Notice to Holders of Premier's £150,000,000 6.5 Per Cent Notes Due 2021

Source: www.gulfoilandgas.com 1/25/2021, Location: Europe

Premier announces that the convening hearing was held earlier today in connection with the restructuring plans (the "Restructuring Plans") required to implement the proposed all share merger between Premier and Chrysaor Holdings Limited and the reorganisation of Premier's existing debt and cross currency swaps including the Retail Bonds (the "Transaction"). At the hearing the Court granted Premier's request to start the Restructuring Plans process and the Group will now convene the creditor meetings for the Restructuring Plans, to be held on 22 February 2021, with the Restructuring Plans sanction hearing expected to take place on 19 March.

The Restructuring Plans must be approved by 75 per cent in value of creditors in each class attending and voting at those creditor meetings. As with Premier's previous schemes of arrangement, holders of the Retail Bonds (the "Retail Bondholders") will vote in the same class as Premier's other senior creditors. Premier has received the requisite level of creditor support for the Transaction from each class of its creditors (including the class of senior creditors), with those creditors entering into a binding support letter. Under the support letter the creditors have, among other things, irrevocably undertaken to vote in favour of the Restructuring Plans at the creditor meetings.

As previously announced, on completion of the Transaction, creditors, including the Retail Bondholders, will be entitled to receive their proportionate share of the following in exchange for the cancellation of their debt:

1- an upfront cash payment of US$1.23 billion (subject to adjustments as described in the Explanatory Statement (as defined below)); and

2- new ordinary shares in the Combined Group (the "Equity/Cash Option") or, if they so elect, a share of a further cash payment capped at approximately US$175 million (the "Cash-Out Option").

An explanatory note for Retail Bondholders (the "Retail Bondholder Explanatory Note"), which provides Retail Bondholders with, inter alia, further background to the Transaction and information regarding the process and timing for voting on, and making elections in connection with, the Restructuring Plans, is being distributed. The Retail Bond Explanatory Note sets out a number of worked examples (extracted from the Explanatory Statement) to demonstrate, for illustrative purposes and based on certain assumptions, what a Retail Bondholder with a Nominal Value of £10,000 of Retail Bonds might receive depending on whether the Retail Bondholder elects the Equity/Cash Option or the Cash-Out Option.

This Retail Bondholder Explanatory Note is part of the explanatory statement being provided to all creditors for the purpose of providing creditors with sufficient information to make an informed decision on whether or not to approve the Restructuring Plans (the "Explanatory Statement"). In considering the Restructuring Plans and whether to vote in favour of them, Retail Bondholders should not rely only on the Retail Bondholder Explanatory Note, which is intended solely to provide a summary overview of the more detailed information contained in the remainder of the Explanatory Statement.


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