ICG : Accession & Resignation of Guarantors

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.

26 August 2022

NOTICE TO THE HOLDERS OF THE FOLLOWING NOTES ISSUED BY

INTERMEDIATE CAPITAL GROUP PLC
(the “Issuer”)

£160,000,000 5.000 per cent. Guaranteed Notes due 2023 (ISIN: XS1200576699) (the “2023 Notes”)

€500,000,000 1.625 per cent. Guaranteed Notes due 2027 (ISIN: XS2117435904) (the “2027 Notes”)

€500,000,000 2.500 per cent. Sustainability-Linked Guaranteed Notes due 2030 (ISIN: XS2413672234 (the “2030 Notes”)

(together, the “Notes”)

_______________________

NOTICE OF NEW GUARANTOR AND RELEASE OF GUARANTOR

_______________________

NOTICE IS HEREBY GIVEN THAT:

We refer to:

(i) a trust deed dated 28 February 2014 between the Issuer, the Original Guarantors (defined therein) and Deutsche Bank Trustee Company Limited (as trustee) in connection with 2023 Notes (the “2023 Notes Trust Deed”);

(ii) a trust deed dated 17 February 2020 between the Issuer, the Original Guarantors (defined therein) and HSBC Corporate Trustee Company (UK) Limited in connection with the 2027 Notes (the “2027 Notes Trust Deed”); and

(iii) a trust deed dated 28 January 2022 between the Issuer, the Original Guarantors (defined therein) and HSBC Corporate Trustee Company (UK) Limited in connection with the 2030 Notes (the “2030 Notes Trust Deed” and, together with the 2023 Notes Trust Deed and the 2027 Notes Trust Deed, the “Trust Deeds” and, each a “Trust Deed”).

1. New Guarantor

In accordance with:

1. in respect of the 2023 Notes, Condition 2(e) of the Terms and Conditions of the 2023 Notes and Clause 5.8 of the 2023 Notes Trust Deed;
2. in respect of the 2027 Notes, Condition 2(e) of the Terms and Conditions of the 2027 Notes and Clause 5.8 of the 2027 Notes Trust Deed; and
3. in respect of the 2030 Notes, Condition 2(e) of the Terms and Conditions of the 2030 Notes and Clause 5.8 of the 2030 Notes Trust Deed,

by way of a supplemental trust deed to each Trust Deed dated 26 August 2022, ICG Carbon Funding Limited (the “New Guarantor”) has acceded to the obligations as Guarantor and become a Guarantor under the Notes.

Information on the New Guarantor

2. Release of Guarantor

In accordance with:

1. in respect of the 2023 Notes, Condition 2(d) of the Terms and Conditions of the 2023 Notes and Clause 5.10 of the 2023 Notes Trust Deed;
2. in respect of the 2027 Notes, Condition 2(d) of the Terms and Conditions of the 2027 Notes and Clause 5.10 of the 2027 Notes Trust Deed; and
3. in respect of the 2030 Notes, Condition 2(d) of the Terms and Conditions of the 2030 Notes and Clause 5.10 of the 2030 Notes Trust Deed,

by way of a written notice to the Trustee dated 26 August 2022, Intermediate Capital Investments Limited (the “Released Guarantor“) has been automatically and irrevocably released and relieved of all its obligations as Guarantor and has ceased to be a Guarantor under the Notes.

Information on the Released Guarantor

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The New Guarantor and Released Guarantor are direct or indirect wholly-owned subsidiaries of the Issuer.

The Issuer’s LEI is: 549300OGASR5WRKJ8R68

Further information on Intermediate Capital Group PLC is available at http://www.icgam.com