About us

Algarve International B.V.

Is a limited liability company, incorporated under Netherlands law.

On 23 April 2001 for an unlimited duration, with registration number 34155411 and statutory seat at Naritaweg 165, 1043 BW Amsterdam, The Netherlands. The current statutory seat is at Kingsfordweg 151, 1.15, 1043 GR Amsterdam, The Netherlands.

The corporate purpose of the company is primarily to finance companies and enterprises and to borrow, to lend or to raise funds, including the issue of bonds, debentures and other securities and to create security in connection therewith.

ALGARVE INTERNATIONAL B.V.

(the Issuer)

(a private limited liability company (besloten vennootschap met: beperkte aansprakelijkheid)

incorporated under Netherlands law, having its official seat in Amsterdam, The Netherlands

NOTICE

to the holders of those of the

€126,500,000 6.40 per cent. Secured Bonds due 2027 of the Issuer presently outstanding

(ISIN: XS0132265710)

(the Bondholders and the Bonds respectively).

NOTICE IS HEREBY GIVEN to the Bondholders that, at the Meeting of such holders convened by the Notice dated 31 October 2025 and held on 25 November 2025, the Extraordinary Resolution set out in such Notice was duly passed. 

This Notice is given by:

ALGARVE INTERNATIONAL B.V.

Schiphol Boulevard 359, 1118 BJ Schiphol, The Netherlands

Dated 26 November 2025.

NOTICE OF MEETING

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS.  IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

ALGARVE INTERNATIONAL B.V.

(the Issuer)

(a private limited liability company (besloten vennootschap met: beperkte aansprakelijkheid)

incorporated under Netherlands law, having its official seat in Amsterdam, The Netherlands

NOTICE OF A MEETING

of the holders of those of the

€126,500,000 6.40 per cent. Secured Bonds due 2027 of the Issuer presently outstanding

(ISIN: XS0132265710)

(the Bondholders and the Bonds respectively).

NOTICE IS HEREBY GIVEN that a Meeting of the Bondholders convened by the Issuer will be held physically in the Netherlands and by way of audio or video conference call on 25 November 2025 at  10:00 a.m. (London time) for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an Extraordinary Resolution constituted by the bond trust deed dated 2 July 2001 as amended and restated on 26 January 2022 constituting the Bonds (the Bond Trust Deed) made between inter alia the Issuer and Citibank, N.A. (the Bond Trustee) as trustee for the Bondholders, Autoestrada do Algarve – Via do Infante – Sociedade Concessionária – AAVI, S.A. (formerly Euroscut – Sociedade, Concessionária da Scut do Algarve, S.A.) (the Company).

EXTRAORDINARY RESOLUTION

“THAT this Meeting of the holders of the €126,500,000 6.40 per cent. Secured Bonds due 2027 of ALGARVE INTERNATIONAL B.V. presently outstanding (ISIN: XS0132265710) (the Bonds and the Issuer respectively) constituted by the Bond Trust Deed dated 2 July 2001 as amended and restated on 26 January 2022 (the Bond Trust Deed) made between, inter alia, the Issuer and Citibank N.A. (the Bond Trustee) as trustee for the holders of the Bonds (the Bondholders) hereby:

  1. approves the proposals (the Proposals) to which this Extraordinary Resolution relates which are set out in the Solicitation Memorandum dated 31 October 2025 prepared by the Issuer and the Company addressed to the Bondholders, amongst others, (the Solicitation Memorandum) and their implementation on and subject to the conditions set out therein;
  2. sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Issuer and the Company, whether or not such rights arise under the Bond Trust Deed, the Intercreditor Deed or the Common Terms Agreement, involved in or resulting from or to be effected by, the Proposals and their implementation;
  3. authorises, instructs, directs, requests and empowers the Bond Trustee, and instructs and directs the Bond Trustee to instruct the Security Trustee, to concur in the Proposals and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Extraordinary Resolution and the implementation of the Proposals; and
  4. discharges and exonerates the Bond Trustee from all liability arising out of or in connection with this Extraordinary Resolution or for which it may have become or may become responsible under the Bond Trust Deed, the Bonds, the Intercreditor Deed or the Common Terms Agreement in respect of any act or omission in connection with the Proposals, their implementation or this Extraordinary Resolution.

Full details of the background to, and the reasons for, the Proposals and the Extraordinary Resolution are contained in the Solicitation Memorandum. Capitalised terms used in this Notice have the meanings given to them in the Solicitation Memorandum.

There will be no resolutions regarding redemption of the notes or conversion of the notes and there will be no settlement of claims.

The attention of Bondholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 8 of Voting and Quorum below.

Copies of the Bond Trust Deed (including the Terms and Conditions of the Bonds), the Solicitation Memorandum, the Virtual Meeting Guidelines (as defined in paragraph 1 of Voting and Quorum below) and of certain other relevant documents will be available online, via email at citiexchanges@citi.com or other electronic means by the Tabulation Agent or and in hard copy at the registered office of the Issuer during normal business hours on any weekday.

In accordance with normal practice, the Bond Trustee expresses no opinion as to the merits of the Proposals as presented to the Bondholders in the Solicitation Memorandum and referred to above (which it was not involved in negotiating).  It has, however, authorised it to be stated that, on the basis of the information set out in the Solicitation Memorandum (which it recommends Bondholders to read carefully), and in this Notice, it has no objection to the Extraordinary Resolution referred to above being submitted to the Bondholders for their consideration. The Bond Trustee has, however, not been involved in formulating the Proposals and makes no representation that all relevant information has been disclosed to Bondholders in the Solicitation Memorandum and this Notice.  Accordingly, the Bond Trustee urges Bondholders who are in any doubt as to the impact of the implementation of the Proposals to seek their own independent financial advice. 

The Issuer has appointed Citibank, N.A. to act as tabulation agent (the Tabulation Agent) in respect of the Proposals and the Meeting convened in respect of the Extraordinary Resolution.

The chairperson will be physically present in the Netherlands at CMS Derks Star Busmann N.V., Atrium, Parnassusweg 737, 1077 DG Amsterdam, The Netherlands and will host the Meeting. The Tabulation Agent as proxy on behalf of the Bondholders shall have the right to attend in person, however, the Tabulation Agent intends to attend by electronic means in accordance with the Virtual Meeting Guidelines.

VOTING AND QUORUM

  1. The provisions governing the convening and holding of a Meeting are set out in the Fourth Schedule to the Bond Trust Deed (the Fourth Schedule) except to the extent modified by the virtual meeting guidelines (the Virtual Meeting Guidelines) prescribed in accordance with paragraph 21 of the Fourth Schedule, a copy of each of is available online, via email at citiexchanges@citi.com or other electronic means by the Tabulation Agent and in hard copy at the registered office of the Issuer during normal business hours on any weekday.
  2. All of the Bonds are represented by a global Bond held by a common depositary for Clearstream Banking, SA (Clearstream, Luxembourg) and/or Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear).  For the purposes of the Meeting, a Bondholder shall mean each person who is for the time being shown in the records of Clearstream, Luxembourg or Euroclear as the holder of a particular principal nominal amount of the Bonds.
  3. As set out in the Solicitation Memorandum, a Bondholder wishing to vote at the Meeting must submit an electronic voting and blocking instruction through Euroclear or Clearstream, Luxembourg and the subject of such electronic voting instruction should be cast in favour of the Extraordinary Resolution or against the Extraordinary Resolution to pass the Proposals (the Electronic Voting Instruction). The Electronic Voting Instruction must be submitted at or before 10:00 a.m. (London time) on 19 November 2025 (the Expiration Time) and before the deadlines set by Euroclear or Clearstream, Luxembourg. Bondholders should check with the bank, securities broker or any other intermediary through which they hold their Bonds whether such intermediary will apply different deadlines for participation to those set out herein and, if so, should follow those deadlines.
  4. The submission of an Electronic Voting Instruction, which is not validly revoked, will automatically instruct Citibank, N.A. as the principal paying agent (the Principal Paying Agent) to appoint two or more nominees of the Tabulation Agent as its proxies to attend the Meeting (and any adjourned such Meeting) and to vote in favour of the Extraordinary Resolution or against the Extraordinary Resolution in respect of the Bonds which are the subject of the Electronic Voting Instruction.
  5. Each Bondholder submitting an Electronic Voting Instruction must also procure that Euroclear or Clearstream, Luxembourg blocks the Bonds which are the subject of such Electronic Voting Instruction, as applicable. By blocking its Bonds in Euroclear or Clearstream, Luxembourg, each Bondholder will be deemed to consent to that clearing system providing details concerning such Bondholder’s identity to the Issuer, the Tabulation Agent and their respective legal advisers. Bondholders should note that an Electronic Voting Instruction given in respect of a Meeting shall remain valid for any such adjourned Meeting unless validly revoked.
  6. Bondholders who submit Electronic Voting Instructions prior to the Expiration Time will not be able to revoke or amend such instructions at any time after the Expiration Time. During the period commencing on the Expiration Time and ending at the conclusion of the Meeting, Bondholders will not be able to submit Electronic Voting Instructions. If such Meeting is an adjourned Meeting, then during the period commencing on the 48 hours before the time and date for an adjourned Meeting (the Adjournment Instruction Deadline) and ending at the conclusion of the adjourned Meeting, Bondholders will not be able to submit Electronic Voting Instructions. Bondholders who have not already delivered Electronic Voting Instructions prior to the Expiration Time may submit Electronic Voting Instructions during the period commencing on the adjournment of the original Meeting and ending on the Adjournment Instruction Deadline.
  7. A Bondholder will be entitled to attend the Meeting or appoint any person other than the Tabulation Agent as proxy to attend the Meeting on its behalf. A Bondholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by the Principal Paying Agent relating to the Bonds in respect of which such Bondholder wishes to vote. A Bondholder may obtain a voting certificate in respect of its Bonds by (i) submitting an electronic instruction in accordance with the standard procedures of the relevant Clearing System via that Clearing System to the Principal Paying Agent, indicating its wish to attend the Meeting in person and providing the name, email address, telephone number and identity document number of the relevant attendee such that arrangements may be made for such person to be issued with a voting certificate in respect of such Bonds for the purpose of the Meeting and (ii) arranging for its Bonds to be blocked in the relevant Clearing System to the order of the Principal Paying Agent for the purpose of the Meeting, in each case not less than 48 hours before the time fixed for the Meeting (or, if applicable, any adjourned such Meeting) and such Bonds will not cease to be so blocked until the first to occur of the conclusion of the Meeting or any adjourned such Meeting and the surrender of the voting certificate to the Principal Paying Agent and notification by the Principal Paying Agent to the relevant Clearing System of such surrender or the compliance in such other manner with the rules of the relevant Clearing System. Any such identity document will need to be produced at the Meeting by such attendee in order to receive the relevant voting certificate.
  8. The quorum required at the Meeting is two or more persons (provided that the holder of, or proxy for the holder of, the Permanent Global Bond will be treated as being two persons for the purposes of the quorum requirement) present and representing in the aggregate not less than 50% in principal amount of the Bonds for the time being outstanding.  If a quorum is not present at the Meeting, the Meeting will be adjourned and the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Bondholders).  The quorum at such an adjourned Meeting will be two or more persons (provided that the holder of, or proxy for the holder of, the Permanent Global Bond will be treated as being two persons for the purposes of the quorum requirement) present and representing in the aggregate not less than 25% of the principal amount of the Bonds for the time being outstanding.
  9. Bondholders should note this quorum requirement and should be aware that if the Bondholders appropriately represented at the Meeting are insufficient to form a quorum the Extraordinary Resolution, and consequently the Proposals, cannot be formally considered thereat.  Bondholders are therefore encouraged either to arrange to be represented at the Meeting as soon as possible by submitting an Electronic Voting Instruction through Euroclear or Clearstream, Luxembourg.
  10. In accordance with the Virtual Meeting Guidelines, voting in respect of the approval of the Extraordinary Resolution will be by way of poll, and not by way of a show of hands.
  11. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than 75 per cent. of the votes cast.  If passed, the Extraordinary Resolution will be binding upon all the Bondholders, whether or not present at such Meeting and whether or not voting.

TABULATION AGENT

CITIBANK, N.A.

Address: Citigroup Centre, Canada Square, London  E14 5LB, United Kingdom

Email: citiexchanges@citi.com

PRINCIPAL PAYING AGENT

CITIBANK, N.A.

Address: Citigroup Centre, Canada Square, London E14 5LB, United Kingdom

Email: emea.at.debt@citi.com

BOND TRUSTEE

CITIBANK, N.A.

Address: Citigroup Centre, Canada Square, London E14 5LB, United Kingdom

Email: restructuringgroup@citi.com

This Notice is given by:

ALGARVE INTERNATIONAL B.V.

Schiphol Boulevard 359, 1118 BJ Schiphol, The Netherlands

Dated 31 October 2025

Bondholders whose Bonds are held by Clearstream, Luxembourg or Euroclear should reach out to their client relationship contact at Clearstream, Luxembourg and Euroclear.

Press release Algarve International B.V.

For immediate release, August 30, 2022

Notice regarding the change of rights of the holders of the €126,500,000 6.40 per cent. Secured Bonds due 2027 of Algarve International B.V. (the Issuer) presently outstanding (ISIN: XS0132265710) (the Bondholders and the Bonds respectively).

The Issuer requested the approval of the Bondholders to (1) sanction and approve the termination of a bond financial guaranty and full release of the guarantor under certain finance documents, and (2) approve certain finance documents to make the changes necessary to reflect the transfer of a share interest in the capital of the Issuer and the termination of financial guaranties. The resolution was duly passed on 30 December 2021.

The Issuer has been informed that Cintra Infrastructures SE has transferred 3,600 shares corresponding to 20% of the share capital of the Issuer to FADOS II B.V. Closing of the transaction took place today. Following such transfer, DIF Participations 4 Luxembourg S.à.r.l. holds 49% of the shares in the Issuer, FADOS II B.V. holds 48% of the shares in the Issuer, a third party holds 3% of the shares in the Issuer and Cintra Infrastructures SE holds no longer shares in the Issuer.

The Issuer hereby notifies that the changes to the rights of the Bondholders become effective on August 30, 2022.

Bond Trust Deed
ReferenceSummary
Various ProvisionsThe following changes are made as a result of the Removal of Syncora and, consequentially, the changes to the Instructing Creditor definition:
Parties: Syncora removed as Guarantor and references to Guarantor deleted across the Finance Documents
Recital: Limb (C) – removed as this described the Bond Financial Guaranty
Recital: Limbs (G) – references to Reimbursement Agreement deleted
Definition: “Bond Creditor” – deleted
Definition: “Bond Financial Guaranty” – deleted
Definition: “Negative Approval Basis” – included to refer to the fact that under certain provisions of the Common Terms Agreement, described above, (such provisions where Syncora as Instructing Creditor previously had sole approval or veto rights) provided action can only be taken by the Bond Trustee where the 50% threshold applicable to the Negative Approval Basis is met
Definition: “Reimbursement Agreement” – deleted
Definition: “XL Event of Default” – deleted
Clause 6(A): (Modification and Waiver) – deletion of reference to XL (Syncora) and to Bond Financial Guaranty
Clause 6(B): (Modification and Waiver) – deletion of reference to provision requiring the Bond Trustee, in certain circumstances, to act under the instructions of the Instructing Creditor as the Instructing Creditor is not Syncora going forward and the provision is not appropriate given the Instructing Creditor going forward will be determined on a Majority Creditor basis (capturing the Bondholders)
Clause 7.3: (Event of Default) – deletion of references to XL (Syncora) being the Bond Creditor
Clause 8.2: (Investment of Moneys) – deletion of references to amounts received under the Bond Financial Guaranty
Clause 8.4: (Alternative Investment) – deletion of references to XL (Syncora) being the Bond Creditor
Clause 9.1(H) and (K): (Reliance on Information) – deletion of references to XL (Syncora) being the Bond Creditor
Clause 10.4: (Interests of the Bondholders) – deletion of references to XL (Syncora) being the Bond Creditor
Clause 11: (XL and the Bond Financial Guarantee) – deleted
Clause 13.1: (Appointment and Removal of Bond Trustees) – references to prior approval of XL as Bond Creditor removed
Clause 13.3: (Retirement of Bond Trustees) – deletion of references to XL (Syncora) being the Bond Creditor
Clause 10.6 (Negative Approval Basis)This provides that the Bond Trustee is required to act on the Negative Approval Basis under clauses 9.17, 11.4(b) and (c), clause 11.5(b) and (c) and 11.18 of the Common Terms Agreement. Where such a decision is made on a Negative Approval Basis this clarifies that the Bondholders have 10 Business Days to object to the relevant course of action, save in relation to clause 11.4(b) of the Common Terms Agreement where the relevant period is 20 Business Days.
Clause 15.4 (Process Agent)Update to the process agent details whereby documentation under any English law proceedings must be delivered to the DIF Management UK address (replacing the Cintra address that was previously included)
Terms and Conditions of the BondsReferences to XL and Syncora have been deleted
References to Dexia Banque have been deleted as it is no longer carrying out the role of Paying Agent in Luxembourg
Drafting clarifies that from the Second Effective Date, the Bonds are no longer guaranteed
Drafting explaining the Bond Financial Guarantee deleted
References to the Financial Guaranties deleted

Copies of the Bond Trust Deed (including the Terms and Conditions of the Bonds) and of certain other relevant documents will be available online, via email at citiexchanges@citi.com or other electronic means by Citibank, N.A. or in hard copy at the registered office of the Issuer during normal business hours on any weekday.

Inquiries

For further enquiries on this press release, please contact:

The Issuer

Borja Meseguer Carbonell, Managing Director, B.Meseguer@dif.eu, telephone: +34917378778.

About

The principal activity of the Issuer is the financing of affiliated companies and enterprises and to borrow, to lend or to raise funds, including the issuance of bonds and debentures and to create security in connection therewith.

Disclaimer

Certain of the statements contained herein are not historical facts, including, without limitation, certain statements made of future expectations and other forward-looking statements that are based on current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements.

Amsterdam, February, 7, 2014, Algarve International B.V. (XS0132265710, the ‘‘Company’’) announces to its shareholders and the general market that further to the information as published on the website on October 18, 2013, regarding the textual errors in (i) the interim report for the half-year ending June 30, 2012, (ii) the annual report for the year ending December 31, 2012 and (iii) the interim report for the half-year ending June 30, 2013, the Company, its auditor and legal advisors have amended these textual errors.

A reference to the amended wording and the auditors’ report as issued on October 30, 2013, can be found on , More information…

Amsterdam, October 18, 2013, Algarve International B.V. (XS0132265710, the “Company”) announces to its shareholders and the general market that it has come to its attention that a number of textual errors have been made in the disclosures of (i) the interim report for the half-year ending June 30, 2012, (ii) the annual report for the year ending December 31, 2012 and (iii) the interim report for the half-year ending June 30, 2013.

The Company is currently taking the necessary steps with its auditor and its legal advisors to have these textual errors amended.

The company emphasizes that said textual errors do not affect the reported or still to be reported financial figures.

More information…