IRISH STOCK EXCHANGE ANNOUNCEMENT. For Immediate Release 15 December 2015

Transcription

1 IRISH STOCK EXCHANGE ANNOUNCEMENT For Immediate Release 15 December 2015 To: The Noteholders Dear Sirs, Versailles CLO M.E. I P.L.C. 7,500,000 Class S Senior Floating Rate Notes due 2023 (ISIN: XS ) 102,750,000 Class A-1-D Senior Delayed Draw Floating Rate Notes due ,300,000 Class A-1-T Senior Secured Floating Rate Notes due 2023 (ISIN: XS ) 33,000,000 Class A-2 Senior Variable Funding Floating Rate Notes due 2023 (ISIN: XS ) 22,500,000 Class B Senior Secured Floating Rate Notes due 2023 (ISIN: XS ) 18,000,000 Class C Deferrable Secured Floating Rate Notes due 2023 (ISIN: XS ) 12,200,000 Class D Deferrable Secured Floating Rate Notes due 2023 (ISIN: XS ) 14,000,000 Class E Deferrable Secured Floating Rate Notes due 2023 (ISIN: XS ) (the Rated Notes ) 32,250,000 Subordinated Notes due 2023 (ISIN: XS )(the Subordinated Notes ) (the Rated Notes and the Subordinated Notes are together, the Notes ) Pursuant to Condition 7(b)(iii) (Terms and Conditions of Redemption at the Option of the Noteholders) and Clause 12.2 (Optional Redemption) of the Collateral Management Agreement, notice is hereby given that the Collateral Administrator has made the determination and calculations attached as set out below: (a) (b) (c) (d) (e) determined the aggregate principal amount of the Notes of each Class Outstanding to be redeemed and repaid on the relevant Redemption Date; calculated the Interest Amounts in respect of the Notes of each Class (save for the Subordinated Notes) to be redeemed and repaid; calculated the Redemption Prices of each Class of Notes; calculated the applicable Redemption Threshold Amount no later than 17 Business Days prior to the applicable Redemption Date; and calculated amounts payable on the applicable Redemption Date pursuant to Condition 3(c) (Priorities of Payment). The relevant calculations are attached as Schedule 1 (Collateral Administrator CAA Calculation Confirmation) to this notice. In accordance with normal practice, the Trustee expresses no opinion on the merits of the matters set out in this notice but has authorised it to be stated that it has no objection to this notice being submitted for consideration.

2 Terms not defined in this notice shall have the meaning given to them in the terms and conditions of the Notes. Versailles CLO M.E. I P.L.C. 4th Floor, Hanover Building Windmill Lane, Dublin 2, Ireland Tel: co.sec.dublin@bnymellon.com Attention: The Directors THE ABOVE ANNOUNCEMENT IS A COMMUNICATION TO THE MARKET. NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. THIS ANNOUNCEMENT HAS BEEN DELIVERED TO YOU ON THE BASIS THAT YOU ARE A PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT MAY BE LAWFULLY DELIVERED IN ACCORDANCE WITH THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED AND YOU MAY NOT, NOR ARE YOU AUTHORISED TO, DELIVER THIS ANNOUNCEMENT TO ANY OTHER PERSON. THE DISTRIBUTION OF THIS ANNOUNCEMENT IN JURISDICTIONS MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. 2

3 Schedule 1 (Collateral Administrator CAA Calculation Confirmation) EXECUTION COPY 14 December 2015 To: And to: And to: Cc: Cc: Cc: The Noteholders Versailles CLO M.E. I P.L.C. 4 th Floor, Hanover Building Windmill Lane, Dublin 2, Ireland Tel: co.sec.dublin@bnymellon.com Attention: The Directors (the Issuer ) BNY Mellon Corporate Trustee Services Limited One Canada Square London E14 5AL stmg@bnymellon.com (the Trustee ) The Bank of New York Mellon (the Principal Paying Agent ) The Bank of New York Mellon (Luxembourg) S.A. (the Registrar ) BNP Paribas Asset Management S.A.S. 1 Boulevard Haussmann Paris France boris.demonet@bnpparibas.com Attention: Boris Demonet (the Collateral Manager ) Dear Sirs Versailles CLO M.E. I P.L.C. 7,500,000 Class S Senior Floating Rate Notes due 2023 (ISIN: XS ) 102,750,000 Class A-1-D Senior Delayed Draw Floating Rate Notes due ,300,000 Class A-1-T Senior Secured Floating Rate Notes due

4 (ISIN: XS ) 33,000,000 Class A-2 Senior Variable Funding Floating Rate Notes due 2023 (ISIN: XS ) 22,500,000 Class B Senior Secured Floating Rate Notes due 2023 (ISIN: XS ) 18,000,000 Class C Deferrable Secured Floating Rate Notes due 2023 (ISIN: XS ) 12,200,000 Class D Deferrable Secured Floating Rate Notes due 2023 (ISIN: XS ) 14,000,000 Class E Deferrable Secured Floating Rate Notes due 2023 (ISIN: XS ) (the Rated Notes ) 32,250,000 Subordinated Notes due 2023 (ISIN: XS )(the Subordinated Notes ) (the Rated Notes and the Subordinated Notes are together, the Notes ) We refer to Condition 7(b)(iii) (Terms and Conditions of Redemption at the Option of the Noteholders) and Clause 12.2 (Optional Redemption) of the Collateral Management Agreement. We have: (a) (b) (c) determined the aggregate principal amount of the Notes of each Class Outstanding to be redeemed and repaid on the relevant Redemption Date (as set out in Schedule 1); calculated the Interest Amounts in respect of the Notes of each Class (save for the Subordinated Notes) to be redeemed and repaid (as set out in Schedule 2); calculated the Redemption Prices of each Class of Notes (as set out in Schedule 3); (d) calculated the applicable Redemption Threshold Amount no later than 17 Business Days prior to the applicable Redemption Date (as set out in Schedule 4); (e) calculated amounts payable on the applicable Redemption Date pursuant to Condition 3(c) (Priorities of Payment) (as set out in Schedule 5). On receipt of this certificate, we request that the Issuer, based on the certification of the Collateral Manager, certifies to the Trustee that the Expected Net Proceeds will equal to or exceed the applicable Redemption Threshold Amount, pursuant to and in accordance with Condition 7(b)(iii) (Terms and Conditions of Redemption at the Option of the Noteholders) and Clause 26.1 (Liquidation of Collateral upon Optional Redemption of Notes) of the Collateral Management Agreement. Terms not defined in this certificate shall have the meaning given to them in the terms and conditions of the Notes and the Collateral Management Agreement, as applicable. 4

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6 Schedule 1 Aggregate Principal Amount of Notes of Each Class Outstanding NOTE ISIN NOMINAL Class D Deferrable Secured Floating Rate Notes XS ,805, Class E Deferrable Secured Floating Rate Notes XS ,713,

7 Schedule 2 Interest Amounts NOTE RATE DAYS INTEREST Class D Deferrable Secured Floating Rate Notes % Act/360 61, Class E Deferrable Secured Floating Rate Notes % Act/ ,

8 Schedule 3 Redemption Prices of Each Class of Notes NOTE ISIN REDEMPTION PRICE Class D Deferrable Secured Floating Rate Notes XS Class E Deferrable Secured Floating Rate Notes XS

9 Schedule 4 Redemption Threshold Amount EURO PAYMENT Redemption Threshold Amount 21,389,

10 Schedule 5 Amounts which Rank in Priority Application Of Cash Proceeds Euro Payment Expenses 567, Class D Interest 61, Class D Principal 7,805, Class E Interest 242, Class E Principal 12,713,