Fiesta Telecommunications Group Case Study

This session has been designed to debate the key issues that might arise in a European cross border restructuring.

During the session you will be asked to prepare for a meeting with the Board of Fiesta Telecommunications Group to discuss the current restructuring proposal that is being developed, the key implementation risks and how these can be mitigated.

Attached is a file note and supporting documentation created by your Managing Director who has recently met with the Finance Director of Fiesta Telecommunications Group. You should treat this information as key background information and it is assumed that you will be familiar with the background material at the session.

MEETING NOTE

Client: Fiesta Telecommunications Group (FTG/the Group)

Meeting Date: 6 January 2015

Subject: Proposed restructuring of FTG Location: London, UK

Author: A Managing Director

Attendees: A Managing Director (AlixPartners)

A Director (AlixPartners)

Roberto Iaquinta (Finance Director – FTG)

Vincenzo Bepetti (MCG Legal – Milan office)

James McGill (MCG Legal – London office)

Notes

Introduction

The purpose of this meeting note is to summarise the information received and issues raised from our meeting with FTG and their corporate legal advisers, MCG Legal.

We are being retained by FTG to provide advice on the restructuring strategy that FTG are currently developing, in order to ensure that the most appropriate strategy is adopted and all material implementation risks have been identified, considered and mitigated (to the extent possible).

This meeting note covers the following key areas and is aimed at providing background to the current position of FTG.

- Overview

- Debt and security structure

- Recent developments

- Operational overview

- Current financial position

- Stakeholder discussions

- Valuation considerations

- Proposed restructuring strategy

- Points for discussion at next meeting

Attached at Appendix A is an extract from FTG’s group structure chart and a map highlighting the jurisdictions in which FTG operates.

Notes

Overview

FTG is a global fully integrated telecommunications provider offering mobile, fixed and internet services to pre-paid and contract customers. FTG operates in 37 countries, providing telecommunications services to over 50 million subscribers. Fiesta Telecommunications Group S.a.r.l is the parent company of the Group and is headquartered in Luxembourg.

FTG expanded from a national operator based in Italy in the late 1990’s to a global enterprise on the back of an aggressive expansion policy, which resulted in a number of strategic acquisitions, firstly across Europe and then subsequently into emerging markets across the world. The expansion of its core business was funded from secured and unsecured corporate bond issuances, with funding raised in the US bond market.

As part of its expansion, FTG has invested in excess of €4 billion in developing its infrastructure and securing licences. FTG’s competitive advantage is that in a number of jurisdictions it is the only provider that provides mobile, landline telephony and internet in one complete package, from one point of sale and service with one single account.

FTG has a global workforce of over 20,000 employees, generates annual revenue of €3.2 billion and sells its products through an extensive branch network complemented by dealer network arrangements and joint venture partners in certain jurisdictions.

FTG is split into five geographically orientated operating clusters:

• Western Europe (13 countries)

• Eastern Europe (5 countries)

• Africa (7 countries)

• Americas (7 countries)

• Asia (5 countries)

Each operating cluster is held by interim Luxembourg registered holding companies with individual operating companies registered in each operating jurisdiction.

All of the Group’s divisions are profitable, with the exception of the Asia division, into which the Group has invested over €1.5 billion in the last five years acquiring mobile spectrum and developing its own infrastructure. The Asia division has attempted to secure critical mass through an aggressive pricing model, however its efforts have been hampered by technical difficulties and poor customer service.

FTG has a research & development “centre of excellence” located in Italy. FTG’s intellectual property is owned by FTG Licensing S.a.r.l., a Luxembourg registered company, and licensed to the operating subsidiaries in various jurisdictions.

The Group is owned by a two Jersey based trust companies, which we understand are controlled by Alessandro Di Pietro, an Italian billionaire. Mr Di Pietro is currently being investigated by the Italian tax authorities, who have obtained orders freezing the majority of his personal assets.

Notes

Debt and security structure

A high level summary of the Group’s capital structure and key participants is attached at Appendix B.

The Group’s facilities comprise:

• A €500 million revolving credit facility (RCFs), with FTG Finance I S.a.r.l. as borrower and various entities in the Group as guarantors, which is fully drawn.

• A series of interest rate swap agreements entered into by FTG Finance I S.a.r.l. with a number of financial institutions (the Hedging Banks), which were closed out and replaced by hedging unwind amendment agreements in November 2014. The Hedging Banks benefit from the same guarantee structure as the RCFs. Total amounts crystallised and owing under the hedging unwind amendment agreements are €55m.

• Senior secured notes (SSNs) in the amount €2.0 billion, issued by FTG Finance I S.a.r.l., maturing in 2016 and benefitting from the same guarantee structure as the RCFs.

• Senior unsecured notes (SUNs) in the amount of €500 million due in 2017, issued by FTG Finance II SCA and benefitting mostly from the same guarantee structure as the other lenders, albeit FTG Finance I S.a.r.l. is not a guarantor. The SUNs are subordinated to the RCFs, Hedging Banks and SSNs under the terms of an inter-creditor agreement.

The RCFs, Hedging Banks and SSNs benefit from a comprehensive security package, with security held over assets at Luxembourg holding company level and at individual operating company level. In particular, the security package includes share pledges over various entities and the intercompany receivables due to FTG Finance I S.a.r.l. and FTG Finance II SCA from various entities. Suisse Chase acts as the Security Trustee.

MCG Legal, the Group’s legal advisers, have confirmed that under the terms of the inter-creditor agreement, the debts owed to the RCFs and the Hedging Banks rank as pari passu as ‘Super Priority Debt’. The Super Priority Debt ranks above the debts owed to the SSNs which, in turn, ranks above the debts owed to the SUNs. Under the inter-creditor agreement, the SUNs are restricted from taking enforcement action prior to the discharge of the Super Priority Debt and the SSNs.

MCG Legal have also confirmed that majority lender consent (ie: greater than 66.67%) is required between the RCFs, Hedging Banks and SSNs to approve acceleration and enforcement or entering into a standstill agreement. Majority lender consent is also required to authorise the Security Trustee to release security, guarantees and obligations to facilitate any proposed sale transaction. However, 100% lender consent (within any affected tranche of debt) is required to facilitate the transfer of debt to another party, or to amend commercial terms (such as the repayment terms or maturity date).

There has been substantial market noise in the last six months about FTG’s current trading performance and its ability to meet the 2016 SSN maturity, which has led to substantial trading in the Group’s SSNs and SUNs. On the back of these market rumours, the price of the SSNs in the secondary market has traded down from 90s to high 50s, and the SUNs from 70s to below 10.

The volume of trading has led to the make-up of the SSNs and SUNs changing substantially, with a number of US and European distressed investors looking to obtain information on the Group and position themselves to participate in the forthcoming restructuring. In particular, Mr Iaquinta has noted that Roma Gaul Investments, a New York based hedge fund, has built a large position in the SUNs and a smaller stake in the SSNs. A number of distressed investors have mirrored Roma Gaul Investments approach and taken cross holdings in the SSNs and SUNs.

The Group’s external financing has been on-lent within the Group through the various Luxembourg holding companies, which has created substantial intercompany balances owed to FTG Finance I S.a.r.l. and FTG Finance II SCA.

Notes

Recent developments

The on-going economic crisis has had a substantial impact on the Group’s operations, with severe austerity measures implemented by governments in the Group’s core European markets having a direct impact on consumer spending and telecoms revenue. There continues to be significant uncertainty as to the timing and level of any economic recovery across the Eurozone, which has also impacted on consumer confidence.

Compounding the general economic malaise, governments in Greece, Spain and Italy have sought to raise tax revenues via additional levies on the telecoms sector. In addition to macro-economic instability, the Group and its main competitors have very similar product offerings, leading to an extremely competitive market in most jurisdictions, with certain of its competitors adopting aggressive pricing strategies to expand market share. The Group had been particularly affected by the aggressive action taken by its competitors and this has contributed directly to the loss of revenue experienced since the beginning of 2014. The Group’s Asia division continues to absorb cash due to the need for capital investment and remains loss making as it attempts to secure market share and gain critical mass. The Asia division is forecast to consume cash of US$300 million over the next three years before achieving profitability from FY18, of which US$150 million is forecast to be required in FY15. The Americas division has continued to gain market share and improve profitability, however the Group’s ability to upstream free cash flow has been restricted by local regulatory regimes and commercial arrangements with local joint venture partners. In view of the deteriorating financial performance, the Group has embarked on a number of initiatives to provide financial stability, address its capital structure and turn around the business. In November 2014, the Group’s management revised its three year outlook for the Group and reviewed its forecast liquidity position in light of recent operating results. Management forecast that the Group will have insufficient cash flow to meet its current interest bill and amortisation payments on its €3.0 billion of debt as well as meeting the capital investment requirements of the Asia division. As a result of the Group’s liquidity forecast, in November 2014 the board of FTG (the Board) initiated discussions with the representatives of, and advisors to, the RCFs, the Hedging Banks and the SSNs (together, the Secured Lenders). The purpose of those discussions was to explore the possibility of deferring FTG’s obligations towards such creditors in order to allow the Group to take action to improve its liquidity position and stabilise its capital structure through alternative options, including a possible reduction in the Group’s debt and/or the implementation of a restructuring of the Group. On 2 December 2014, the Group formally engaged Sachs Morgan, a global investment bank, to provide financial advisory services in connection with possible restructuring options for FTG. Also on 2 December 2014, the Group announced that it had reached a standstill agreement with the Secured Lenders in respect of certain upcoming principal debt and interest payments in order to provide breathing space for the Group to explore its options. The standstill agreement suspended the rights of creditors in relation to certain events of default that would otherwise have resulted from certain obligations not being met, including but not limited to the following:

- a €52.5 million principal payment and default interest on that amount due from FTG Finance I S.a.r.l. to the RCFs on 31 December 2014;

Notes

- payments of €55.0 million due from FTG Finance I S.a.r.l. to the Hedging Banks on 31 December 2014 under the hedging unwind amendment agreements; and

- an interest payment of €31.25 million due from FTG Finance I S.a.r.l. to the SSNs on 15 January 2015.

The standstill agreement is due to remain in place until 30 June 2015. The Secured Lenders also agreed to suspend their rights in relation to any non-compliance by the Group with certain financial and other covenants for the duration of the standstill agreement. The Board are becoming increasingly concerned as to their fiduciary duties as directors as the current capital structure is unsustainable, and the ultimate owner, Mr Di Pietro, is unable to inject additional equity to recapitalise the Group due to his issues with the Italian tax authorities. The Group has announced a strategic review of its business to ensure the Group’s long-term success and has approached select financial investors to acquire FTG’s operations or to make an investment in the Group in connection with a restructuring of its debt. Sachs Morgan have been asked to oversee a discreet sales process on its behalf and in addition, John Jones of KDPE Consulting has just been appointed as the Group’s Chief Restructuring Officer in line with the terms of the standstill agreement.

Notes

Operational overview

The Group’s global and European headquarters are located in Milan, Italy, with divisional headquarters in each of its geographic markets. The registered office of the Luxembourg holding companies and Fiesta Telecommunications Group S.a.r.l, the Group’s parent company, is in Luxembourg. The Group’s Board meet monthly in Luxembourg, and a small administrative office in Luxembourg oversees the day to day affairs of the Luxembourg holding companies, holds the Group’s statutory records and is primarily responsible for liaising with the Group’s auditors, Quattro Grandi Partners, who are also based in Luxembourg.

The rest of the Group’s administrative functions are managed in each of the divisional head offices, with the global head office also having human resources, information systems, central administration and finance functions.

The Group’s intellectual property is owned by FTG Licensing S.a.r.l. and licensed to individual operating companies. Management of the Group’s intellectual property is maintained at the Luxembourg administrative office.

The Group’s operations, with the exception of the Asia division, are profitable and cash generative, however the interest bill on the Group’s €3.0 billion debt and forthcoming maturities are unsustainable from forecast EBITDA.

The Asia division’s losses have been funded by the Group via intercompany loans. However, there are certain intercompany balances due to the Asia division from certain European operating entities with balances outstanding of approximately €30m.

Mr Iaquinta has emphasised that there are extensive inter-company balances between the Western Europe and Eastern Europe operating companies with a combined net value of over €250m, a legacy of how expansion of the Group was originally funded and intercompany trading balances relating to the Group’s cash pooling function.

The Africa and Americas clusters operate independently and are self-sufficient, reporting back monthly for consolidated reporting purposes. The Asia unit is loss making and substantial financial support is required over the next three years to reach break-even (estimated at US$300m in total).

In each of its jurisdictions, the Group’s activities are regulated by local telecommunications regulators and all trading operations are subject to licenses issued by local regulatory bodies. In addition, in certain jurisdictions, the Group’s operations use competitors’ existing infrastructure, paying agreed usage and access fees. The Group also has a number of local joint venture partners through whom the Group’s products and services are sold.

Current financial position The Group’s trading performance had been severely impacted by the Eurozone austerity measures of the past few years and the aggressive price competition with its competitors. The combined effect of the on-going recessionary conditions, additional tax burden and cash drain from the Asia division has weighed heavily on FTG in the last 12 months and will continue to do so for the foreseeable future. FY14 EBITDA was c.€265m compared to the original budget of €550 million. FY15 EBITDA is now expected to be flat against an original budget of €600 million. As such, the debt burden of €3.0 billion is not sustainable. As at 6 January 2015, the Group has aggregate cash balances of €200 million, of which c. €40m is considered to be “trapped cash” within the Americas division and not available for transfer back centrally to the Group. Whilst the current and forecast cash balances are sufficient to meet operational costs, the Group has insufficient free cash to fund the payments now due to the RCF, Hedge Banks and SSNs totalling €138.75m. Detailed financial information is in the process of being prepared and will be provided at the next meeting with the Group.

Notes

Stakeholder discussions

The Group, supported by Sachs Morgan, has commenced preliminary discussions with the Secured Lenders, as its key financial stakeholders, in order to canvas the views of stakeholders ahead of the forthcoming restructuring. Initial discussions led to the signing of the standstill agreement which runs until 30 June 2015.

The Group has not sought to include the SUNs in initial discussions, on the basis that the valuation obtained by the Group indicate that the SUNs are substantially out of the money and will not have an economic interest in the forthcoming restructuring.

The broad position of each stakeholder group is as follows:

- RCFs – the RCFs have indicated they are not interested in rescheduling amortisations, extending the maturity of their exposure or converting their debt to equity in a revised capital structure, given their super-senior basis and sufficient coverage based on the current enterprise valuation estimates. The RCFs have made it clear they are seeking to “cash out” their position via the forthcoming restructuring.

- Hedging Banks - Having entered into settlement agreements to close out previous interest rate hedges in late 2014, and also benefitting from super senior status, the Hedging Banks are expected to adopt a similar position to the RCFs, in that they are not interested in rescheduling repayments or converting their debt to equity.

- SSNs – the SSNs have been heavily traded in recent months and the composition of the note holder group has changed substantially. It is believed that the majority of the SSNs, having bought into the position sub-par, are amenable to converting their debt to equity in order to secure control over the Group. An ad hoc committee of the majority SSNs has been formed to work on a restructuring package and undertake negotiations with the Group and other key stakeholders.

- The ad hoc committee is concerned that the Asia division’s underperformance has been a contributing factor to the Group’s current crisis, and due to the extent of the cash commitment required for the Asia division in the near future, they would like to see the RCFs and Hedging Banks retain an equity stake in a revised capital structure for the Group. Without such support, the ad hoc committee consider that the Asia division may need to be shut down or divested.

- A minority of SSNs are not interested or unable to hold equity and are seeking to cash out their positions.

- SUNs – the Group has not sought to engage with the SUNs at the moment on the basis that the Group’s view is that the SUNs are substantially under water and therefore they do not have an economic interest in the forthcoming restructuring discussions.

- Mr Iaquinta has mentioned that he understands from discussions with other lenders that Roma Gaul Investments considers that the Group’s value breaks in the SUNs debt, and has obtained a valuation purporting to demonstrate that this is the case. Mr Iaquinta notes that neither the Group’s Board, nor their advisers, can understand how Roma Gaul Investments have arrived at such a high value for the Group. Roma Gaul Investments have declined a request to share their valuation with the Group. It is expected that Roma Gaul Investments are seeking to gain leverage in the forthcoming restructuring discussions, in order to push the Group and the Secured Lenders to agree a bilateral settlement of their exposure.

Notes

Valuation considerations In anticipation of the forthcoming restructuring, the Group has obtained a valuation of the Group’s operations from Archer Abrahams, a global investment bank. Archer Abrahams’ valuation indicates that the Group has a current enterprise value of between €1.5 billion and €1.7 billion. Mr Iaquinta understands that the ad hoc committee of SSNs are proposing to “credit bid” for the Group, utilising the existing SSN exposure of €2 billion to ensure that their offer can clearly be seen to maximise value for the Group as against Archer Abrahams’ valuation. A comparison of the Archer Abrahams valuation as against the Group’s capital structure is outlined in Appendix C.

Proposed restructuring strategy Due to the debt level and structure of the Group, the Board has determined that a debt restructuring of the Group is required, either on a consensual basis or through an insolvency process. The Board is concerned that the estimated value of the Group, where the SUNs have no value, makes structuring a deal capable of achieving 100% consent of all lenders either too expensive, or too difficult. The Board is also concerned as to the ability of the SUNs (many of whom are US based) to take action to disrupt the restructuring process. In the event that a consensual deal is not achievable, the Board initially understood that a restructuring could be implemented by enforcement of the share pledge security held over the Luxembourg holding companies. However, MCG Legal has advised that this option has been discounted as the finance documents contain unclear wording relating to the valuation requirements where a share pledge enforcement takes place. It is therefore highly likely that any share pledge enforcement would be subject to legal challenge by disenfranchised stakeholders (ie: the SUNs). Accordingly, the Board and its advisers are now considering that the option that maximises the value for creditors would be to execute a sale of the Group’s key assets, which comprise the intercompany receivables of FTG Finance I S.a.r.l. and FTG Finance II SCA and the shareholding of FTG Holdings (Luxembourg) S.a.r.l in FTG Holdings I S.a.r.l. (thereby capturing the Group’s operating entities) via a pre-packaged UK Administration sale. A restructuring of the Group in this manner would require the existing security and guarantees over the target assets to be released, and the transaction will require the support of a sufficient majority of the Secured Lenders. The Group will also have to demonstrate that the centre of main interests of the Luxembourg holding companies is in the UK. If the restructuring is implemented in this manner, it is anticipated that:

• the RCFs and the Hedging Banks will be paid out in full (given their super-senior status); • the SSNs will either be partially paid out (if the Group’s assets are sold to a third party purchaser), or will credit

bid for the Group and convert the majority of their €2 billion exposure into equity in a newco structure; • the SUNs exposure will remain as a claim against the insolvent FTG Finance II SCA, an entity which will have no

residual assets; and • existing shareholders will receive no return.

Notes

As a business reliant on consumer confidence, the Board is also concerned about the potential operational impact of a non-consensual restructuring taking place in the public domain over an extended period of time, with the potential for competitors to seek to leverage off the Group’s financial problems. The Board’s preference is therefore to undertake a targeted sales process, outside of the public domain, aimed at financial investors (such as the SSNs) with the ability to take control of the Group. Mr Iaquinta has noted that the recent valuation obtained from Archer Abrahams will be used as a benchmark to support the sale price achieved. MCG Legal has advised that should the preferred purchaser be the SSNs (represented by the ad hoc committee), a UK Scheme of Arrangement will also be required to overcome certain 100% lender consent clauses in the SSN finance documents. The Board is now seeking to obtain our advice on the proposed restructuring in order to ensure that the most appropriate strategy is adopted for the forthcoming restructuring.

Points for discussion at next meeting Before we meet to discuss the Board’s requirements, please give consideration to the following:

a. Does the Board’s proposed restructuring plan make sense? Are there better alternatives that should be considered?

b. What are the key issues, concerns and risks of the restructuring plan for:

• the Group • the Stakeholders • the Insolvency Practitioner

c. How would these risks be mitigated?

A Managing Director – 6 January 2015

1

Appendix A: extract of Fiesta Telecommunications Group structure chart

€350m

€100m

FTG Finance I SarlFTG Finance II SCA

FTG Licensing Sarl FTG Holdings II Sarl

Western Europe operating subsidiaries (13 in total)

FTG Holdings III Sarl

Eastern Europe operating subsidiaries (5 in total)

FTG Holdings V Sarl

Americas operating subsidiaries (7 in total)

FTG Holdings (Cayman) Limited

Asia operating subsidiaries (5 in total)

FTG Holdings VI SarlFTG Holdings IV Sarl

Africa operating subsidiaries (7 in total)

Fiesta Telecommunications Group Sarl

FI Trustees Limited (Jersey)

FI Nominees Limited(Jersey)

50% 50%

Senior unsecured notes (€500m)

RCF (€500m)Senior secured notes (€2bn)Swaps (€55m)

Key: Shareholders Luxembourg registered Cayman Islands registered Operating companies Security provided Cross guarantee

Select intercompany balances

€30m

FTG Holdings I Sarl

FTG Holdings (Luxembourg) Sarl

€120m

€300m

€175m

€475m

€225m

€300m

€330m

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Appendix A: Fiesta Telecommunications Group operating divisions

Key: Americas Africa Eastern Europe Asia Western Europe

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Capital structure

Appendix B: capital structure and key participants

€ million

Equity Senior unsecured notes Senior secured notes RCF Hedge lenders

100

500

55

500

Order of priority

2000

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ParticipantClose out

claim (€)Percentage holding (%)

Ryder Bank 13,750,000 25.00%Lichtenstein Credit International 13,750,000 25.00%Global Bank plc 13,750,000 25.00%Belgian Bank NV 13,750,000 25.00%Totals: 55,000,000 100.00%

Appendix B: capital structure and key participants (cont’d)

ParticipantCommitment

(€)Percentage holding (%) Participant

Commitment (€)

Percentage holding (%)

Scando Bank 150,000,000 7.50% Harding Finance House Partners 25,000,000 1.25%Dutch Bank 150,000,000 7.50% Strech Development Fund 25,000,000 1.25%East Orient Bank 150,000,000 7.50% Crane Investments (Luxembourg) S.a.r 25,000,000 1.25%Americas Bank 150,000,000 7.50% Louvre Investment Fund 25,000,000 1.25%North West Bank 150,000,000 7.50% Broading Investment Bank 25,000,000 1.25%East Opportunity Fund 150,000,000 7.50% European Distressed Holdings 20,000,000 1.00%Roma Gaul Investments 71,000,000 3.55% Euro Opportunities Fund 20,000,000 1.00%Sw iss Investment Bank Holdings 50,000,000 2.50% Manchester Global Finance 20,000,000 1.00%Exeter Global Finance 50,000,000 2.50% Euro Alternative Investments 20,000,000 1.00%Morgan Capital Funds 50,000,000 2.50% MTA European Opportunity Fund 20,000,000 1.00%Euro Offshore Bank 50,000,000 2.50% Veil Investments 20,000,000 1.00%State Bank 50,000,000 2.50% Golden Euro Opportunities 20,000,000 1.00%Rubicon Opportunity Fund L.P. 30,000,000 1.50% Masthead Development Fund 20,000,000 1.00%Shiremore Limited 30,000,000 1.50% Finexeter Investments 20,000,000 1.00%Tiger Fund Opportunities 30,000,000 1.50% Cropper Investment Fund 20,000,000 1.00%Anglo-Celtic Bank 30,000,000 1.50% Cato Investment Bank 10,000,000 0.50%Echo Holdings 30,000,000 1.50% Nero Distressed Invetments 10,000,000 0.50%Ceasar European Opportunities 29,000,000 1.45% Harbourmoor Private Equity 10,000,000 0.50%Goulburn Investment Bank 25,000,000 1.25% Tow ertrial Investments 10,000,000 0.50%Coastline Investment Bank 25,000,000 1.25% Old School Capital Investments 10,000,000 0.50%Amalfi Investment Holdings 25,000,000 1.25% Silk Europe Distressed Opportunities Fu 10,000,000 0.50%Roma Distressed Asset Fund 25,000,000 1.25% Redville Equity Fund 10,000,000 0.50%Dover Equity Investments Fund 25,000,000 1.25% Skycloud Investors 10,000,000 0.50%Arcane Investment Fund 25,000,000 1.25% Cardamour Investment Fund 10,000,000 0.50%Teleco Investment Opportunities 25,000,000 1.25% Snow don Heights Investments 10,000,000 0.50%

Totals: 2,000,000,000 100.00%

Senior secured noteholders (SSNs)Hedging banks

RCF lenders

ParticipantCommitment

(€)Percentage holding (%)

Roma Gaul Investments 325,000,000 65.00%European Distressed Holdings 30,000,000 6.00%Euro Opportunities Fund 20,000,000 4.00%Manchester Global Finance 20,000,000 4.00%Euro Alternative Investments 20,000,000 4.00%MTA European Opportunity Fund 20,000,000 4.00%Veil Investments 15,000,000 3.00%Golden Euro Opportunities 15,000,000 3.00%Masthead Development Fund 10,000,000 2.00%Finexeter Investments 10,000,000 2.00%Eastern Frontier Holdings 5,000,000 1.00%Rubix Distressed Opportunities 5,000,000 1.00%Low cut Holdings S.a.r.l 5,000,000 1.00%Totals: 500,000,000 100.00%

Senior unsecured noteholders (SUNs)

ParticipantCommitment

(€)Percentage holding (%)

Ryder Bank 70,000,000 14.00%Asia Large Bank 70,000,000 14.00%Belgian Bank NV 70,000,000 14.00%Suisse Bank International 70,000,000 14.00%Sw iss Credit, London 70,000,000 14.00%Italian Grande Holdings 50,000,000 10.00%Italian Investment Group 50,000,000 10.00%Global Bank plc 50,000,000 10.00%Totals: 500,000,000 100.00%

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€ million

Equity Senior unsecured notes Senior secured notes RCF Hedge lenders

100

2000

500

55

500

Appendix C: valuation summary

Archer Abrahams valuation• Valuation methodology - enterprise valuation.

• Valuation range - €1.5 billion to €1.7 billion.

1,500 to 1,700

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