12/11/2024 12:55:31 PM

Fidelity Loan Management Limited

Change of Adviser

Provider: Maples Listing Services (CI) Ltd

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THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE 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.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other 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 and such other professional advice from your own professional advisors as you deem necessary.

This Notice is addressed only to holders of the 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 Notes referred to below, you should immediately forward this Notice 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 ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (AS AMENDED) AND THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019.

FIL SENIOR LOAN MANAGEMENT I LIMITED

a Private Limited Company incorporated under Laws of Jersey pursuant to the Companies (Jersey) Law 1991 having its registered office at 2nd Floor, Sir Walter Raleigh House, 48-50 Esplanade, St Helier, Jersey JE2 3QB and registered with Company Number 137139.

(the "Issuer")

 

up to €300,000,000 Profit Participating Notes

(the "Notes")

NOTICE OF POTENTIAL TRANSFER OF COLLATERAL MANAGEMENT BUSINESS

This notice is released by the Issuer and may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (as amended) and the Market Abuse (Amendment) (EU Exit) Regulations 2019 ("MAR"), encompassing information relating to the Notes described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, including as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended), this notice is made by the Directors of the Issuer.

We refer to (i) the listing document of the Issuer dated 17 December 2021 (the “Listing Document”) including the conditions of the Notes thereto (the “Conditions”), and (ii) the portfolio advisory and management agreement dated 26 October 2021 made between, amongst others, the Issuer and FIL Investments International (as Portfolio Adviser) (the “Portfolio Advisory and Management Agreement”). Terms defined in the Listing Document (including the Conditions) shall have the same meaning when used in this notice unless the context requires otherwise.

The Issuer hereby notifies holders of the Notes that it has been informed by the Portfolio Adviser that FIL Limited (an Affiliate of the Portfolio Adviser) entered into a business purchase agreement dated 12 November 2024 with FMR Investment Management (UK) Limited (“FMR UK”) (the “Business Purchase Agreement”) pursuant to which FIL Limited agreed to procure that the Portfolio Adviser sell to FMR UK all of its collateral management business together with, among other things, the portfolio advisory role that it currently undertakes for the Issuer under the Portfolio Advisory and Management Agreement and FMR UK agreed to purchase all of the collateral management business together with, among other things, the portfolio advisory role that the Portfolio Adviser currently undertakes for the Issuer under the Portfolio Advisory and Management Agreement (the “Transaction”), subject to the satisfaction or waiver of certain conditions as set out in the Business Purchase Agreement.

The Issuer further notifies holders of the Notes that the Transaction will only be effective if the conditions precedent set out in the Business Purchase Agreement (the “Transfer Conditions”) are satisfied in respect of such Transaction, and accordingly, the Transaction may not occur if the Transfer Conditions have not been satisfied or waived in accordance with the terms of the Business Purchase Agreement.

Completion of the Transaction is expected to occur in Q1 of 2025 and holders of the Notes will be informed promptly thereafter.

This notice and any non-contractual obligations arising out of or in connection with this notice will be governed by and shall be construed in accordance with the laws of England and Wales.

No person has been authorised to give information, or to make any representation in connection therewith, other than as contained herein. The delivery of this notice at any time does not imply that the information in it is correct as at any time subsequent to its date.

 

 

FIL SENIOR LOAN MANAGEMENT I LIMITED

12 November 2024

Enquiries:

 

Issuer Correspondence Address:

FIL Senior Loan Management I Limited

6th Floor, DUO

280 Bishopsgate

London EC2M 4RB

United Kingdom

 

Issuer Email:

London_Structured@maples.com

 

Portfolio Adviser Address:

FIL Investments International

Beech Gate,

Millfield Lane, Lower Kingswood,

Tadworth, Surrey KT20 6RP

United Kingdom

 

Portfolio Adviser Address:

FIL-InvestmentLegal@fil.com