PR Newswire
MOSCOW, November 16, 2016
MOSCOW, November 16, 2016 /PRNewswire/ --
ISIN: XS0850393264, Common Code: 085043188, CUSIP: 117381AA1
(the "2017 Notes", holders of these as the "Noteholders")
of
Brunswick Rail Finance Designated Activity Company (the "Issuer")
On behalf of certain Noteholders (the "Group")
We refer to the press release dated 1 November 2016, in which it was announced that Proxima
Capital Group ("Proxima") had been retained as the exclusive financial adviser to the ad-hoc shareholders committee of Brunswick
Rail Ltd (the "Company") and would be commencing a marketing process for potential investors to acquire up to 100% of the
Company's equity.
The Group notes that any sale of a majority of the Company's equity interests is likely to constitute a Change of Control
under the Notes and would give rise to a Change of Control Put Option whereupon each Noteholder will have the option to require
the Issuer to redeem all or any part of their Notes at 101 percent of their principal amount together with accrued and unpaid
interest and Step-Up Interest (if any).
All parties interested in acquiring the shares of the Company should therefore be aware that within 30 calendar days of the
Change of Control occurring, the Issuer will be obliged to give notice to the Trustee and the Noteholders specifying the details
relating to the occurrence of the Change of Control and the procedure whereby the Noteholders are able to exercise the Change of
Control Put Option.
Furthermore, the Group would also like to make clear that the restructuring proposal made by the Group to the Company on
22 June 2016 was rejected by the Company and is no longer available. As stated in the Group's
letter to the Company dated 25 October 2016, the Group is unwilling to consent to any restructuring
proposal which contemplates a reduction in the nominal amount of the Notes.
If the Noteholders have any questions with regard to the Group's position, we invite Noteholders to contact the Group's
financial and legal advisers using the contact details set forth below:
PJT Partners
+44(0)20-3650-1100
Martin Gudgeon / Sam Whittaker
Gudgeon@pjtpartners.com
Whittaker@pjtpartners.com
Shearman & Sterling
Tel: +44(0)20-7655-5000
Solomon J. Noh / Clifford Atkins
solomon.noh@shearman.com
clifford.atkins@shearman.com
