THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM), OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER (IF YOU ARE RESIDENT OUTSIDE THE UNITED KINGDOM). THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBORDINATED NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE PRE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE SUBORDINATED NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE SUBORDINATED NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY. This Notice is addressed only to holders of the Subordinated Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ( relevant persons ). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons. If you have recently sold or otherwise transferred your entire holding(s) of the Subordinated Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION. UKActive

2 BLACKROCK EUROPEAN CLO I DESIGNATED ACTIVITY COMPANY 3 rd Floor, Kilmore House Park Lane, Spencer Dock Dublin 1, Ireland (the Issuer ) 50,000,000 Subordinated Notes due 2029 (Reg S: XS ; Rule 144A: XS ) (the Subordinated Notes ) This announcement may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014. BACKGROUND We refer to a trust deed dated 24 February 2016 pursuant to which the Subordinated Notes were constituted (the Trust Deed ) and incorporating the conditions of the Subordinated Notes (the Conditions ), between, amongst others, the Issuer and U.S. Bank National Association in its capacity as trustee (the Trustee ). PROPOSAL The Issuer requests that the Subordinated Noteholders consider the proposed redemption of the Notes to be effected on or about 15 March 2018 (the Proposal ). CONSENT AND APPROVAL The Issuer requests that the holders of the Subordinated Notes consider the Proposal and vote by written resolution in the form attached hereto in Schedule 1 (the Proposed Written Resolution ) as to whether they approve of the Proposal. The Proposal will be approved by an Ordinary Resolution of the holders of not less than 50 per cent. of the Principal Amount Outstanding of the Subordinated Notes, which will take the form of the Proposed Written Resolution. Accordingly, holders of the Subordinated Notes are requested to approve and pass the Proposal by written resolution in accordance with the procedure set out below by NO LATER THAN 5p.m. (London time) on 14 February 2018 (the Response Deadline ). The Subordinated Noteholders are advised that subject to the Trustee having received, in respect of the Subordinated Notes, one or more signed Written Resolutions together with satisfactory evidence of holding (as described below) from the holders of not less than 50 per cent. of the aggregate Principal Amount Outstanding of the Subordinated Notes (the Approval Condition ), the Proposed Written Resolution shall be passed on (1) 14 February 2018 at 5 p.m. (London time) or (2) such earlier date on which the Approval Condition is satisfied. Any Subordinated Noteholders with questions relating to the Proposal or the Proposed Written Resolution are kindly requested to contact Credit Suisse Securities (Europe) Limited using the details set out at Schedule 2 (Contact Details) below. UKActive

3 Each Subordinated Noteholder is solely responsible for making its own independent appraisal of all matters (including those relating to this Notice, the Notes and the Issuer) as such Subordinated Noteholder deems appropriate, and each Subordinated Noteholder must make its own decision as to whether to consent to the Proposal and to sign the Proposed Written Resolution. In accordance with normal practice, the Trustee has not been involved in the formulation or negotiation of the Proposal or the Proposed Written Resolution outlined in this Notice, and the Trustee does not express any opinion or makes any representations as to the merits of the Proposal or the Proposed Written Resolution and the Trustee does not express any opinion on whether the Subordinated Noteholders would be acting in their best interests voting for or against the Proposal and the Proposed Written Resolution, but the Trustee has authorised it to be stated that on the basis of the information contained in this Notice that it has no objection to the Proposal and the Proposed Written Resolution being submitted to the Subordinated Noteholders for their consideration. The Subordinated Noteholders should take their own independent advice on the merits and consequences of signing or not signing the Proposed Written Resolution, including any tax consequences. The Trustee is not responsible for the accuracy, completeness, validity, relevance, sufficiency or correctness of the statements made in this Notice (including for the avoidance of doubt any information stated to be provided by the Issuer) or omissions herein and make no representation that all relevant information has been disclosed to the Subordinated Noteholders in or pursuant to this Notice. Nothing in this Notice should be construed as a recommendation to the Subordinated Noteholders from the Issuer, the Trustee, the Collateral Manager, the Agents or the Arranger and Initial Purchaser to vote in favour of, or against, either of the Proposal or the Proposed Written Resolution. No person has been authorised to make any recommendation on behalf of the Issuer, the Trustee, the Collateral Manager, the Agents or the Arranger and Initial Purchaser as to whether or how the Subordinated Noteholders should vote pursuant to the Proposal. No person has been authorised to give any information, or to make any representation in connection therewith, other than those contained herein. If made or given, such recommendation or any such information or representation must not be relied upon as having been authorised by the Issuer, the Trustee, the Collateral Manager, the Agents or the Arranger and Initial Purchaser. This Notice does not constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity in any jurisdiction. The distribution of this Notice may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this Notice comes are required by the Issuer, the Trustee, the Collateral Manager, the Agents or the Arranger and Initial Purchaser to inform themselves about, and to observe, any such restrictions. This Notice does not constitute a solicitation in any circumstances in which such solicitation is unlawful. None of the Issuer, the Trustee, the Collateral Manager, the Agents or the Arranger and Initial Purchaser 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. Availability of Documents UKActive

4 All documents referred to in this Notice and the Proposed Written Resolution are available for inspection at the registered office of the Issuer during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) until the Approval Cut-Off. Procedures for Approval Any holder of a beneficial interest in a Global Certificate representing the Subordinated Notes wishing to approve the Proposal should follow the procedures set out below. The registered holder of any Definitive Certificate representing all or a portion of the Subordinated Notes wishing to approve the Proposal should follow the procedures set out below. Subordinated Noteholders who do not wish to approve the Proposed Written Resolution need take no action. Procedure for direct voting on the Proposed Written Resolution Any Subordinated Noteholder wishing to elect to approve the Proposal should at, or prior to, the Response Deadline: 1. complete and sign the attached Proposed Written Resolution (as applicable); 2. forward the signed Proposed Written Resolution, together (to the extent not already provided) with evidence of their interest in the relevant Subordinated Notes and a list of authorised signatories in a form satisfactory to the Trustee, by to CLO.Relationship.Management@usbank.com; and 3. in respect of a holder of a beneficial interest in a Global Certificate representing any of the Subordinated Notes, give irrevocable instructions to Euroclear, Clearstream, Luxembourg or DTC (together, the Clearing Systems ) to block their Subordinated Notes in the securities account to which they are credited with effect from and including the day such instruction is delivered to the relevant Clearing System so that no transfers may be effected in relation to such Subordinated Notes at any time after such date until the earlier of (i) the date that the Proposed Written Resolution has been passed or (ii) two Business Days immediately following the Response Deadline. Subordinated Notes should be blocked in accordance with the procedures of the relevant Clearing System and the deadlines required by the relevant Clearing System. By forwarding a signed Written Resolution as described above, each beneficial owner of a Global Certificate representing any of the Subordinated Notes will confirm that they have authorised the Clearing Systems at which their account is maintained to disclose to each of the addressees of the Proposed Written Resolution confirmation that they are the beneficial owner of such Subordinated Notes and the Principal Amount Outstanding of such Subordinated Notes. Any Subordinated Noteholder who does not wish to approve the Proposal need take no action but may be bound by any Written Resolutions which are subsequently passed. This Notice is issued by: BLACKROCK EUROPEAN CLO I DESIGNATED ACTIVITY COMPANY UKActive

5 Schedule 1 SUBORDINATED NOTEHOLDER WRITTEN RESOLUTION To: BlackRock European CLO I Designated Activity Company 3 rd Floor Kilmore House Park Lane, Spencer Dock Dublin 1 Ireland (the Issuer ) Attention: The Directors Telephone: U.S. Bank National Association One Federal Street 3 rd Floor Boston, Massachusetts United States of America (in its capacity as Trustee, Registrar and Transfer Agent ) Attention: CLO Relationship Management Facsimile: +44 (0) CLO.Relationship.Management@usbank.com To: BlackRock Investment Management (UK) Limited 12 Throgmorton Avenue London EC2N 2DL United Kingdom (in its capacity as Collateral Manager ) Attention: aly.hirji@blackrock.com; conor.daly@blackrock.com; stephen.mcgoohan@blackrock.com; simon.bowden@blackrock.com; nicholas.marino@blackrock.com; kevin.rogers@blackrock.com; admin-cdo@blackrock.com; annmarie.smith@blackrock.com; jeff.soar@blackrock.com 9 February 2018 Pursuant to paragraph 13 (Written Resolutions) of Schedule 5 (Provisions for Meetings of the Noteholders of Each Class) to the Trust Deed (as defined below), the Subordinated Noteholders (as defined in the Trust Deed) are entitled to pass an Ordinary Resolution by means of a resolution in writing. By this written resolution (this Written Resolution ) dated 9 February 2018, we, as registered or beneficial holder of the 50,000,000 Subordinated Notes due 2029 (the UKActive

6 Subordinated Notes ) constituted by a trust deed dated 24 February 2016 and between, among others, the Issuer and the Trustee (including the conditions of the Notes set out in Schedule 3 (Terms and Conditions of the Notes) thereto (the Conditions )) as amended and/or supplemented from time to time (the Trust Deed ), hereby: 1. vote in favour of exercising our option under Condition 7(b)(i)(A) (Optional Redemption in Whole - Subordinated Noteholders) to instruct, by way of Ordinary Resolution, the Issuer to redeem each Class of the Rated Notes in whole at the applicable Redemption Price (the Redemption ) on the Payment Date falling on 15 March 2018 (the Redemption Date ); 2. confirm that this Written Resolution will take the form of a Redemption Notice; 3. agree that this Written Resolution shall be effective and binding on the Subordinated Noteholders, notwithstanding that any provision (procedural or otherwise) in the Conditions of the Subordinated Notes, the Trust Deed or any other Transaction Document relating to meetings of Subordinated Noteholders, Subordinated Noteholder resolutions, or notices (whether in writing or otherwise) to Subordinated Noteholders (including, for the avoidance of doubt, the 21-day notice requirement for convening a meeting of the Subordinated Noteholders pursuant to paragraph 4(b) (Convening a Meeting) of Schedule 5 (Provisions for Meetings of the Noteholders of Each Class) to the Trust Deed) has not been complied with; 4. confirm that this Written Resolution shall take effect as an Ordinary Resolution (as defined in the Trust Deed) of the Subordinated Noteholders; 5. authorise, request, direct and empower the Trustee and the Issuer to concur in the Redemption and, in order to give effect thereto and to implement the same and to concur in, execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and to give effect to this Written Resolution and the implementation of the Redemption; 6. discharge and exonerate the Trustee and the Issuer from all liability (except where such liability results from the Trustee s own negligence, fraud or wilful default) for which it may have become or may become responsible under the Conditions and the Transaction Documents only in respect of any act or omission in connection with this Written Resolution or the implementation thereof; provided that, the Trustee and the Issuer shall not be deemed to have been negligent or acted with wilful default if and to the extent it has acted in accordance with this Written Resolution; 7. resolve that the Trustee and the Issuer are hereby indemnified against any liability (except where such liability results from the Trustee s own negligence, fraud or wilful default) for which it may have become or may become responsible under the Conditions and the Transaction Documents only in respect of any act or omission in connection with this Written Resolution or the implementation thereof; provided that, the Trustee shall not be deemed to have been negligent or acted with wilful default if and to the extent it has acted in accordance with this Written Resolution; 8. discharge, exonerate and indemnify BlackRock Investment Management (UK) Limited (in its capacity as Collateral Manager) from all liability for which it may become responsible under the Collateral Management Agreement, the Trust Deed or UKActive

7 the Notes in respect of any act or omission in connection with the implementation of this Written Resolution (including, but not limited to, liability arising in its capacity as Collateral Manager or any conflict of interest arising as between BlackRock Investment Management (UK) Limited in its capacity as Collateral Manager and in its capacity as Noteholder) save in the case of any bad faith, negligence or wilful breach on the part of BlackRock Investment Management (UK) Limited; and 9. resolve that the Trustee and the Issuer shall not be responsible for acting upon this Written Resolution even though there may be a defect in the passing of this Written Resolution or for any reason the Written Resolution is not valid or binding on the Subordinated Noteholders. Capitalised terms used but not otherwise defined in this Written Resolution shall have the meanings ascribed to them in the Trust Deed. We, as Subordinated Noteholders, confirm that we are sophisticated investors familiar with transactions similar to our investment in the Subordinated Notes, are acting for our own account, have consulted our own independent legal, regulatory and/or financial advisers and have conducted such due diligence as we consider necessary or appropriate for the purposes of considering the Redemption and this Written Resolution. We undertake to provide to the Trustee such proof of beneficial ownership of the relevant Subordinated Notes and a list of authorised signatories in a form satisfactory to the Trustee. We, as Subordinated Noteholders, also confirm that the terms of this Written Resolution have not been formulated by the Trustee or the Issuer who expresses no view on them. Nothing in this Written Resolution or otherwise should be construed as a recommendation to the Subordinated Noteholders from the Issuer, the Collateral Manager or the Trustee to either approve or reject this Written Resolution, and none of the Issuer, the Collateral Manager or the Trustee are responsible for the accuracy, completeness, validity or correctness of the statements made and documents referred to in this Written Resolution or any omissions from this Written Resolution. We represent and warrant that, as at the date of signing this Written Resolution, we are the sole beneficial or registered holder of the Subordinated Notes referred to on our signature page (the Relevant Subordinated Notes ) and that we have the necessary corporate power and authority to execute and deliver this Written Resolution and that we have taken all necessary action to authorise this Written Resolution and the execution and delivery hereof. We undertake not to sell or otherwise transfer the Relevant Subordinated Notes held by us prior to 15 March We, the undersigned, to the extent we are a holder of a beneficial interest in a Global Certificate, represent and warrant that, as at the date of signing of this Written Resolution, we are shown in the records of Euroclear/Clearstream, Luxembourg as the holder of the principal amount of the Subordinated Notes set out below and we have given irrevocable instructions to the relevant Clearing Systems to block the Subordinated Notes in the securities account to which they are credited with effect from and including the day such instruction is delivered to the relevant Clearing System so that no transfers may be effected in relation to the Subordinated Notes at any time after such date until the earlier of (i) the passing of this Written Resolution and (ii) the date the Issuer notifies the Subordinated Noteholders of the failure to pass the Written Resolution on or prior to 14 February 2018 (the Approval UKActive

8 Deadline ). We have also authorised the Clearing System at which our account is maintained to disclose to each of the addressees of this Written Resolution confirmation that we are the beneficial owner of the Subordinated Notes referred to above. The Issuer s decision in all matters relating to all such written resolutions will be final and determinative. We, the undersigned, understand that the Written Resolution will be passed if holders of not less than 50 per cent. in aggregate Principal Amount Outstanding of the Subordinated Notes approve the Written Resolution by the Approval Deadline. This Written Resolution may be contained in one document or in several documents in like form, each signed by or on behalf of one or more of the holders of the Subordinated Notes. This Written Resolution, and any rights and obligations arising from this Written Resolution, and any non-contractual obligations arising out of or in connection with this Written Resolution and any dispute, controversy, proceedings or claims of whatever nature arising out of or in connection with this Written Resolution, shall be governed by and construed in accordance with English law. UKActive

9 Appendix PROOF OF HOLDINGS UKActive

10 EXECUTED as a DEED by By: Name: Title: By: Name: Title: Initial principal amount of Subordinated Notes: as evidenced in the Appendix (Proof of Holdings) hereto Subordinated Noteholder Written Resolution

11 Schedule 2 CONTACT DETAILS Credit Suisse Securities (Europe) Limited One Cabot Square London E14 4Q Attention: Michael Malek Telephone: +44 (0) list.ib-gcp-clo-dea-tea@credit-suisse.com Written Resolution of the Subordinated Noteholders