LONDON, November 25, 2014 – Lowell Finance Holdings Limited (“Lowell”) announces an extension of the Expiration Time and the Revocation Deadline in the consent solicitation statement dated November 11, 2014 (the “Consent Solicitation Statement”) issued by its subsidiary, Lowell Group Financing plc (the “Issuer”) with respect to the Issuer’s £275,000,000 aggregate principal amount of 10.75% Senior Secured Notes due 2019 (the “Notes”). The common codes for the Notes are 065291380 and 065291444. The international securities identification numbers for the Notes are XS0652913806 and XS0652914440.

The Consent Solicitation Statement solicits amendments (the “Proposed Amendments”) to certain provisions of the indenture governing the Notes. Capitalized terms used in this announcement and not otherwise defined herein have the meanings ascribed to them in the Consent Solicitation Statement.

The consent solicitation with respect to the Notes will now expire at 5:00 p.m. London time on December 2, 2014 (the “Extended Expiration Time”) and consents may be revoked by holders of the Notes prior to, but not on or after, the earlier of the time at which the supplemental indenture with respect to the Notes is executed (the “Effective Time”) and the Extended Expiration Time (the “Extended Revocation Deadline”).

 

Pursuant to the terms of the Consent Solicitation Statement, any consents from holders which have been validly received to date and that are not revoked prior to the Extended Revocation Deadline will remain valid.

 

The other terms of the Consent Solicitation Statement are deemed to have changed to the extent affected by the changes described herein. Except as set forth herein, all other terms described in the Consent Solicitation Statement remain unchanged. The Issuer may, in its sole discretion, terminate, further extend or amend the consent solicitation at any time as described in the Consent Solicitation Statement.

 

Copies of the Consent Solicitation Statement  may be obtained from the Tabulation and Information Agent, at +44 20 7704 0880 or lowell@lucid-is.com. Holders of the Notes are urged to review the Consent Solicitation Statement, as amended by this announcement, for the detailed terms of the consent solicitation and the procedures for consenting to the Proposed Amendments. Any persons with questions regarding the consent solicitation should contact the Solicitation Agent, J.P. Morgan Securities plc, at +44 207 1346 346 / +44 207 134 3414 or EMEA_LM@jpmorgan.com.

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement must be read in conjunction with the Consent Solicitation Statement. No recommendation is being made as to whether holders of the Notes should consent to the Proposed Amendments.

Important Information

Lowell cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Lowell’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. There can be no assurance that the transactions contemplated in this announcement will be completed. Lowell assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.

Under no circumstances shall the Consent Solicitation Statement, as amended by this announcement, constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the Notes in any jurisdiction. The consent solicitation shall not be considered an “offer of securities to the public” for purposes of the laws of any jurisdiction (including English law or Luxembourg law), or give rise to or require a prospectus in a European Economic Area member state which has implemented Directive 2003/71/EC.

The consent solicitation is not being made to, and no consents are being solicited from, holders or beneficial owners of the Notes in any jurisdiction in which it is unlawful to make such consent solicitation or grant such consents. However, the Issuer may, in its sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the consent solicitation to, and solicit consents from, persons in such jurisdiction.

Within the United Kingdom, the consent solicitation is directed only at persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) or fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“relevant persons”). The investment or investment activity to which the consent solicitation relates is only available to and will only be engaged with the relevant persons, and persons who receive the consent solicitation who are not relevant persons should not rely or act upon it.

The making of the consent solicitation and the Consent Payment, as applicable, may be restricted by law in some jurisdictions. Persons into whose possession the Consent Solicitation Statement, as amended by this announcement, comes must inform themselves about and observe these restrictions.

For further information, contact:

The Solicitation Agent:

J.P. Morgan Securities plc

+44 207 1346 346 / +44 207 134 3414

E-mail: EMEA_LM@jpmorgan.com

Attention: HY Syndicate

 

The Tabulation Agent and the Information Agent:

Lucid Issuer Services Limited

Attention: Yves Theis, +44 20 7704 0880

Email: lowell@lucid-is.com

LONDON, November 11, 2014 – Lowell Finance Holdings Limited (“Lowell”) today announced that its subsidiary, Lowell Group Financing plc (the “Issuer”), will solicit consents from holders of the Issuer’s £275,000,000 aggregate principal amount 10.75% Senior Secured Notes due 2019 (the “Notes”) to approve amendments (the “Proposed Amendments”) to certain provisions of the indenture governing the Notes (the “2012 Indenture”).

The Proposed Amendments are sought to amend certain aspects of the 2012 Indenture to conform certain provisions to the provisions of the indenture dated as of March 11, 2014 (the “2014 Indenture”), pursuant to which £115,00,000 of 5.875% Senior Secured Notes due 2019 were issued, in order (i) to streamline the terms and conditions governing all material outstanding capital markets indebtedness of Lowell and its subsidiaries (collectively, the “Group”), (ii) to facilitate the Group’s compliance with the terms and conditions of the 2012 Indenture and the 2014 Indenture and (iii) to provide the Group with the strategic flexibility available under the 2014 Indenture.

The adoption of the Proposed Amendments requires the consents of the holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class.

Following receipt of  the consents of the holders of the Notes, a supplemental indenture with respect to the Notes will be executed.

The Proposed Amendments would amend (i) the maximum level of indebtedness that may be incurred pursuant to certain clauses of the “Limitation on Indebtedness” covenant, (ii) the maximum amount of restricted payments that may be made pursuant to certain clauses of the “Restricted Payments” covenant and (iii) the definitions of “Consolidated Leverage Ratio” and of “Fixed Charge Coverage Ratio” to include in the calculation of such ratios the effects of anticipated synergies and cost savings.

Upon the terms and subject to the conditions set forth in the consent solicitation statement, the Issuer will make a cash payment of £2.50 per £1,000 in principal amount of the Notes held by each holder of the Notes (the “Consent Payment”) who has validly delivered a consent received by Lucid Issuer Services Limited, acting as the tabulation and information agent in relation to the consent solicitation (the “Tabulation and Information Agent”) prior to the Expiration Time (as defined below) and not validly revoked prior to, but not on or after, the earlier of the Effective Time (as defined below) and the Expiration Time (the “Revocation Deadline”).

The Proposed Amendments will become effective upon the execution of the supplemental indenture (the “Effective Time”) but such Proposed Amendments will become operative only upon the payment of the Consent Payment.

The Consent Payment will be made by or on behalf of the Issuer one Business Day (as defined in the 2012 Indenture) after the Expiration Time. If the Proposed Amendments are approved by the holders representing a majority in aggregate principal amount of the Notes, and a supplemental indenture is validly entered into with respect to the Notes, the supplemental indenture would bind all holders of the Notes, including those that did not give their consent, but non-consenting holders would not receive the Consent Payment. The consent solicitation is subject to the satisfaction of certain customary conditions.

The consent solicitation is being made solely on the terms and subject to the conditions set forth in the consent solicitation statement. The consent solicitation will expire at 5:00 pm London time on November 24, 2014 (such date and time as it may be extended, with respect to the consent solicitation, the “Expiration Time”). The Issuer may, in its sole discretion, terminate, extend or amend any consent solicitation at any time as described in the consent solicitation statement.

Copies of the consent solicitation statement and other related documents may be obtained from the Tabulation and Information Agent, at +44 20 7704 0880 or lowell@lucid-is.com. Holders of the Notes are urged to review the consent solicitation documents for the detailed terms of the consent solicitation and the procedures for consenting to the Proposed Amendments. Any persons with questions regarding the consent solicitation should contact the Solicitation Agent, J.P. Morgan Securities plc, at +44 207 1346 346 / +44 207 134 3414 or EMEA_LM@jpmorgan.com.

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. No recommendation is being made as to whether holders of the Notes should consent to the Proposed Amendments.

Important Information

Lowell cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Lowell’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. There can be no assurance that the transactions contemplated in this announcement will be completed. Lowell assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.

Under no circumstances shall the consent solicitation statement constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the Notes in any jurisdiction. The consent solicitation shall not be considered an “offer of securities to the public” for purposes of the laws of any jurisdiction (including English law or Luxembourg law), or give rise to or require a prospectus in a European Economic Area member state which has implemented Directive 2003/71/EC.

The consent solicitation is not being made to, and no consents are being solicited from, holders or beneficial owners of the Notes in any jurisdiction in which it is unlawful to make such consent solicitation or grant such consents. However, the Issuer may, in its sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the consent solicitation to, and solicit consents from, persons in such jurisdiction.

Within the United Kingdom, the consent solicitation is directed only at persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) or fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“relevant persons”). The investment or investment activity to which the consent solicitation relates is only available to and will only be engaged with the relevant persons, and persons who receive the consent solicitation who are not relevant persons should not rely or act upon it.

The making of the consent solicitation and the Consent Payment, as applicable, may be restricted by law in some jurisdictions. Persons into whose possession the consent solicitation statement comes must inform themselves about and observe these restrictions.

For further information, contact:

The Solicitation Agent:

J.P. Morgan Securities plc

+44 207 1346 346 / +44 207 134 3414

E-mail: EMEA_LM@jpmorgan.com

Attention: HY Syndicate

 

The Tabulation Agent and the Information Agent:

Lucid Issuer Services Limited

Attention: Yves Theis, +44 20 7704 0880

Email: lowell@lucid-is.com