OREANDA-NEWS.  Brunswick Rail Finance Limited (the "Issuer") announces today an invitation (the "Consent Solicitation") to all holders of the Notes constituted by a trust deed dated 1 November 2012 between the Issuer and Citibank, N.A., London Branch as trustee (the "Trust Deed") to consent to amendments to Conditions 9(e) (Events of Default) and 21 (Definitions) of the terms and conditions of the Notes (the "Conditions") set out in Schedule 3 (Terms and Conditions of the Notes) of the Trust Deed as described below (the "Amendments") for approval by an extraordinary resolution (the "Extraordinary Resolution") at a meeting of the Noteholders (the "Meeting"), all as further described in the Consent Solicitation Memorandum prepared by the Issuer dated 19 February 2016 (the "Consent Solicitation Memorandum").

The Consent Solicitation and the proposed Amendments (the "Amendment Proposals") are being made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum.  This announcement should be read in conjunction with the Consent Solicitation Memorandum.  Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Consent Solicitation Memorandum.

Details of the Notes

 

ISIN / Common Code

Outstanding principal amount

6.50 per cent. Guaranteed Notes due 2017 - Regulation S Global Note

XS0850393264 / 085039326

U.S.$552,166,000.00

6.50 per cent. Guaranteed Notes due 2017 - Rule 144A Global Note

US117381AA17 / 085043188

CUSIP: 117381AA1

U.S.$47,834,000.00


Background to the Amendment Proposals

Capital Structure Review

The Issuer, the Parent and the Parent's other subsidiaries (together, the "Group") are undertaking a strategic review of the Group's capital structure (the "Capital Structure Review").

As part of the Capital Structure Review, the Parent will likely consult on various matters with certain of the creditors of the Issuer and/or the Guarantors. So as not to be constrained by the terms of Condition 9(e), the Issuer wishes to amend Conditions 9(e) and 21 as set out below.

Summary of the Amendments

Noteholders are advised to review carefully the Consent Solicitation Memorandum for further background on the Amendment Proposals.

The Issuer is inviting Noteholders to approve by an Extraordinary Resolution:

(i)         the insertion of the words in bold and underlined below into Condition 9(e) so that Condition 9(e) will, if such amendment is approved by the Extraordinary Resolution, read:

"the Issuer, any Guarantor or any Restricted Subsidiary is unable or admits inability to pay its debts as they fall due, generally suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with its creditors generally with a view to a general rescheduling any of its Indebtedness (other than any such negotiations with all or any of the creditors of the Issuer or the Guarantors or their representatives at any time prior to the Condition 9(e) Termination Date including, without limitation, any commencement or alleged commencement of any such negotiations prior to the date, being [•] 2016, on which the Extraordinary Resolution approving the modification to Condition 9(e) by the insertion of this language in parentheses is passed); and/or a moratorium is declared in respect of any Indebtedness of any of the Issuer, any Guarantor or any Restricted Subsidiary; or"; and

(ii)        the insertion of the following definition into Condition 21 in correct alphabetical order:

"Condition 9(e) Termination Date means the date specified in a written notice to the Issuer by the Trustee, acting upon the instructions in writing of Noteholders holding not less than U.S.$250,000,000 in principal amount of the Notes then outstanding (which instructions shall be conclusive and binding on all parties and all the Noteholders);".

If approved and implemented, the effect of the Amendments would be to provide a stable platform for discussions with creditors of the Issuer and/or the Guarantors for a certain period of time, which period can only be terminated by the giving of written notice by Noteholders holding in the aggregate at least U.S.$250,000,000 in principal amount of the Notes then outstanding.

General

Timetable

The indicative timetable is summarised below:

Event

Indicative Timetable

Announcement of Consent Solicitation

19 February 2016

Record Date in respect of Notes held through DTC

5 p.m. (EST) on 9 March 2016

Expiration Time

2 p.m. (London time) on 14 March 2016 in the case of (i) Beneficial Owners of Notes held through Euroclear and/or Clearstream, Luxembourg; (ii) Beneficial Owners of Notes held through DTC who are not DTC Participants; (iii) the Regulation S Registered Holder; and (iv) DTC Participants

Meeting of Noteholders

From 2 p.m. (London time) on 16 March 2016

Execution of Supplementary Trust Deed to give effect to the Amendments

As soon as reasonably practicable after the Meeting

Announcement of the results of the Meeting

By 30 March 2016 (or as soon as reasonably practicable after the Meeting)

The above dates and times are subject to the passing of the Extraordinary Resolution at the Meeting.  Accordingly, the actual timetable may differ from the timetable above.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the Consent Solicitation and/or the Meeting by the deadlines specified above.  The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Voting Instructions or Forms of Sub-Proxy Instruction (as applicable) will be earlier than the relevant deadlines set out above and specified in the Consent Solicitation Memorandum.