EQS-News: Travelex Issuerco 2 Plc: Consent solicitation - New Money Notes Reduction

EQS-News: Travelex Issuerco 2 Plc / Key word(s): Miscellaneous
   Travelex Issuerco 2 Plc: Consent solicitation - New Money Notes Reduction

   05.05.2026 / 15:16 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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   Travelex Issuerco 2 Plc (“Travelex”)

   5 May 2026

   Travelex announces consent solicitation in respect of the new money notes

   Overview

   Travelex Issuerco 2 Plc (the “Issuer”) today announces a consent
   solicitation (the “Consent Solicitation”) in respect of the 3.01% Senior
   Guaranteed Secured Notes due 2029 (Reg S: ISIN: XS2248458049; Common Code:
   224845804 / Rule 144A: ISIN: XS2248458551; Common Code: 224845855) (the
   “Sterling Last-Out Notes”); the 15% Senior Guaranteed Secured Notes due
   2028 (Reg S: ISIN: XS3194920388; Common Code: 319492038 / Rule 144A: ISIN:
   XS3194920628; Common5: 319492062) (the “Sterling First-Out Notes”); and
   the 3.01% Senior Guaranteed Secured Notes due 2029 (Reg S: ISIN:
   XS2248456936; Common Code: 224845693 / Rule 144A: ISIN: XS2248457405;
   Common Code: 224845740) (the “Euro Notes” and together with the Sterling
   Last-Out Notes, the “Last-Out Notes”, and the Last-Out Notes together with
   the Sterling First-Out Notes, the “Notes”).

   Capitalised terms used in this announcement (the “Announcement”) and not
   defined herein shall have the meanings ascribed to them in the Notice of
   Written Resolution dated 5 May 2026 (the “Notice of Written Resolution”).
   The Notice of Written Resolution is given to the Noteholders through the
   Clearing Systems.

   This announcement does not contain the full terms and conditions of the
   Consent Solicitation, which are contained in the Notice of Written
   Resolution.

   The Consent Solicitation is being launched in order to seek the approval
   of the Noteholders by way of a Written Resolution (the “Written
   Resolution”) (which is proposed as an Extraordinary Resolution of the
   Sterling Noteholders and as an Extraordinary Resolution of the Euro
   Noteholders, respectively, in accordance with the provisions of the Trust
   Deeds) to:

    a. reduce the value of the Last-Out Notes by 70 per cent. by way of the
       application of the pool factor adjustment (the “Notes Reduction”) such
       that their value is, immediately after the pool factor adjustment has
       been made, reduced by 70 per cent. If approved by the requisite
       majorities, the Notes Reduction will be implemented by way of the
       Notes Trustee instructing the Clearing Systems, on the date the
       Written Resolution is passed, to apply the pool factor adjustment as
       described above; and
    b. in connection with the Notes Reduction, effect a corresponding
       reduction of 70 per cent. of the outstanding principal amount of each
       of the Proceeds Loans Agreements, such that, following the Notes
       Reduction, the value of the proceeds loans under the Proceeds Loans
       Agreements is reduced by 70 per cent. (the “Proceeds Loans
       Reduction”). If approved by the requisite majorities, the Proceeds
       Loans Reduction will be implemented by way of amendment letter,

   in each case, as described in further detail in the Notice of Written
   Resolution.

   Implementation

   The implementation of the Written Resolution shall be conditional on the
   requisite majorities of Noteholders providing their confirmations of
   consent to the Written Resolution being satisfied by Noteholders. No
   amendment to the Last-Out Sterling Notes will be effective unless the same
   amendment is made to the terms of the Euro Notes and vice versa.

   A Noteholder wishing to consent to the terms of the Written Resolution
   must submit an irrevocable electronic voting instruction via their Direct
   Participant to the relevant Clearing System in accordance with the
   procedures of, and by the earlier deadlines specified by, such Clearing
   System for receipt on or prior to 5.00pm (London time) on 3 June 2026 (the
   “Submission Deadline Date”).

   Each accountholder must block the Notes in its account until the
   Submission Deadline Date in accordance with the usual operating procedures
   of the relevant Clearing System. Notifications of consent once given
   cannot be revoked.

   Notice of the results of voting on the Written Resolution will be
   delivered by the Clearing Systems to the Tabulation Agent.

   Subject to consent to the terms of the Written Resolution being obtained
   from the holders of:

   i. in respect of the Notes Reduction, (A) not less than 94 per cent. in
      aggregate outstanding principal amount of the Notes; and (B) not less
      than 94 per cent. in aggregate outstanding principal amount of the
      Sterling First-Out Notes; and

    

   ii. in respect of the Proceeds Loans Reduction not less than 66^2/3 per
       cent. in aggregate outstanding principal amount of the Notes,

   in accordance with the procedures referred to in the Notice of Written
   Resolution, the Written Resolution shall be signed by the Registered
   Holder, acting on the instructions of such holders, and the Notes
   Reduction and Proceeds Loans Reduction will be implemented. The Registered
   Holder shall sign the Written Resolution as soon as practicable following
   receipt by the Tabulation Agent of consents from Noteholders holding not
   less than the majorities specified above, which may occur prior to the
   Submission Deadline Date, and in any event by no later than 3 June 2026.

   Any questions regarding the procedure in relation to the Written
   Resolution may be directed to the Tabulation Agent at the following
   address:

   GLAS Specialist Services Limited

   Address: 10 Old Bailey, 2nd Floor, London, EC4M 7NG

   [1]Email: [email protected]

   Reference: Travelex – Consent Solicitation

   Solicitation and distribution restrictions

   The distribution of this announcement in certain jurisdictions may be
   restricted by law, and persons into whose possession this announcement
   comes are required to inform themselves about, and to observe, any such
   restrictions.

   Nothing in this announcement constitutes or contemplates an offer of, an
   offer to purchase or the solicitation of an offer to sell any security in
   any jurisdiction and participation in the Consent Solicitation by a
   Noteholder in any circumstances in which such participation is unlawful
   will not be accepted.

   Each Noteholder participating in the Consent Solicitation will be required
   to make certain representations, as set out in the Notice of Written
   Resolution.

   Enquiries:

   Travelex

   For investor related queries:

   [2][email protected]

    

   For other enquiries:

   [3][email protected]

    

   –END–

    

   This information is provided by RNS, the news service of the London Stock
   Exchange. RNS is approved by the Financial Conduct Authority to act as a
   Primary Information Provider in the United Kingdom. Terms and conditions
   relating to the use and distribution of this information may apply. For
   further information, please contact [4][email protected] or
   visit [5]www.rns.com.

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   05.05.2026 CET/CEST This Corporate News was distributed by [6]EQS Group

   View original content: [7]EQS News

   ══════════════════════════════════════════════════════════════════════════

   Language:    English
   Company:     Travelex Issuerco 2 Plc
                8 Sackville Street
                W1S 3DG London
                United Kingdom
   Phone:       +44(0)7584336458
   E-mail:      [email protected]
   Internet:    https://www.travelex-corporate.com/
   ISIN:        XS3194920388, XS3194920628
   Listed:      Vienna Stock Exchange
   EQS News ID: 2321748


    
   End of News EQS News Service


   2321748  05.05.2026 CET/CEST

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