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Solar Financing 2012 (16LO)

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Tuesday 16 April, 2019

Solar Financing 2012

Notice to Noteholders

RNS Number : 3436W
Solar Financing 2012-1 Plc
16 April 2019
 

NOTICE TO NOTEHOLDERS

SOLAR FINANCING 2012-1 PLC
(Registered in England and Wales under number 8212154)
(the "Issuer")


£40,000,000 Secured RPI-Linked Notes due 2039
(the "Notes")

NOTICE IS HEREBY GIVEN AS FOLLOWS:

We refer to the listing particulars dated 9 November 2012 in relation to the Notes. Capitalised terms not otherwise defined in this notice shall have the meanings given to them in such listing particulars.

We refer to the Notice to Noteholders dated 10 July 2018 (the "July 2018 Notice"), which stated that on or before 6 July 2018, the corporate group of which the Borrowers form part had completed a restructuring and reorganisation exercise and that the waivers and consents granted by the transaction parties in connection with such exercise was subject to the condition subsequent that certain amendments to the Borrower Loan Agreement and other Transaction Documents and certain other steps are implemented by 4 October 2018, as outlined in such notice (together, the "Required Amendments & Steps").

We refer to the further Notice to Noteholders dated 23 January 2019, which stated that the deadline for implementing the Required Amendments & Steps had been extended to the date falling 210 days after 3 July 2018, being 29 January 2019.

On 9 April 2019, pursuant to a deed of variation (the "Deed of Variation"), the deadline for implementing the Required Amendments & Steps was further extended to the date falling 280 days after 3 July 2018, being 9 April 2019.

The Required Amendments & Steps have now been implemented, with certain variations (as approved by the sole Noteholder, acting by way of written resolution). Such variations include the following:

(a)        whereas the July 2018 Notice contemplates a reduction in the rate of interest on the Loan and the Notes by 0.15 per cent per annum, the rate of interest on the Loan and the Notes has in fact been reduced from 3.61 per cent. per annum to 3.45 per cent. per annum; and

(b)        whereas the July 2018 Notice contemplates the establishment of reserves for both (i) the maintenance, repair and replacement of the Solar Park inverters and (ii) the maintenance repair and replacement of the Solar Parks more generally, the former reserve has now been established but it has been agreed among the parties to the transaction that the latter will not be established.

In connection with the matters set out in this notice and at the direction of the sole Noteholder acting by way of written resolution, the Issuer has entered into:

(a)        a consent letter in relation to the implementation of the Required Amendments & Steps;

(b)        deeds of amendment and restatement in relation to the Borrower Loan Agreement, the Direct Agreement (EPC and TES Contracts) and the Master Definitions Schedule;

(c)        a supplemental Borrower Deed of Charge;

(d)        a supplemental Trust Deed;

(e)        an amended and restated corporate services fee letter; and

(f)        the Deed of Variation.

 

SOLAR FINANCING 2012-1 PLC

 

Dated: 16 April 2019

For further information, please contact:

Solar Financing 2012-1 PLC

Attention:        The Directors

e-mail:             [email protected]

NOTHING IN THIS NOTICE CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.


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