg on 13 April 2023 and passed on 13 April 2023 by holders representing 71 per cent. of the outstanding principal amount of the Bonds (the “Written Resolution”): (i) the terms and conditions of the Bonds were amended to reflect the extension of the “First Optional Put Date” to 30 June 2023; (ii) the exercise by any Bondholders of their redemption right pursuant to, and in accordance with, Condition 8(f) (Redemption at the Option of the Bondholders on any Optional Put Date) of the Bonds prior to the date of the Supplemental Deed (as defined below) was cancelled and revoked, and (iii) any Bonds that were subject to such exercise were unblocked in Euroclear and Clearstream, Luxembourg from the date of the Supplemental Deed (as defined below).

In accordance with the terms of the Bonds, the Written Resolution was duly approved by the requisite majority of the Bondholders and shall become binding on all Bondholders with immediate effect.

On 14 April 2023, and pursuant to the Written Resolution, the Issuer, the Guarantor and GLAS Trust Corporation Limited as trustee (the “Trustee”) entered into a supplemental deed to the Trust Deed in order to effect this amendment to the terms and conditions of the Bonds (the “Supplemental Deed”).

Copies of the supplemental trust deed amending the terms and conditions of the Bonds will be made available for inspection by or on behalf of Bondholders during normal business hours at the registered office for the time being of GLAS Trust Company LLC, as principal paying and conversion agent (being 3 Second Street, Suite 206, Jersey City, New Jersey 07311, United States of America) or by contacting project-pantheon@glas.agency, who will respond during normal business hours on a London business day.

No person has been authorised to give information, or to make any representation in connection therewith, other than as contained herein. If made or given, such recommendation or any such information or representation must not be relied upon as having been authorised by the Issuer, the Trustee or the Agents.

Terms defined in the terms and conditions of the Bonds shall, unless defined herein or the context otherwise requires, have the same meaning in this Notice.

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DISCLAIMER: This announcement contains important information which should be read carefully.  This announcement is for informational purposes only. Each Bondholder is solely responsible for making its own independent appraisal of all matters as such Bondholder deems appropriate (including those relating to the Written Resolution).

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. The Bonds have not 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 the Bonds may not 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.

Under no circumstances shall this Notice constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, the Bonds in any jurisdiction. The Notice shall not give rise to or require a prospectus in a member state of the European Economic Area or in the United Kingdom pursuant to Regulation (EU) 2017/1129, including as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

Nothing in this announcement constitutes a solicitation in any circumstances in which such solicitation is unlawful.  None of the Issuer, the Guarantor, the Trustee or any director, officer, employee, agent, representative or affiliate of any such person, expresses any opinion about the terms of the Written Resolution. 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 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 Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, this Notice 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 the Issuer or the Guarantor.

The distribution of this announcement may nonetheless be restricted by law in certain jurisdictions.  Persons into whose possession this announcement comes are required by the Issuer, the Guarantor and the Trustee, to inform themselves about, and to observe, any such restrictions.  None of the Issuer, the Guarantor, the Trustee or any director, officer, employee, agent, representative or affiliate of any such person 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.