TIDM62PH

RNS Number : 8132M

Dragon Finance B.V.

25 May 2022

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF

NOTEHOLDERS.

If Noteholders are in any doubt about any aspect of the proposals in this notice and/or the action they should take, they are recommended to seek their own financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000, as amended, (if they are in the United Kingdom) or from another appropriately authorised independent financial adviser and such other professional advisor from their own professional advisors as they deem necessary.

NOTICE OF RESULT OF MEETING TO THE HOLDERS

(THE "NOTEHOLDERS") OF THE OUTSTANDING

Class B Secured Floating Rate Notes due 2023 (ISIN: XS0116564393, Common Code: 011656439)

(the "Notes")

DRAGON FINANCE B.V.

(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and having its corporate seat in Amsterdam and its registered office at Herikerbergweg 238 Luna Arena 1101 CM, Amsterdam, The Netherlands)

(the Issuer)

NOTICE OF RESULTS OF MEETING to the holders of those of the: Class B Secured Floating Rate Notes due 2023 (ISIN: XS0116564393, Common Code: 011656439) (the Notes, and the holders thereof, the Noteholders) of the Issuer presently outstanding convened by the Notice for 25 May 2022 at 11:20 a.m. (London time) (12:20 p.m. (CET)) held via teleconference (using a video enabled platform).

Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

On 29 April 2022, the Issuer announced an invitation to the Noteholders to approve, among other things, consent to certain amendments to the terms of the Notes at a joint meeting (the Consent Solicitation).

A meeting of the Noteholders (the Meeting) was held earlier today in connection with the Consent Solicitation, and the Issuer now announces the results of the Meeting. The full terms and conditions of the Consent Solicitation were contained in the consent solicitation memorandum dated 29 April 2022 (the Consent Solicitation Memorandum) prepared by the Issuer.

At the meeting of the holders of the Notes (with an aggregate Principal Amount Outstanding of GBP30,000,000), 100% of votes received from Noteholders were in favour of the Extraordinary Resolution and 0% of votes received from Noteholders were not in favour of the Extraordinary Resolution being passed.

NOTICE IS HEREBY GIVEN to the Noteholders that, at the Meeting in respect of the Class B Notes held earlier today, the Extraordinary Resolution was duly passed, and the Extraordinary Resolutions of the Class A Notes and Class C Notes were duly passed. Accordingly, the Proposal (as defined in the Consent Solicitation Memorandum) will be implemented and the amendments will take effect on the Payment Date falling in July 2022.

Further information relating to the Consent Solicitations (including any updates thereto) can be obtained directly from the Information Agent and Tabulation Agent:

i2 Capital Markets Ltd

Kemp House, 160 City Rd

London, EC1V 2NX

United Kingdom

Telephone: +44 203 633 1212

Attention: The Directors

Email: info@i2capmark.com

DISCLAIMER

This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of the Issuer, the Trustee, the Information Agent, the Tabulation Agent and/or the Principal Paying Agent expresses any opinion about the terms of the Consent Solicitation or the Extraordinary Resolution.

In accordance with normal practice the Trustee expresses no opinion on the merits of the proposed Extraordinary Resolution, but has authorised it to be stated that it has no objection to the Extraordinary Resolution being submitted to the Noteholders for their consideration. The Trustee has not been involved in formulating the proposals in relation to the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Noteholders. Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the proposals in relation to the Extraordinary Resolution to seek their own independent financial advice.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to persons who are (i) located and resident outside the United States , its territories and possessions and who are not U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the Securities Act)) or acting for the account or benefit of any U.S. person, (ii) eligible counterparties or professional clients (each as defined in 2014/65/EU (as amended or superseded, MiFID II) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client, in each case in respect of the Notes and (iii) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation. Neither this Notice nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

For the purpose of the above paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions. Nothing in this announcement or the Consent Solicitation Memorandum constitutes or forms part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any other entity. None of the Issuer, the Trustee, the Information Agent, the Tabulation Agent and/or the Principal Paying Agent will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.

Each Noteholder is solely responsible for making its own independent appraisal of all matters (including those relating to the Consent Solicitation, the Notes, the Extraordinary Resolution and the Issuer) as such Noteholder deems appropriate in evaluating, and each Noteholder must make its own decision as to whether to consent to, the Consent Solicitation or otherwise participate in the Meeting.

The Tabulation Agent, the Information Agent and the Principal Paying Agent are the agent of the Issuer and owe no duty to any Noteholder, and do not accept any responsibility for the contents of this announcement.

Principal Paying Agent

Deutsche Bank AG, acting through its London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Trustee

The Law Debenture Trust Corporation p.l.c.,

Eighth floor, 100 Bishopsgate

London EC2N 4AG

United Kingdom

This notice is given by:

Issuer

Dragon Finance B.V.

Herikerbergweg 238, Luna Arena

1101 CM Amsterdam

The Netherlands

Dated: 25 May 2022

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END

ROMEALSSAFAAEFA

(END) Dow Jones Newswires

May 25, 2022 10:13 ET (14:13 GMT)

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Dragon Fin. 'a' (LSE:62PH)
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から 12 2023 まで 12 2024 Dragon Fin.