Noteholders Notice re addition and release of g...

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS IMMEDIATELY.

NOTICE TO THE HOLDERS OF THE FOLLOWING NOTES ISSUED BY

INTERMEDIATE CAPITAL GROUP PLC
(the "Issuer")

£35,000,000 7.00 per cent. Sterling Fixed Rate Notes due 2018 (ISIN: XS0716336325) (the "2018 Notes")

£80,000,000 6.25 per cent. Sterling Guaranteed Notes due 2020 (ISIN: XS0818634668) (the "2020 Notes")

€75,000,000 4.282 per cent. Notes due March 2019 (ISIN: XS1043150462)
(the "2019 Notes")

£160,000,000 5.00 per cent. Notes due March 2023 (ISIN: XS1200576699)
(the "2023 Notes")

(together, the "Notes")

_______________________

NOTICE OF ADDITION AND RELEASE OF GUARANTORS

_______________________

NOTICE IS HEREBY GIVEN THAT:

New Facility

The Issuer and Intermediate Capital Investments Limited ("ICIL") have entered into a facilities agreement (the "Facilities Agreement") dated 4 April 2018 pursuant to which the obligations of the Issuer and ICIL as borrowers thereunder are guaranteed irrevocably and unconditionally, jointly and severally, by the Issuer, ICIL, Intermediate Capital Managers Limited ("ICML") and ICG Alternative Investment Limited (the "New Guarantor").

Addition of Guarantor

In accordance with:

(i)         Condition 3(b) of the Terms and Conditions of the 2018 Notes set out in the Trust Deed relating to the 2018 Notes entered into between, among others, the Issuer and Deutsche Trustee Company Limited (the "Trustee") dated 21 December 2011 (the "2018 Notes Trust Deed") and clause 5.8 of the 2018 Notes Trust Deed;

(ii)        Condition 2(e) of the terms and conditions of the 2020 Notes set out in the Trust Deed relating to the 2020 Notes entered into between, among others, the Issuer and the Trustee dated 19 September 2012 (the "2020 Notes Trust Deed") and clause 5.8 of the 2020 Notes Trust Deed;

(iii)       Condition 2(e) of the terms and conditions of the 2019 Notes set out in the Trust Deed relating to the Euro Medium Term Note Programme of the Issuer (the "EMTN Programme") entered into between, among others, the Issuer and the Trustee dated 28 February 2014 (the "EMTN Programme Trust Deed" and, together with the 2018 Notes Trust Deed and the 2020 Notes Trust Deed, the "Trust Deeds") and clause 5.8 of the EMTN Programme Trust Deed; and

(iv)      Condition 2(e) of the terms and conditions of the 2023 Notes set out in the EMTN Programme Trust Deed and clause 5.8 of the EMTN Programme Trust Deed,

the Issuer has, with effect from the date hereof, added the New Guarantor as an additional guarantor, on a joint and several basis, in respect of all sums expressed to be payable by the Issuer under the Trust Deeds and the Notes.

Release of Guarantor

In addition, in accordance with:

(i)         Condition 3(c) of the terms and conditions of the 2018 Notes set out in the 2018 Notes Trust Deed and clause 5.10 of the 2018 Notes Trust Deed;

(ii)        Condition 2(d) of the terms and conditions of the 2020 Notes set out in the 2020 Notes Trust Deed and clause 5.10 of the 2020 Notes Trust Deed;

(iii)       Condition 2(d) of the terms and conditions of the 2019 Notes set out in the EMTN Programme Trust Deed and clause 5.10 of the EMTN Programme Trust Deed; and

(iv)      Condition 2(d) of the terms and conditions of the 2023 Notes set out in the EMTN Programme Trust Deed and clause 5.10 of the EMTN Programme Trust Deed,

the Issuer has given notice to the Trustee that, with effect from the date hereof, Intermediate Investments LLP (the "Exiting Guarantor") shall cease to act as a Guarantor in respect of the Trust Deeds, the Notes and the coupons relating to the Notes and the Exiting Guarantor shall with immediate effect automatically and irrevocably be released and relieved of all its future obligations under each Guarantee (as such term is defined in each respective Trust Deed) and all of its future obligations as a Guarantor under the Notes and each respective Trust Deed but without prejudice to any obligations which may have accrued prior to such release.

_____________________________

This NOTICE is given by:

INTERMEDIATE CAPITAL GROUP PLC
Juxon House
100 St Paul's Churchyard
London EC4M 8BU

Investor enquiries:
Ian Stanlake (0203 201 7700)

Andrew Lewis (0203 201 7700)

4 April 2018

---

This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Intermediate Capital Group plc via Globenewswire