INFORMATION NOTICE
  • PART 1 - INELIGIBLE CREDITOR DETAILS

    If you are not the Ineligible Creditor (that is, a Person who held an economic or beneficial interest as principal in the Existing Notes held through the Clearing Systems at the Record Time), please ensure that you identify the Ineligible Creditor on whose behalf you are submitting this Information Notice. If such Ineligible Creditor does not wish to provide details of their identity, please identify a Person authorised to act as their representative.
  • To be completed if the Ineligible Creditor is a company, partnership or other non-natural Person
  • Details of Authorised Employee are required if the Ineligible Creditor is a company, partnership or other non-natural Person
  • PART 2 - HOLDING DETAILS

    Details of the Existing Notes to which this Information Notice relates


    The Account Holder held, at the Record Time, the following Existing Notes, which are identifiable by reference to: (a) in the case of Existing Notes held through Euroclear, the unique reference number issued by Euroclear; or (b) in the case of Existing Notes held through Clearstream or DTC, the unique reference number chosen by the Account Holder (and derived in the manner described below); and set out against such Existing Notes below.

  • Position 1

  • $
  • Limited to a total of 7 to 8 numbers and letters depending on Clearing House.
  • Position 2

  • $
  • Limited to a total of 7 to 8 numbers and letters depending on Clearing House.
  • Position 3

  • $
  • Limited to a total of 7 to 8 numbers and letters depending on Clearing House.
  • Position 4

  • $
  • Limited to a total of 7 to 8 numbers and letters depending on Clearing House.
  • Position 5

  • $
  • Limited to a total of 7 to 8 numbers and letters depending on Clearing House.
  • Please upload in file type limited to: xls, xlsx
  • Note 1 The unique reference number should be the unique reference number issued by Euroclear (where the Existing Notes referred to above are held through Euroclear) or chosen by the Account Holder (where the Existing Notes referred to above are held through Clearstream or DTC) to identify the outstanding principal amount of the Existing Notes in respect of which the Ineligible Creditor on whose behalf this Information Notice is submitted held an economic or beneficial interest as principal at the Record Time. The unique reference number shall be derived in the following manner: Initials of Clearing System + Clearing System account number + sequential letter of the alphabet. For the initials of clearing systems, Clearstream is “CS” and DTC is “DTC”. By way of example: (i) “CS23840a” would be the first position submitted by Clearstream Account Holder number 23840; and (ii) "DTC915c" would be the third position submitted by DTC participant number 915.
  • PART 3 - CONFIRMATIONS

    The Account Holder named below confirms to the Scheme Company, the Parent and the Residual Securities Trustee (select “yes” or “no” as appropriate for each item):

  • That all authority conferred or agreed to be conferred pursuant to this Information Notice and every obligation of the Account Holder under this Information Notice shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the Account Holder and shall not be affected by, and shall survive, the death or incapacity of the Account Holder and that all of the information in this Information Notice is complete and accurate.
  • That in relation to the Existing Notes identified in Part 2 of this Information Notice, the Account Holder has authority to give the confirmations and undertakings set out in this Part 3 of this Information Notice on behalf of itself and the relevant Ineligible Creditor (if different).

    An Account Holder who is unable to confirm “yes” in respect of paragraphs A to B above should contact the Residual Securities Trustee for assistance.
  • PART 4 - CLEARING SYSTEM ACCOUNT DETAILS

    This Part 4 is required to be completed with the details of the Euroclear or Clearstream account to which the Ineligible Creditor on whose behalf this Information Notice is submitted wishes the Residual Securities to which it is entitled under the terms of the Scheme be credited. Ineligible Creditors will be able to receive the Residual New Notes and Residual MEBs and any Cash Distributions or Non-Cash Distributions to which they are entitled only: (i) via Euroclear or Clearstream accounts; and (ii) in the event that they satisfy all applicable requirements set out in the Residual Securities Trust Deed. For the avoidance of doubt, where the Ineligible Creditor on whose behalf this Information Notice is submitted held those interests in the Existing Notes to which it was entitled at the Record Time through:

    (i) an account with Euroclear or Clearstream, that Ineligible Creditor may only designate that account (being the account identified in Part 2 of this Information Notice) to receive any New Securities, Cash Distributions and/or Non-Cash Distributions to which it may be entitled under the terms of the Residual Securities Trust Deed; or

    (ii) an account with DTC, that Ineligible Creditor will be required to designate a Euroclear or Clearstream Account to receive any New Securities, Cash Distributions and/or Non-Cash Distributions to which it may be entitled under the terms of the Residual Securities Trust Deed.

    Details of the clearing system account to which the Residual Securities and any Cash Distributions or Non-Cash Distributions to which the Ineligible Creditor is entitled under the terms of the Scheme and the Residual Securities Trust Deed should be credited are as follows:
  • Please select one only
  • PART 5 - SECURITIES LAW REPRESENTATIONS

    As a result of applicable securities laws and regulations, in order to receive the Residual Securities, Ineligible Creditors must make the following representations. Ineligible Creditors who are able to make these representations must make them through the relevant Account Holder in this Information Notice. Ineligible Creditors who are unable to make these representations shall, subject to any Sale Instruction, cease to hold any interest (beneficial or otherwise) in the Residual Securities and any Non-Cash Distributions or Cash Distributions on and from the Final Settlement Date.

    We understand and unconditionally acknowledge that:

    1. neither the Residual New Notes nor the Residual MEBs will be registered under the US Securities Act or any state or other securities laws of the United States or any other jurisdiction. Accordingly, the New Securities are being offered outside the United States in accordance with Regulation S under the US Securities Act. The Residual Securities may not be offered or sold in the United States or to any US Persons except in accordance with Regulation S under the US Securities Act or as set out in paragraph 2 below;

    2. in the event that any holder of the Existing Notes is a resident of the United States, the Residual Securities will be available solely to an Ineligible Creditor that is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the US Securities Act or a “qualified institutional buyer” within the meaning of Rule 144A under the US Securities Act;

    3. the distribution of the Residual Securities to Persons located in certain jurisdictions, including the states of Arizona, California, Colorado, Guam and Indiana, is also subject to the limitations described in Appendix 2 of the Scheme Document; and

    4. defined terms used in these Securities Law Representations shall be those defined in the Scheme.

    Furthermore, we represent for the benefit of the Scheme Company and the MEB Issuer that:

    1. we have complied with all laws and regulations applicable to us in force in any relevant jurisdictions as required for us to receive the Residual Securities and have obtained all authorisations required to be obtained by us under the laws and regulations applicable to us in force in any relevant jurisdiction to which we are subject and the Scheme Company, its directors and advisers shall not have any responsibility therefor;

    2. the distribution of the Residual Securities to us will not infringe the laws of any jurisdiction or require the Scheme Company to observe or obtain any authorisation;

    3. we are not requesting delivery of any Residual Securities to or to the order of, or for the account or benefit of, a Person that is located in any jurisdiction where the distribution of any of the Residual Securities to that Person would be prohibited by any applicable law or regulation or require the Scheme Company to observe or obtain any authorisation; and

    4. in the event that we are: (i) a US person (as defined in Regulation S under the US Securities Act); or (ii) located in the United States of America; we are a "qualified institutional buyer" (as defined in Rule 144A under the US Securities Act) or an institutional "accredited investor" (as defined under Rule 501(a)(1), (2), (3) or (7) of Regulation D under the US Securities Act) or purchasing for the account of a qualified institutional buyer or an institutional accredited investor (as the case may be) and: (i) the Residual Securities have not been offered to us by any form of general solicitation or general advertising; and (ii) our receipt of the Residual Securities is not part of a plan or scheme to evade the registration requirements of the US Securities Act.
  • Template Download
  • Please upload the signature page in file type limited to: pdf
  • PART 6 : SFA REPRESENTATIONS

    As a result of applicable securities laws and regulations, in order to receive the Residual Securities, Ineligible Creditors must make the following representations. Ineligible Creditors who are able to make these representations must make them through the relevant Account Holder in this Information Notice. Ineligible Creditors who are unable to make these representations shall, subject to any Sale Instruction, cease to hold any interest (beneficial or otherwise) in the Residual Securities and any Non-Cash Distributions or Cash Distributions on and from the Final Settlement Date.

    BLUE OCEAN RESOURCES PTE. LTD. – scheme of arrangement pursuant to section 210 of the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore (the “Scheme”) with the holders of the US$325,000,000 Amended and Restated Step Up Rate Guaranteed Senior Secured Notes due 2020 (the “Existing Notes”) to mandatorily exchange the Existing Notes for (i) US$145,750,000 Guaranteed Senior Secured Notes due 2021 (the “New Notes”) and (ii) 92,890 Zero Coupon Secured Mandatorily Exchangeable Bonds due 2022 (the “MEBs”) on the terms set out in the Scheme (the “Exchange Offer”)

    In connection with, and as part of the consideration of, the issue of the New Notes and the MEBs to us under the Exchange Offer, [I/we] hereby represent, warrant, agree, undertake, confirm and/or acknowledge to each of Blue Ocean Resources Pte. Ltd. and Azion Bao Pte. Ltd. (each, an "Issuer") that:

    1) [I am / We are] aware and understand (and each account for which [I am / we are] acting has been advised and understands) that (i) no prospectus in relation to the offer of the New Notes and the MEBs has been or will be registered under the Securities and Futures Act (Chapter 289; 2006 Revised Edition) of the Republic of Singapore (the “SFA”) and (ii) the offer of the New Notes and the MEBs to [me / us] (or such beneficial owner) is being made in reliance on the prospectus exemptions under section 274 and/or 275(1) of the SFA;

    2) As at the date of this Information Notice, [I am / We are] an institutional investor and/or a relevant person for the purposes of section 274 and/or 275(1) of the SFA;

    3) Each Issuer will rely on [my / our] confirmations, representations and warranties set out in paragraphs 1 and 2 above to offer the New Notes and the MEBs to [me / us] under the Exchange Offer and prospectus exemptions under the SFA, and will not carry out any further investigation as to whether [I am / we are] an institutional investor and/or a relevant person for the purposes of section 274 and/or 275(1) of the SFA; and

    4) [I / We] have completed this Information Notice and the information we have provided in this Information Notice is complete, accurate and correct as at the date of this Information Notice.
  • Please upload in file type limited to: pdf
  • PART 7 : EXECUTION BY ACCOUNT HOLDER

  • For confirmation of submission and contact
  • For contact only
  • Before returning this Information Notice, please ensure that you have provided all the information requested. Acceptance of this Information Notice by the Residual Securities Trustee is subject to, the Residual Securities Trustee being able to confirm that the Existing Notes identified in Part 2 of this Information Notice were held by that Account Holder at the Record Time by reference to the unique reference number issued by Euroclear (where the Existing Notes that are the subject of this Information Notice were held through Euroclear) or chosen by the Account Holder (where the Existing Notes that are the subject of this Information Notice were held through Clearstream or DTC).
  • Template Download
  • Please upload the signature page in file type limited to: pdf