Travelex Announces Consent Solicitation Relating to its Outstanding Notes

04 Jun 2014

 LONDON, June 4, 2014 – Travelex Holdings Limited (“Travelex”) today announced that its subsidiary, Travelex Financing plc (the “Issuer”), will solicit consents from holders of the Issuer’s £200,000,000 aggregate principal amount 8% Senior Secured Notes due 2018 and £150,000,000 aggregate principal amount of Floating Rate Senior Secured Notes due 2018 (together, the “Notes”) to approve amendments (the “Proposed Amendments”) to and to waive (the “Proposed Waivers”) certain provisions of the indenture governing the Notes.


The Proposed Amendments and the Proposed Waivers are sought in connection with the proposed acquisition of 100% of the shares in Travelex Holdings Limited by UTX Holdings Limited (the “Purchaser”), a company wholly-owned by BRS Ventures & Holdings Limited pursuant to a share and purchase deed (the “SPD”) entered into on May 23, 2014 among Apax WW Nominees Limited and certain other sellers named therein (collectively, the “Sellers”) and the Purchaser (the “Acquisition”). BRS Ventures & Holdings Limited is a company majority-owned by Dr. Bavaguthu Raghuram Shetty with minority stakes held by His Excellency Saeed Bin Butti Al Qubaisi and Mr Khalifa Bin Butti Omeir Al Muhairi.
Following the Acquisition, Travelex will continue with its stated growth strategy of: increasing depth through expansion of distribution channels and product range; increasing breadth through new country entry; developing the payments business; and building on its scale advantages. Following the Acquisition, Peter Jackson, Chief Executive Officer of Travelex, will continue to lead the company.


The adoption of the Proposed Amendments and the Proposed Waivers, with respect to the Notes requires the consents of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class.
Following receipt of consents of the holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class, a supplemental indenture with respect to the Notes will be executed. The Proposed Waivers will become operative upon the execution of the Supplemental Indenture. The Proposed Waivers would waive holders’ right to require the Issuer to repurchase such holder’s Notes in connection with the Acquisition and would waive all other defaults that might result from the Acquisition.


The Proposed Amendments will become effective upon the execution of the supplemental indenture but such Proposed Amendments become operative only upon the consummation of the Acquisition. The Proposed Amendments would amend the definition of “Specified Change of Control Event” in the Indenture to reflect the post-Acquisition ownership of the Issuer and Travelex and to deem the Acquisition a Specified Change of Control Event.
The Issuer currently anticipates that it will meet the financial tests included in the definition of “Specified Change of Control Event”. The Issuer is seeking the consents to eliminate any uncertainty resulting from the significant period of time that will elapse before the Acquisition is completed by deeming the Acquisition a Specified Change of Control Event for the purposes of the Indenture.


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 Notes held by each holder of the Notes who has validly delivered, and not validly revoked, a consent received by the Tabulation Agent prior to the Expiration Time (as such term is defined in the consent solicitation statement).


The cash payment will be made in two installments, the first being 50% of the cash payment, which represents payments for the Proposed Waivers, and the second being the remaining 50% of the cash payment which represents payment for the Proposed Amendments. Payments related to the Proposed Waivers will be made at the Effective Time. Payments related to the Proposed Amendments will be made on or prior to the consummation of the Acquisition. If the Proposed Amendments and the Proposed Waivers are approved by the holders representing a majority in 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 June 17, 2014. 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 Deutsche Bank AG, London Branch, at +44 20 7547 5000 or xchange.offer@db.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 and the Proposed Waivers. Any persons with questions regarding the consent solicitation should contact the Solicitation Agent, BofA Merrill Lynch, at +44 20 7995 3715 or john.m.cavanagh@baml.com; or +44 20 7996 0867 or karl.bystedtwikblom@baml.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 or the Proposed Waivers. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.


Forward-Looking Statements


Travelex 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 Travelex’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. Travelex 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 Irish law, or give rise to or require a prospectus in a European Economic Area member state which has implemented the prospectus directive.


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:
BofA Merrill Lynch
Attn: John Cavanagh, +44 20 7995 3715
john.m.cavanagh@baml.com
Karl Bystedt Wikblom, +44 20 7996 0867
karl.bystedtwikblom@baml.com

The Tabulation Agent and the Information Agent:
Deutsche Bank AG, London Branch
+44 20 7547 5000
E-mail: xchange.offer@db.com
Attention: Debt & Agency Services

Travelex Investor Relations:
Neil.cook@travelex.com
+44 (0) 20 7400 4000

Media Contacts:
Tulchan
Peter Hewer
+44 20 7353 4200

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