Pro rata right to participate in subsequent tap issues of new money notes


14 May 2021


Notice to the Holders of

Travelex Issuerco 2 Plc

£123,332,311 12.5% Senior Guaranteed Secured Notes due 2025
Regulation S Global Note – Common Code: 224845804 / ISIN: XS2248458049
Rule 144A Global Note – Common Code: 224845855 / ISIN: XS2248458551
(the “Sterling Notes”)

€4,916,280 Senior Guaranteed Secured Notes due 2025
Regulation S Global Note – Common Code: 224845693 / ISIN: XS2248456936
Rule 144A Global Note – Common Code 224845740 / ISIN XS2248457405
(the “Euro Notes”)

 

Travelex Issuerco 2 Plc (“Travelex” or the “Company”)

14 May 2021

Pro Rata Right to Participate in Subsequent Tap Issues of New Money Notes

We refer to the Company announcement dated 10 February 2021 (the “February Announcement”) and the defined terms used therein. In the February Announcement, the Company stated that the right to subscribe for any Subsequent Tap Notes attaches to the Initial Tap Notes, being the £22,597,331 additional New Money Notes issued on 25 February 2021. However, the Company has since become aware of certain administrative and trading issues subsisting as a result of the right to participate in any Subsequent Tap Issues being linked to the Initial Tap Notes (which are otherwise fungible with the original New Money Notes).

As a result, and following consultation with the beneficial holders of the New Money Notes, the Company understands that it would be preferable to allow holders of New Money Notes to participate in any tap issues of New Money Notes on a pro rata basis, calculated by reference to all New Money Notes in issue at that time. Accordingly, holders of New Money Notes will be entitled to subscribe for any Subsequent Tap Notes pro rata to their holdings of all New Money Notes (whether issued in connection with the 2020 restructuring, the Initial Tap Notes or otherwise) at the relevant time, and the requirement to notify the Company of a trade of Tap Notes will no longer apply. The Company may, but is not required to, offer Subsequent Tap Notes to those holders whose pro rata entitlement is less than £100k, being the minimum denomination of New Money Notes.

Enquiries:

Travelex
For investor related queries:

Victoria.Benis-Lonsdale@travelex.com



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