16 July 2024

 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF SENIOR NOTEHOLDERS. IF SENIOR NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (IF THEY ARE LOCATED IN THE UNITED KINGDOM), OR FROM OTHER APPROPRIATELY AUTHORISED INDEPENDENT PROFESSIONAL ADVISERS (IF THEY ARE LOCATED OUTSIDE OF THE UNITED KINGDOM).

 

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SENIOR NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE SENIOR NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE SENIOR NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

 

If you have recently sold or otherwise transferred your entire holding(s) of Senior Notes referred to below, you should immediately forward this notice to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

 

THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (AS AMENDED) (“EU MAR”) AND REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (“EUWA”) AND AS FURTHER AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (“UK MAR” AND, TOGETHER WITH EU MAR, “EU/UK MAR”).

 

PPC ZEUS DESIGNATED ACTIVITY COMPANY

(a designated activity company incorporated with limited liability in Ireland under registered number 671216)

(the “Issuer”)

 

NOTICE OF AMENDMENTS

 

to the holders of

€325,020,000 Fixed Rate Asset Backed Notes due 2028 (ISIN: XS2269203316) (the “Senior Notes”)

 

This announcement is released by the Issuer and may contain inside information for the purposes of Article 7 of EU/UK MAR, encompassing information relating to the Senior Notes described above. For the purposes of EU/UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, including as it forms part of assimilated law in the UK by virtue of the EUWA, this announcement is made by the Directors of the Issuer.

 

We refer to: (i) the note trust deed dated 9 April 2021, constituting the Senior Notes and made between the Issuer and Citibank N.A., London Branch (as “Note Trustee”) (including the terms and conditions of the Senior Notes set out in Schedule 3 (Terms and Conditions of the Senior Notes) thereto (the “Conditions”)), as amended most recently pursuant to a deed of amendment and restatement dated 27 July 2023 and made between, among others, the Issuer, Public Power Corporation S.A. (as “Seller”) and Citibank N.A., London Branch (as “Security Trustee”) (the “July 2023 Amendment Deed”), and as may be further amended, restated and/or supplemented from time to time (the “Note Trust Deed”) and
(ii) the master definitions and framework deed dated 9 April 2021, and made between, among others, the Issuer, the Seller and the Security Trustee, as amended most recently pursuant to the July 2023 Amendment Deed and as may be further amended, restated and/or supplemented from time to time (the “Master Definitions and Framework Deed”). Capitalised terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Note Trust Deed and/or Master Definitions and Framework Deed.

 

The Issuer hereby announces that:

1. on 16 July 2024, the Senior Noteholders passed a Written Resolution approving the Extended Revolving Period in accordance with the requirements of paragraph (b) of the definition of “Revolving Period” in the Master Definitions and Framework Deed, such Extended Revolving Period to take effect on and from the Initial Revolving Period Last End Date in accordance with the requirements of the Master Definitions and Framework Deed; and
2. it has entered into a deed of amendment relating to the Note Trust Deed and the Master Definitions and Framework Deed (the “Deed of Amendment”) dated 16 July 2024 between, amongst others, the Issuer, the Note Trustee and the Security Trustee in which it has (i) amended Condition 5.3 (Redemption at the option of the Junior Noteholders) of the Note Trust Deed to extend the requirement for the Issuer to pay the Prepayment Fee in accordance with any redemption thereunder until the expiry of the Extended Revolving Period Last End Date, and (ii) amended the definition of “Qualco Business Plan” under the Master Definitions and Framework Deed in order to reflect a revised Qualco Business Plan entered into on or about the date hereof.

 

This notice does not constitute an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities in any jurisdiction.

 

This notice and any non-contractual obligations arising out of or in connection with this notice will be governed by and construed in accordance with English law.

 

No person has been authorised to give information, or to make any representation in connection therewith, other than as contained herein. The delivery of this notice at any time does not imply that the information in it is correct as at any time subsequent to its date.

 

For further information, please contact the Issuer at the address below.

PPC Zeus Designated Activity Company

Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Ireland

 

Attention: The Directors
Email: Ireland@wilmingtontrust.com
Tel: +353 1 6125550

 

 

PPC ZEUS DESIGNATED ACTIVITY COMPANY