Company name O1 Prop Fin PLC
Headline Announcement of Change of Control

RNS Number : 4573Y
O1 Properties Finance PLC
21 August 2018

This announcement contains inside information.

21 August 2018



US$350,000,000 8.25% Notes due 2021 (ISIN: XS1495585355 / US67110MAA53) issued by O1 Properties Finance Plc (the "Issuer") and guaranteed by O1 Properties Limited (the "Parent Guarantor") (the "Notes").

On 4 July 2018, Riverstretch Trading & Investments Limited , a company registered and existing under the laws of Cyprus, (the "New Shareholder") acquired 70.038 per cent. of Class A and 58.391 per cent. of Class B issued and outstanding voting stock of the Parent Guarantor in accordance with settlement agreements (the "Acquisition").

The Acquisition constitutes a change of control for the purposes of Condition 6.5 and Condition 20 of the Notes. If a change of control occurs, the Issuer is obliged, subject to the terms of Condition 6.5, to offer to repurchase the Notes (a "Change of Control Offer"). Condition 6.5.7 of the Notes permits the Issuer to seek the consent of holders of the Notes to waive or modify the obligation to make a Change of Control Offer.

The New Shareholder is currently conducting operational and financial due diligence on the Parent Guarantor and its subsidiaries, including the Issuer, and the relevant exercise is ongoing.

The Parent Guarantor holds a portfolio of revenue generating assets and the Issuer, the Parent Guarantor and the New Shareholder are confident that the Issuer will continue to make interest payments in relation to the Notes as they fall due and will redeem the Notes at their maturity. However, at this stage the Issuer does not have sufficient funds to repurchase the outstanding Notes pursuant to a Change of Control Offer.

In light of the above, the Issuer intends to convene a meeting of Noteholders to consider, and if thought fit, to pass a resolution in order to disapply the provisions of Condition 6.5 to the Acquisition as well as to approve certain other matters to be outlined in the meeting documents. The notice convening such meeting will be separately published in accordance with the terms of the trust deed constituting the Notes.

For further information please contact:

Attention: The Directors


This notice does not constitute an offer of securities, or an offer to purchase any securities, of the Issuer or any other person.



This announcement has been issued through the Companies Announcement Service of Euronext Dublin.


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