IMPORTANT DEADLINES
A. FOR ACCOUNT HOLDERS HOLDING EXISTING NOTES VIA EUROCLEAR AND/OR CLEARSTREAM (EXCLUDING SANCTIONED PERSONS)
Custody Instructions Deadline (5:00 p.m. (New York time) on 4 December 2024):
Existing Noteholders will receive notice of the elections required by this Account Holder Letter from their respective Account Holders.
Once the Existing Noteholder has confirmed its consent to this notification, the Account Holder in Euroclear or Clearstream must submit an electronic instruction to the Information Agent (via Euroclear and/or Clearstream) by no later than the Custody Instructions Deadline. The Account Holder in Euroclear or Clearstream will receive a Custody Instruction Reference Number upon delivery of their instruction, and must include this in the Account Holder Letter submission where indicated.
Once the electronic instruction is submitted, the relevant Existing Notes will be blocked in the Clearing Systems. The block will remain in place until:
(i) if the Scheme is approved at the Scheme Meeting and sanctioned at the Sanction Hearing and the Restructuring Effective Date occurs, on the Restructuring Effective Date (with the Existing Notes being assigned and subsequently cancelled in accordance with the Scheme);
(ii) if the Scheme is not approved at the Scheme Meeting, promptly following the conclusion of the Scheme Meeting;
(iii) if the Scheme is approved at the Scheme Meeting but not sanctioned at the Sanction Hearing, promptly following the conclusion of the Sanction Hearing;
(iv) if the Scheme is approved at the Scheme Meeting and sanctioned at the Sanction Hearing, but the Restructuring Effective Date does not occur before the Longstop Date, promptly following the Longstop Date; or
(v) the Scheme otherwise terminates in accordance with Clause 9.2 (Termination) thereof.
B. FOR ALL ACCOUNT HOLDERS
Voting Instruction Deadline (5:00 p.m. (New York time) on 9 December 2024):
Part 1 to Part 4 (as applicable) of the Account Holder Letter must be submitted by no later than the Voting Instruction Deadline, being 5:00 p.m. (New York time) on 9 December 2024 in order for a Scheme Creditor to submit their vote in relation to the Scheme. Please see “The Contents of this Account Holder Letter” below for details of which of Part 1 to Part 4 should be completed depending on how the Existing Notes are held.
Account Holders are also strongly encouraged to complete Part 5 to Part 7 (as applicable) of this Account Holder and submit the completed Account Holder Letter to the Information Agent by the Voting Instruction Deadline, being 5:00 p.m. (New York time) on 9 December 2024 in order to make their elections in relation Scheme Consideration and participation in the New Notes. However, the final deadline for submitting Part 5 to Part 7 is the Election Deadline at 5.00pm (New York time) on the third (3rd) Business Day following the date of the Scheme Meeting (currently expected to be 16 December 2024). Any Part 5, Part 6 to Part 7 of any Account Holder Letter that is submitted prior to the Election Deadline may be amended or superseded up until the Election Deadline by the submission of a new validly completed Account Holder Letter.
If you do not submit a validly completed Account Holder Letter to the Information including Part 5 to Part 7 (as applicable) prior to the Election Deadline and as such, fail to elect to either to (i) participate in the Redemption Option or the Equity Option and (ii) participate in the New Notes, you will be deemed to have selected the Redemption Option and you will only be entitled to receive your Cash Entitlement as Scheme Consideration.
THE CONTENTS OF THIS ACCOUNT HOLDER LETTER
This Account Holder Letter has seven parts:
1. Part 1: Administrative Information
1.1 This part must be completed by all Account Holders and all Existing Noteholders holding the Existing Notes through Sanctioned Custodians.
1.2 If the Account Holder is different to the Existing Noteholder, the Account Holder shall also specify the name of the Existing Noteholder on whose behalf this Account Holder Letter is being submitted. If there are multiple Existing Noteholders, a separate Account Holder Letter must be completed by an Account Holder in respect of each Existing Noteholder.
1.3 If the Account Holder and the Existing Noteholder are the same person or legal entity or if the Existing Noteholder holds the Existing Notes through Sanctioned Persons or Sanctioned Custodians, any references in this Account Holder Letter to an “Account Holder” and “Existing Noteholder” shall be treated as interchangeable.
2. Part 2: Existing Noteholder Scheme Claims
2.1 This part must be completed and signed by all Euroclear or Clearstream Account Holders (i.e., in respect of Existing Notes held via Euroclear or Clearstream) as well as all Existing Noteholders holding the Existing Notes through Sanctioned Custodians.
2.2 Where a Euroclear or Clearstream Account Holder is acting on behalf of an Existing Noteholder who is its client then the Euroclear or Clearstream Account Holder must complete and sign Part 2, Section A on behalf of that Existing Noteholder. Please sign where indicated.
2.3 Other than in the case of Existing Noteholders holding the Existing Notes through Sanctioned Custodians, A Custody Instruction Reference Number in respect of any Existing Notes that is identified in Part 2 of this Account Holder Letter must first be provided by the Euroclear or Clearstream Account Holder by submitting its Custody Instructions to the relevant Clearing System (i.e., by way of electronic instruction) by the Custody Instructions Deadline, being 5:00 p.m. (New York time) on 4 December 2024. Such Custody Instruction Reference Number must be specified in the space provided in Part 2 of this Account Holder Letter. Once the Euroclear or Clearstream Account Holder has submitted an electronic instruction, a block will apply on the trading of the relevant Existing Notes as from that time until the Restructuring Effective Date or such other date that is specified in the Explanatory Statement.
2.4 FAILURE TO INCLUDE A VALID CUSTODY INSTRUCTION REFERENCE NUMBER (WHERE APPLICABLE) WILL INVALIDATE THIS ACCOUNT HOLDER LETTER, THE VOTING INSTRUCTIONS CONTAINED IN THIS ACCOUNT HOLDER LETTER WILL BE DISREGARDED FOR THE PURPOSES OF VOTING AT THE SCHEME MEETING AND THE RELEVANT EXISTING NOTEHOLDER WILL NOT BE ENTITLED TO VOTE AT THE SCHEME MEETING.
2.5 Where an Existing Noteholder holds the Existing Notes through Sanctioned Custodians, it must complete and sign Part 2, Section B, as well as undertake not to transfer, sell or otherwise dispose of its Existing Notes until the Restructuring Effective Date or other time as specified in Part 1 paragraph 6.19 of the Explanatory Statement. Such an Existing Noteholder will not be required to provide a valid Custody Instruction Reference Number if it is unable to receive one from its Account Holder.
3. Part 3: Voting Instructions (Euroclear or Clearstream or holding through Sanctioned Custodians)
3.1 This part must be completed and signed by Euroclear or Clearstream Account Holders (i.e., in respect of Existing Notes held via Euroclear or Clearstream) as well as all Existing Noteholders holding the Existing Notes through Sanctioned Custodians.
3.2 This part must be completed by the Euroclear or Clearstream Account Holder or Existing Noteholder who wishes to vote on the Scheme. In order for the Euroclear or Clearstream Account Holder (or the Existing Noteholder, as applicable) to vote on the Scheme, this Account Holder Letter must be validly completed and submitted to the Information Agent by the Voting Instruction Deadline.
3.3 Where a Euroclear or Clearstream Account Holder (or if different, an Existing Noteholder, as applicable) or its proxy intends to attend the Scheme Meeting in person, a valid original passport or other original government issued photographic identification will be required as proof of personal identity and the passport or identification details contained therein must match those provided in Part 3 of this Account Holder Letter.
3.4 In addition, where a proxy is appointed to attend the Scheme Meeting in person and the Euroclear or Clearstream Account Holder (or the Existing Noteholder, as applicable) is a corporate person, evidence of the individual proxy's authority to attend the Scheme Meeting on behalf of the Euroclear or Clearstream Account Holder or the Existing Noteholder (for example, a valid power of attorney and/or board resolutions) will be required (unless the Chair has been selected as the proxy). If appropriate personal identification or evidence of authority is not produced, that person shall only be permitted to attend and vote at the Scheme Meeting at the discretion of the Chair.
3.5 Unless a Euroclear or Clearstream Account Holder (or if different, an Existing Noteholder) has elected the Chair as its proxy, any proxy attending the Scheme Meeting on behalf of a Euroclear or Clearstream Account Holder (or if different, an Existing Noteholder) should, prior to the Scheme Meeting, provide the Information Agent with supporting evidence of his/her appointment if the Account Holder (or if different, an Existing Noteholder) is a corporate person (i.e., evidence of such proxy’s authority).
4. Part 4: Existing Noteholder Scheme Claims and Voting Instructions (Including Sub-Proxy) (DTC)
4.1 This part must be completed and signed by DTC Participants in respect of Existing Notes held via DTC only.
4.2 This Part 4 should be completed by a DTC Participant if it (or if different, the Existing Noteholder who is its client) wishes to vote on the Scheme. In order for the DTC Participant (or the Existing Noteholder, as applicable) to vote on the Scheme, this Account Holder Letter must be validly completed and submitted to the Information Agent by the Voting Instruction Deadline. Please note that the DTC Participant’s signature must be guaranteed by an Eligible Institution.
4.3 Where a DTC Participant (or if different, an Existing Noteholder, as applicable) or its proxy intends to attend the Scheme Meeting in person, a valid original passport or other original government issued photographic identification will be required as proof of personal identity and the passport or identification details contained therein must match those provided in Part 4 of this Account Holder Letter.
4.4 In addition, where a proxy is appointed to attend the Scheme Meeting in person and the DTC Participant (or the Existing Noteholder, as applicable) is a corporate person, evidence of the individual proxy's authority to attend the Scheme Meeting on behalf of the DTC Participant or the Existing Noteholder (for example, a valid power of attorney and/or board resolutions) will be required (unless the Chair has been selected as the proxy). If appropriate personal identification or evidence of authority is not produced, that person shall only be permitted to attend and vote at the Scheme Meeting at the discretion of the Chair.
4.5 Unless a DTC Participant (or if different, an Existing Noteholder) has selected the Chair as its proxy, any proxy attending the Scheme Meeting on behalf of a DTC Participant (or if different, an Existing Noteholder) should, prior to the Scheme Meeting, provide the Information Agent with supporting evidence of his/her appointment if the DTC Participant (or if different, an Existing Noteholder) is a corporate person (i.e., evidence of such proxy's authority).
5. Part 5: Scheme Consideration Elections
Section A: Scheme Consideration Election
5.1 This section must be completed by all Account Holders or Existing Noteholders (as applicable) to elect the Scheme Consideration that they wish to receive under the Scheme. Account Holders or Existing Noteholders should indicate whether they wish to exercise the Redemption Option or Equity Option. You must select only one of the Redemption Option or Equity Option. If you do not make an election or you elect to exercise both the Redemption Option and the Equity Option you will be deemed to have elected to exercise the Redemption Option. However, if a valid Account Holder Letter is submitted by the Election Deadline, the later Account Holder Letter will supersede any prior elections.
5.2 Account Holders or Existing Noteholders who elect to participate in the Equity Option will be required to make certain securities related representations, warranties and confirmations as set out in paragraph 2 of the Status Confirmation Deed in Part 7 of this Account Holder Letter.
5.3 In order to participate in the Equity Option the applicable “know-your-customer” documentation as set out this Account Holder Letter must be completed to the satisfaction of Information Agent by the Election Deadline or else the relevant Scheme Creditor will not be permitted to participate in the Equity Option and will, by default, be deemed to have elected to participate in the Redemption Option.
Section B: Designated Recipient Nomination Form
5.4 This part must be completed by an Account Holder (or, if different, an Existing Noteholder, as applicable) if it intends to appoint one or more Designated Recipient(s) (who is not a Sanctioned Person and, to the extent the Equity Option is selected, is not a Disqualified Person) to receive any of its Scheme Consideration.
5.5 There is no requirement for any Account Holder (or, if different, Existing Noteholder, as applicable) to appoint a Designated Recipient and if you do not wish to appoint a Designated Recipient, this section should be left blank.
6. Part 6: New Notes Election Form
Section A: New Notes Election
6.1 Sections A must be completed by all Existing Noteholders (as applicable) who wish to participate in the New Notes.
6.2 Section B must be completed by an Existing Noteholder if it intends to appoint one or more Designated Recipient(s) (who is not a Sanctioned Person and is not Disqualified Person) to fund and/or receive any of its New Notes.
6.3 Existing Noteholders who elect to participate in the New Notes will be required to make certain securities related representations, warranties and confirmations as set out in paragraph 2 of the Status Confirmation Deed and pursuant to the Note Purchase and Placement Agreement.
6.4 Further, in order to participate in the New Notes, the Existing Noteholder is required to deliver a duly executed joinder to the Note Purchase and Placement Agreement in the form appended to the New Notes Election Form.
Section B: Designated Recipient Nomination Form
6.5 This part must be completed by an Existing Noteholder if it intends to appoint one or more Designated Recipient(s) (who is not a Disqualified Person) to fund and/or receive its New Notes.
6.6 There is no requirement for any Account Holder (or, if different, Existing Noteholder, as applicable) to appoint a Designated Recipient and if you do not wish to appoint a Designated Recipient, this section should be left blank.
7. Part 7: Status Confirmation Deed
7.1 This part must be completed and signed in all cases by an Existing Noteholder and its Designated Recipient(s) (if appointed). The Status Confirmation Deed must be printed in full, executed as a deed (which means it must be executed in the presence of a witness) where indicated and the scanned pdf of all of the pages of the executed Status Confirmation Deed (not only the signature page) uploaded by the Account Holder (together with the Account Holder Letter) online via the Scheme Website or by email in pdf form to grupomega@is.kroll.com.
7.2 IF A SCHEME CREDITOR WOULD LIKE TO RECEIVE ITS SCHEME CONSIDERATION AND NEW NOTES IN ACCORDANCE WITH THE IMPLEMENTATION STEPS, IT SHOULD ENSURE THAT THE STATUS CONFIRMATION DEED IS VALIDLY COMPLETED, EXECUTED AND RECEIVED BY THE INFORMATION AGENT BY THE ELECTION DEADLINE.