Publication of Amended and Restated Final Terms

MRG Finance UK PLC

25 October 2023

 

Regulatory Announcement

MRG Finance UK plc

25 October 2023

Notice to Noteholders of Result of the adjourned Meeting and publication of amended and restated final terms

NOTICE

MRG Finance UK plc (the "Issuer")
€50,000,000 8.75 per cent Notes due 2023
 (the "Series 1 Notes")
of MRG Finance UK plc

issued under a £300,000,000 Euro Medium Term Note Programme

and guaranteed by Monaco Resources Group S.A.M. (now known as Sonel Investments S.A.M.)

Adjourned Meeting of the holders of the €50,000,000 8.75 per cent. Notes due 2023 of the Issuer convened for 11.00 a.m. (London time) on 25 October 2023 and held virtually (the "Adjourned Meeting")

NOTICE IS HEREBY GIVEN to the holders of the above Series 1 Notes that, at the Adjourned Meeting of such holders held on 25 October 2023 at 11:00 a.m. (London time) virtually, the following extraordinary resolution set out in the Notice of Adjourned Meeting dated 11 October 2023 (the "Extraordinary Resolution") previously notified to the holders of Series 1 Notes in accordance with the terms of the Trust Deed (as defined below) for such Series 1 Notes was duly passed as follows.

Extraordinary Resolution: passed.

Holders of the Series 1 Notes are informed that pursuant to a supplemental trust deed dated 25 October 2023 between, amongst others, the Issuer and U.S. Bank Trustees Limited, the Final Terms applicable to the Series 1 Notes have been amended and restated (the "Amended and Restated Final Terms") following the passing of the Extraordinary Resolution.

The Issuer has today published the Amended and Restated Final Terms and submitted them to the London Stock Exchange. They are available to view at http://www.rns-pdf.londonstockexchange.com/rns/2857R_1-2023-10-25.pdf.

Any capitalised term used but not otherwise defined herein shall have the meaning given to it in the Trust Deed dated 25 June 2018 made between (among others) the Issuer and U.S. Bank Trustees Limited.

This Notice is given by:

MRG Finance UK plc

DISCLAIMER - INTENDED ADDRESSEES

IMPORTANT: You must read the following before continuing: The following applies to the Amended and Restated Final Terms available by clicking on the link above, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Amended and Restated Final Terms. In accessing the Amended and Restated Final Terms, you agree to be bound by the following terms and conditions, including any modifications to them, any time you receive any information from us as a result of such access.

Please note that the information contained in the Prospectus dated June 25, 2018 and the Amended and Restated Final Terms may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Amended and Restated Final Terms is not addressed.  Prior to relying on the information contained in the Amended and Restated Final Terms you must ascertain from the Prospectus, as supplemented by these Amended and Restated Final Terms, whether or not you are part of the intended addressees of the information contained therein.

THE AMENDED AND RESTATED FINAL TERMS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE AMENDED AND RESTATED FINAL TERMS MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE AMENDED AND RESTATED FINAL TERMS IN WHOLE OR IN PART IS PROHIBITED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

NOTHING IN THIS ELECTRONIC PUBLICATION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

Your right to access this service is conditional upon complying with the above requirement.

 

END