R E A : Supplemental Trust Deed (202KB PDF)

First supplemental trust deed

R.E.A. Holdings plc

and

The Law Debenture Trust Corporation p.l.c.

modifying the trust deed dated 21 November 2016 made between (1) REA Holdings (as issuer) and (2) The Law Debenture Trust Corporation p.l.c. (as trustee) and constituting US$ 37.5 million 7.5 per cent dollar notes of R.E.A. Holdings plc

3 March 2022

THIS FIRST SUPPLEMENTAL TRUST DEED is made on 3 March 2022

BETWEEN:

1. R.E.A. HOLDINGS PLC, a public company limited by shares incorporated in England and Wales under registered number 671099 whose registered office is at First Floor, 32-36 Great Portland Street, London W1W 8QX (the "Company"); and
2. THE LAW DEBENTURE TRUST CORPORATION P.L.C. (No. 1675231) whose registered office is at 8th Floor, 100 Bishopsgate, London EC2N 4AG (as trustee for the Noteholders (as defined below)) (the "Trustee").

RECITALS

1. The parties are parties to a trust deed dated 21 November 2016 constituting US$ 37.5 million 7.5 per cent dollar notes of the Company (the "Notes") (the "Trust Deed").
2. The Trustee agreed to act as trustee of the Trust Deed for the benefit of the holders for the time being of the Notes (the "Noteholders") on the terms and subject to the conditions contained in the Trust Deed.
3. On 8 February 2022, the Company announced, inter alia, a proposal that the provisions of the Trust Deed be modified:
4. 1. to extend the repayment date for the Notes from 30 June 2022 to 30 June 2026; and
   2. to update two provisions in the Trust Deed:
   3. 1. to allow for such further and/or alternative regulations regarding the requisitioning and/or the holding of meetings of Noteholders and attendance and voting thereat, including the holding of "virtual" meetings by way of conference call or videoconference, as, in the case of meetings convened by the Trustee (including on the requisition of Noteholders), the Trustee may in its sole discretion think fit or, in the case of meetings convened by the Company, the Company and the Trustee may together think fit; and
      2. to bring the record date for the payment of interest in respect of the Notes forward, from thirty days prior to the relevant interest payment date to ten business days prior to the relevant interest payment date.

(the "proposals").

1. Pursuant to an extraordinary resolution passed on 3 March 2022, the Noteholders sanctioned the proposals and the consequential modifications of the Trust Deed and instructed the Trustee to enter into a supplemental deed for such purpose.
2. Accordingly, the parties wish to enter into this supplemental trust deed for the purposes of effecting the said modification to the Trust Deed.
3. The Trustee has agreed to act as trustee of this supplemental trust deed for the benefit of, and to bind, the Noteholders on the terms and conditions hereinafter contained.

THE PARTIES AGREE AS FOLLOWS:

1. EXTENSION OF THE REDEMPTION DATE FOR THE NOTES

Notwithstanding any provision to the contrary in the existing certificates for the Notes:

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1. the Redemption Date for the Notes shall be 30 June 2026 (rather than 30 June 2022); and
2. the Company shall redeem the Notes at their principal amount in one instalment on 30 June 2026 (rather than on 30 June 2022).

2. MODIFICATION OF THE TRUST DEED

2.1 On and from the date hereof, the Trust Deed shall be modified:

1. by the substitution of "US$ 37.5 million 7.5 per cent dollar notes 2026" for the references to" US$ 37.5 million 7.5 per cent dollar notes 2022" on the cover sheet of the Trust Deed;
2. by the deletion of the existing definition of "Conditions" included in clause 1.1 to the Trust Deed and by the substitution therefore of a new definition:

"Conditions" means the terms and conditions endorsed on each certificate for the Notes;

1. by the deletion of the reference to "2022" in the definition of "Original Notes" in clause 1.1 of the Trust Deed.

2.2 On and from the date hereof, the Trust Deed shall be further modified:

1. by the addition of a new paragraph 27 in schedule 3, as follows: "Notwithstanding any other provisions of these presents:
2. 1. where a meeting is convened by the Trustee, including upon the requisition of Noteholders, the Trustee may, without the consent of the Company or the Noteholders, agree such further and/or alternative regulations regarding the requisitioning and/or the holding of meetings of Noteholders and attendance and voting thereat, including the holding of "virtual" meetings by way of conference call or videoconference, as the Trustee may in its sole discretion think fit;
   2. where a meeting of Noteholders is convened by the Company, the Company and the Trustee may, without the consent of the Noteholders, agree such further and / or alternative regulations regarding the requisitioning and/or the holding of meetings of Noteholders and attendance and voting thereat, including the holding of "virtual" meetings by way of conference call or videoconference, as the Company and the Trustee may together think fit."
3. by the deletion of the existing definition of "record date" included in Condition 4.1 of schedule 1 and by the substitution therefor of a new definition as follows:

"For this purpose, the "record date" means the tenth business day prior to the relevant Interest Payment Date."

3. MODIFICATION OF THE FORM OF CERTIFICATE AND TERMS AND CONDITIONS

Henceforth, every certificate for the Original Notes (as defined in the Trust Deed as modified) shall be in the form or substantially in the form set out in schedule 1 hereto, with such modifications as the Company and the Trustee may from time to time approve, and shall have endorsed thereon terms and conditions in the form or substantially in the form set out in that schedule, with such modifications as the Company and the Trustee may from time to time approve.

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4. COUNTERPARTS

This deed may be entered into in counterparts and by the parties to it on separate counterparts, each of which when executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.

5. GOVERNING LAW

This deed shall be governed by and construed in accordance with English Law. Any matter, claim or dispute arising out of or in connection with this deed, whether contractual or non-contractual, is to be governed by and continued in accordance with English law. The courts of England shall have exclusive jurisdiction to settle any matter, claim or dispute arising out of or in connection with this deed.

IN WITNESS whereof this deed has been executed on the date first above written.

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SCHEDULE 1

Form of Certificate and Terms and Conditions

Certificate no:
ISIN no GB00BD8BTF36	Nominal amount of Notes represented by this
	certificate:
	US$	nominal

R.E.A. HOLDINGS PLC

(Incorporated in England and Wales under the Companies Act 2006, registered no. 671099)

Issue of up to US$ 37,500,000 7.5 per cent dollar notes of R.E.A. Holdings plc (the "Notes") created pursuant to the memorandum and articles of association of R.E.A. Holdings plc and a resolution of a duly authorised committee of the board of directors of R.E.A. Holdings plc passed on 21 November 2016.

THIS IS TO CERTIFY that the person(s) named below is/are the registered holder(s) of the nominal amount shown above of the US$ 37,500,000 7.5 per cent dollar notes 2026 of R.E.A. Holdings plc which are constituted by a trust deed dated 21 November 2016 and made between R.E.A. Holdings plc of the first part and The Law Debenture Trust Corporation p.l.c. as Trustee of the second part as amended by a first supplemental trust deed dated 3 March 2022. The Notes are issued in registered form, subject to and with the benefit of the provisions contained in the said deed and the terms and conditions endorsed hereon.

Interest at the rate of 7.5 per cent per annum (subject to any tax required by law to be deducted) is payable on the Notes half-yearly on 30 June and 31 December in each year. The Notes are redeemable on 30 June 2026.

The Notes are transferable in amounts of $120,000 and integral multiples of US$ 1 in excess thereof provided that, where a transfer would be in respect of part only of a holding, the transferor must retain a minimum holding of US$ 120,000 nominal of Notes.

Name(s) and address of Noteholder(s)

Given under the common seal of R.E.A. Holdings plc

...........................................

Director

............................................

Director/Secretary

Dated:

NOTES:

1. No transfer of any part of the Notes represented by this Certificate will be registered unless it is accompanied by this certificate and delivered to the offices of the registrars of the Issuer.

3. The Notes have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"). Accordingly, the Notes may not be offered or sold within the United States, or to or for the account or benefit of any US persons, except in certain transactions that are exempt from the registration requirements of the Securities Act. The Notes have not been approved or disapproved by the US Securities and Exchange Commission or any other US regulatory authority. Any representation to the contrary is a criminal offence in the United States.

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