DAX ®13.576,68+1,41%TecDAX ®3.225,97+1,75%Dow Jones28.989,73-0,58%NASDAQ 1009.141,47-0,82%
finanztreff.de

DGAP-Adhoc: Ardilla Segur S.A.: Convening Notice - Noteholder meeting to be held on 19 December 2019 11:30 AM

| Quelle: Dow Jones Newsw... | Lesedauer etwa 8 min. | Text vorlesen Stop Pause Fortsetzen


DGAP-Ad-hoc: Ardilla Segur S.A. / Key word(s): Issue of Debt/Statement
Ardilla Segur S.A.: Convening Notice - Noteholder meeting to be held on 19
December 2019 11:30 AM

06-Dec-2019 / 17:28 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

*Ardilla Segur S.A. *acting in relation to its *Compartment 29*
7, Grand Rue
L-6630 Wasserbillig
RCS Luxembourg: B137746
(the "*Issuer*")

6 December 2019

*Convening Notice - Noteholder meeting to be held on 19 December 2019 11:30
AM*

The Issuer hereby announces that the Noteholder meeting of 4 December 2019
was not quorate and therefore adjourned (the "*First Meeting*"). The Issuer
therefore gives notice to the holders of its:
*MULTIBANK INDEX LINKED NOTES 2027 (ISIN XS1633062127) *(the "*Notes*")
of, and convenes all such holders to, a second Noteholder meeting to be held
at Sofitel Luxembourg Europe, 4, rue de fort Niedergrünewald, L - 2226
Luxembourg, Grand Duchy of Luxembourg, on Thursday, 19 December 2019 at
11:30 am (the "*Meeting*") in accordance with Condition 12.1 (_Meetings of
the Noteholders_) of the terms and conditions of the Notes (the
"*Conditions*") and Schedule 6 (_Provisions for meetings of the
Noteholders_) of the Agency Agreement.

*AGENDA*
The agenda of the Meeting (identical to the agenda of the First Meeting)
shall be the following:

1) Extension of the Early Redemption Date and appointment of a Noteholder
representative

2) Modification to the Conditions (Early Redemption)

3) Modification to the Conditions (Purchase of Notes)

4) Cancellation of purported Early Redemption

5) Authority of the Investment Manager

6) Cancellation of transfer instructions

7) Exchange or sale of Notes

8) Administrative Matters

9) Miscellaneous.

*BACKGROUND*
This section sets out the background information provided to the Noteholders
in connection with the First Meeting (please see the wording in italics
below).
The Noteholders should note that the initially proposed extension of the
Early Redemption Date (as defined and described in paragraph A below) will
no longer be possible, given that the proposed date for such extension and
the deadline for implementing the Restructuring (as defined below) (18
December 2019) will already have passed when the Meeting will take place (19
December 2019). Consequently, the first point on the agenda and the
corresponding resolution have become without object.
In respect of paragraph B below, the Issuer reiterates that, contrary to the
vdH Items (as defined below) and the proposed resolutions relating thereto
(resolutions 2 to 8), none of the parties (i.e. the Noteholders and the
Issuer) has the right to unilaterally amend the Conditions or any other
document in relation to the Notes. Following the termination of the Index
(as defined below), the Investment Management Agreement became without
object and, for the avoidance of doubt, was in addition formally terminated
with effect as of 29 November 2019.
* * *
"_On 4 November 2019, the Issuer was informed of the t_ermination of the
Multibank Index (the "*Index*") with immediate effect.
On 5 November 2019, the Issuer exercised its Early Redemption Option
pursuant to Condition 5.2 (a) (ii) and notified the Noteholders accordingly.
The Early Redemption Date with respect to the Notes is set to occur on 5
December 2019 at the latest (the "*Early Redemption*").

1) _Extension of the Early Redemption Date_

The Issuer wishes to submit to a vote of the Noteholders to push back the
Early Redemption Date (the "*Extension*") to Wednesday, 18 December 2019
(the "*Extended Early Redemption Date*") in view of determining whether a
restructuring of the debt represented by the Notes in the manner set out
hereafter (the "*Restructuring*") can be agreed with the different
stakeholders.
_The Restructuring would comprise the following steps:_

· Issue by a Luxembourg securitisation company (the "*New Issuer*") of
notes (i) substantially on the same terms as the Notes and (ii) linked to
an index substantially replicating the Index (the "*New Notes*");

· Subscription by the Issuer of the New Notes (the "*Subscription*");

· Transfer of all of the Issuer's assets (including, without limitation,
any Collateral Assets, any Hedging Assets and any cash standing to the
credit of the Issuer's accounts) to the New Issuer in payment of the
Subscription (the "*Transfer*");

· Amendment of the Conditions (the "*Amendment*") to permit the redemption
of the Notes in exchange of the New Notes by including the following new
Condition 5.2 (c) (Early Redemption in kind) in the Conditions:

_"The Issuer may at any time redeem the Notes in exchange for other
financial instruments on terms approved by the Noteholders (or a
committee/committee(s) representing their interests) pursuant to an
Extraordinary Resolution in accordance with Condition 12.1 and the Agency
Agreement."_

· Redemption of the Notes in exchange for the New Notes to be transferred
by the Issuer to the Noteholders (the "*Redemption*");

· Cancellation of the Notes (the "*Notes Cancellation*").

For the avoidance of doubt, the Issuer is supportive of the Restructuring,
subject to (i) having received satisfactory evidence of the settlement of
all costs, expenses and fees incurred by the Issuer, Oaklet S.A. as
corporate service provider to the Issuer ("*Oaklet LU*"), Oaklet GmbH acting
as Calculation Agent and Index Sponsor ("*Oaklet DE*"), and their respective
directors, managers, employees, agents and representatives (collectively,
the "*Relevant Persons*") in connection with the Notes and the proposed
Restructuring, (ii) appropriate hold harmless and indemnity arrangements to
be agreed with all relevant parties in the context of the Notes, (iii) the
discharge of the Relevant Persons in connection with the Notes and the
proposed Restructuring and (iv) the cooperation of all relevant parties,
including any party holding assets on behalf of, or for the account of the
Issuer (collectively, the "*CPs*").
_Should the Noteholders not vote in favour of the Extension, the Early
Redemption Date will, as announced previously, occur on 5 December 2019 at
the latest._
_Should the Noteholders vote in favour of the Extension, the Issuer will
confirm whether the CPs have been satisfied at the latest on 16 December
2019 by making a further announcement to the Noteholders. For the avoidance
of doubt, if the Noteholders vote in favour of the Extension, but the CPs
are not timely satisfied, the Extended Early Redemption will occur on the
Extended Early Redemption Date._

1) Noteholder meeting requested by von der Heydt & Co. AG ("*vdH*")
representing Noteholders holding 81.3% in principal amount of the Notes

Separately, vdH representing Noteholders holding 81.3% in principal amount
of the Notes requested to the Issuer to submit the items listed on the
agenda under numbers 2 to 8 (the "*vdH Items*") to the vote of the
Noteholders.
_For the avoidance of doubt, the vdH Items and the proposed resolutions
relating thereto have been prepared under the sole responsibility of vdH and
the Issuer disclaims any liability in this respect._
_The Issuer would point out that, contrary to the vdH Items and the proposed
resolutions relating thereto, (i) none of the parties involved (the
Noteholders, the Issuer, the Investment Manager) has the right to
unilaterally amend the Conditions, the Investment Management Agreement or
any other document in relation to the Notes, or to unilaterally revoke the
Early Redemption._
_The Issuer's rights in this respect, and in particular its right not to
consent, are reserved._
_Should the Noteholders approve the vdH Items without the Issuer also
consenting, the Early Redemption Date will, as announced previously, occur
on 5 December 2019 at the latest._"

*PROPOSED RESOLUTIONS*
At the Meeting, Noteholders will be asked to consider and if thought fit
pass the following resolutions (noting (i) that the resolutions produced
below are in identical terms as the resolutions that were submitted
previously for the purposes of the First Meeting, but (ii) that Resolution
1, as set out above in the "Background" section, has become without object):
Resolution 1 - Extension of the Early Redemption Date
IT IS RESOLVED THAT:
The Noteholders do hereby:

1) Consent to the Extension.

2) Appoint a Noteholder representative (committee(s) representing their
interests) to discuss and agree the proposed Restructuring with the Issuer
and all other relevant persons, to execute any and all documents and
instruments in relation to the proposed Restructuring and its
implementation, and generally to do all such things and take all such
actions as it may deem necessary, useful or desirable in connection with
any of the foregoing.

Resolution 2 - Modification to the Conditions (Early Redemption)
IT IS RESOLVED THAT:
The Conditions be and are hereby modified pursuant to Clause 12.1 of the
Conditions and the relevant provisions of the Agency Agreement by:

1) Inserting a new Condition 5.2A as follows:

"_Notwithstanding any other provision of these Conditions, any purported
exercise by the Issuer of its discretion to effect an Early Redemption under
Conditions 5.2 or 5.3 shall be subject to and conditional upon the Issuer
obtaining the prior written approval of the Investment Manager, which
approval shall not be unreasonably withheld or delayed_."

1) Inserting a new Condition 5.2B as follows:

"_The Investment Manager shall have full authority on behalf of the
Noteholders to determine the date (if any) for an Early Redemption and to
take such other measures in relation to such Early Redemption as the
Investment Manager considers to be in the best interests of Noteholders_".

1) Inserting a new Condition 5.2C as follows:


(MORE TO FOLLOW) Dow Jones Newswires

December 06, 2019 11:28 ET ( 16:28 GMT)
Werbung

Das könnte Sie auch interessieren

News-Suche

Suchbegriff:
Werbung

Werbung
Diese Seite empfehlenschliessen
Interessant, oder?
Teilen Sie diese Seite auf Facebook oder Twitter
Wenn Sie auf die Teilen-Buttons klicken und sich bei den Betreibern einloggen, werden Daten an den jeweiligen Betreiber übermittelt. Bitte beachten Sie die Datenschutzerklärung.
Aktuelle Umfrageschliessen
Wie, glauben Sie, wird der DAX am Ende dieser Woche - KW 5 - stehen?
Jetzt abstimmen!
Alle Umfragen ansehen