MAGNOLIA (BC) S.A.
4 rue Lou Hemmer
L-1748 Luxembourg
Luxembourg
Notice of Redemption of 9.00% Senior Secured Notes due 2020
ISIN: XS0955023931 (Regulation S) and XS0955017297 (Rule 144A)
Common Code: 095502393 (Regulation S) and 095501729 (Rule 144A)
On May 20, 2016, Magnolia (BC) S.A. (the "Issuer") delivered the attached conditional
notice of redemption in full of its 9.00% Senior Secured Notes due 2020 (the "Notes").
The Issuer anticipates that the Condition Precedent (as defined in the attached notice) will be satisfied on
May 31, 2016 (the "Redemption Date"). The redemption price for the Notes, including principal,
Applicable Premium and accrued and unpaid interest to, but not including, the Redemption Date, will be €354,362,125.85.
After giving effect to the redemption on the Redemption Date, the aggregate principal amount of the Notes outstanding will be
€0.
Notice of Conditional Redemption
Magnolia (BC) S.A.
(the "Issuer")
9.00% Senior Secured Notes due 2020 (the "Senior Secured Notes")
ISIN: XS0955023931 (Regulation S) and XS0955017297 (Rule 144A)
Common Code: 095502393 (Regulation S) and 095501729 (Rule 144A)
Redemption Date: May 31, 2016
Notice is hereby given pursuant to
paragraph 5(d) of the Senior Secured Notes and Section 3.01 of the indenture (the "Indenture") dated July
31, 2013 among the Issuer, U.S. Bank Trustees Limited, as trustee (the "Trustee") and security agent,
Elavon Financial Services Limited, UK Branch as principal paying agent (the "Paying Agent") and Elavon
Financial Services Limited, as registrar, that the Issuer has elected to redeem 100% of the outstanding principal amount of the
Senior Secured Notes issued under the Indenture on the Redemption Date (as defined below) pursuant to Section 3.03 of the
Indenture, subject to the satisfaction or waiver of the Issuer's own Condition Precedent (as defined below).
This notice of conditional redemption is given in connection with the anticipated initial public offering and
listing of the shares of Maisons du Monde S.A. (the "Company"), the direct subsidiary of the Issuer,
which is expected to occur on May 31, 2016 (the "Listing"), simultaneously with the redemption of the
Senior Secured Notes.
The terms and conditions of the redemption
are as follows:
A. The redemption date for the Senior Secured Notes will be May 31, 2016 (the "Redemption Date"), simultaneously with the Listing. The record date on which any holder of Senior Secured Notes must
hold any Senior Secured Notes to be entitled to the Redemption Price (as defined below) will be May 30, 2016.
B. The redemption price of the Senior Secured Notes (the "Redemption
Price") will be equal to 100% of the principal amount of the Senior Secured Notes, plus the Applicable Premium, plus
accrued and unpaid interest from February 1, 2016 (the last Interest Payment Date for which interest on the Senior Secured Notes
was paid) to, but not including, the Redemption Date, and Additional Amounts, if any.
C. To collect the Redemption Price, the Senior Secured Notes called for redemption must be
surrendered to Elavon Financial Services Limited, UK Branch, in its capacity as Paying Agent, at
5th Floor, 125 Old Broad Street, London EC2N 1AR, United Kingdom, Attention: MBS Relationship
Management.
D. 100% of the then outstanding principal amount of the Senior Secured Notes shall be redeemed on the
Redemption Date. The aggregate principal amount of Senior Secured Notes to be redeemed on the Redemption Date shall be
€325,000,000, and the aggregate principal amount of Senior Secured Notes to be outstanding after the redemption shall be
€0.
E. Unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited
from making such payment pursuant to the terms of the Indenture, relevant Applicable Premium, interest and Additional Amounts, if
any, on the Senior Secured Notes called for redemption shall cease to accrue on and after the Redemption Date.
F. The ISIN and Common Code numbers of the Senior Secured Notes being redeemed are as set forth
above. No representation is made as to the correctness or accuracy of the ISINs or Common Codes listed in this Notice of
Conditional Redemption or printed on the Senior Secured Notes.
G. The Senior Secured Notes will be redeemed in accordance with paragraph 5(d) (Optional
Redemption) of the Senior Secured Notes and Article III of the Indenture.
H. No representation is made as to the correctness or accuracy of the ISINs or Common Codes listed in
this Notice of Conditional Redemption or printed on the Senior Secured Notes.
I. The Issuer's obligation to redeem any of the Senior Secured Notes on the Redemption Date
is conditioned upon (i) the occurrence of the Listing on the Redemption Date and (ii) the receipt of funds on the Redemption Date
in an amount sufficient, together with cash on hand in an amount satisfactory to the Issuer and the Company, to pay the
Redemption Price for the Senior Secured Notes, all other sums payable under the Indenture on or prior to the Redemption Date and
all related expenses (together, the "Condition Precedent"). Accordingly, none of the Senior Secured Notes
shall be deemed due and payable on the Redemption Date unless and until the Condition Precedent is satisfied or waived by the
Issuer. The Issuer will inform holders of Senior Secured Notes by press release at least one day prior to the Redemption Date as
to whether the Condition Precedent will be satisfied or waived. If the Condition Precedent is not satisfied or waived, any Senior
Secured Notes previously surrendered to the Paying Agent shall be returned to the holders thereof.
Terms used but not defined herein have the meanings ascribed to them in the Indenture.
Any questions regarding this Notice of Conditional Redemption should be directed to the Issuer at:
Magnolia (BC) S.A.
4 rue Lou Hemmer
L-1748 Luxembourg,
Luxembourg
Issued by: Magnolia (BC) S.A.
Dated: May 20, 2016
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange