30/07/2024 11:38:26 AM

NewDay BondCo plc

Conditional Notice of Partial Redemption

Provider: Mourant Securities Limited

NewDay - Conditional Notice of Partial Redemption (July 2024)(10291923497.1).pdf
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13¼% Senior Secured Notes due 2026

Regulation S Notes ISIN: XS2558411224 Common Code: 255841122

Rule 144A Notes

ISIN: XS2558411497

Common Code: 255841149

 

CONDITIONAL NOTICE OF PARTIAL REDEMPTION

NewDay Bondco Plc

July 30, 2024

NewDay Bondco Plc hereby gives notice (the "Notice") to the holders of its 13¼% Senior Secured Notes due 2026 (the "Notes") of the partial redemption of £23,768,700 of the £237,687,000 aggregate principal amount of the outstanding Notes in accordance with Article 3 of the indenture dated as of December 8, 2022, as supplemented and amended from time to time, among NewDay Bondco Plc (formerly known as Nemean Bondco plc), as issuer (the "Issuer"), the Guarantors party thereto, U.S. Bank Trustees Limited, as trustee (the "Trustee") and the other parties thereto (the "Indenture"). All capitalized terms used herein and not defined shall have the meanings assigned to such terms in the Indenture.

The terms and conditions of partial redemption are as follows:

  1. The partial redemption date for the Notes will be August 9, 2024 (the "Partial Redemption Date") and the record date will be one Business Day prior to the Partial Redemption Date. The partial redemption of the Notes is conditional upon satisfaction of the Condition Precedent (as defined and further described in paragraph 8 of this Notice). In the Issuer's sole discretion, the Partial Redemption Date and the corresponding record date may be moved to such earlier or later date as specified by the Issuer, or such partial redemption may not occur and this Notice may be rescinded in the event the Condition Precedent shall not have been satisfied by the Partial Redemption Date, or by the Partial Redemption Date as so moved; provided that, in each case, (a) the Partial Redemption Date is at least 10 days and not more than 60 days after the date of this Notice and (b) the Issuer sends a supplemental notice to this Notice indicating the Partial Redemption Date and corresponding record date as so moved. In addition, the Issuer may elect to send one or more additional notices of partial redemption, which shall not affect the continuing validity of this Notice (or any supplemental notice thereto).
  2. The redemption price will be 103% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes to be redeemed to, but not including, the Partial Redemption Date. Accordingly, the aggregate redemption amount for the Notes is expected to be £25,076,638.74 which is 10% of the principal amount of £237,687,000.00, multiplied by the redemption price of 103%, plus £594,877.74 of accrued and unpaid interest (the "Partial Redemption Amount").
  3. The Paying Agent is Elavon Financial Services DAC, UK Branch, 125 Old Broad Street, London, EC2N 1AR, United Kingdom.
  4. The Notes must be surrendered to the Paying Agent to collect the applicable Partial Redemption Amount set forth under paragraph 2 above.
  5. Unless the Issuer defaults in making the partial redemption payment, interest and Additional Amounts, if any, on the Notes called for partial redemption cease to accrue on and after the Partial Redemption Date.
  6. The Notes being called for partial redemption are being redeemed pursuant to Section 3.07(b) of the Indenture and paragraph 5(b) of the Notes.
  7. No representation is made by the Issuer, the Trustee or the Paying Agent as to the correctness or accuracy of the ISIN or Common Code numbers listed in this Notice or printed on the Notes.
  8. The partial redemption of the Notes is conditional upon the availability to the Issuer of funds in an amount sufficient (as determined by the Issuer in its sole and absolute discretion) to fund the Partial Redemption Amount on the Partial Redemption Date (the "Condition Precedent"). In the event that, in the Issuer's reasonable belief, the Condition Precedent will be satisfied at a date other than the Partial Redemption Date, the Issuer may move the Partial Redemption Date by issuing a supplemental notice to the Trustee and the holders of the Notes at least one day prior to the Partial Redemption Date; provided that (a) the Partial Redemption Date is at least 10 days and not more than 60 days after the date of this Notice and (b) the Issuer sends a supplemental notice to this Notice indicating the Partial Redemption Date and corresponding record date as so moved.

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