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: lm@glas.agency

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]Victoria.Benis-Lonsdale@travelex.com

 

For other enquiries:

[3]Press@travelex.com

 

–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]rns@lseg.com 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

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Language: English
Company: Travelex Issuerco 2 Plc
8 Sackville Street
W1S 3DG London
United Kingdom
Phone: +44(0)7584336458
E-mail: Victoria.benis-lonsdale@travelex.com
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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