Source - RNS
RNS Number : 9268K
Grupo Isolux Corsan Finance B.V
27 September 2016
 

Press Release: September 27, 2016



GRUPO ISOLUX CORSÁN FINANCE B.V.
GRUPO ISOLUX CORSÁN, S.A.

relating to the

€850,000,000 6.625% Senior Notes due 2021

Regulation S
Common Code: 104670229
ISIN: XS1046702293

Rule 144A
Common Code: 104670261
ISIN: XS1046702616

 

Grupo Isolux Corsán, S.A. (the "Parent") and its wholly owned subsidiary, Grupo Isolux Corsán Finance B.V. (the "Issuer") launch a solicitation of proxies relating to the Issuer's €850,000,000 6.625% Senior Notes due 2021 (the "Notes"). 

The Parent and the Issuer announce the solicitation (the "Solicitation") of proxies (each, a "Proxy") from the holders ("Holders") of its outstanding Notes to irrevocably authorize, instruct and direct Citivic Nominees Limited as nominee of the common depositary in relation to the Notes (the "Registered Holder") to the exclusion of the Holder as meant in article 7:423 Dutch Civil Code (Burgerlijk Wetboek), to (i) register the principal amount of the Notes beneficially held by those Holders with the administrator appointed by the District Court (rechtbank) of Amsterdam, The Netherlands (the "Dutch Restructuring Court") in respect of the Dutch Restructuring Proceedings (as defined below) (the "Administrator") and to (ii) appoint De Brauw Blackstone Westbroek N.V., the law firm acting as Dutch legal counsel to the Parent and the Issuer, via a power of attorney (to be notarized and apostilled) to vote at the voting meeting on the Voting Day (as defined below and scheduled for 27 October 2016) in relation to the Dutch Composition (as defined below) on behalf of the Holder and as directed in the manner specified by such Holder's Proxy.  Under the terms of the Solicitation, any Holder may opt to inform the Registered Holder that, instead of authorizing, instructing and directing the Registered Holder as aforementioned, it wishes to appear itself at the voting meeting on the Voting Day to vote in relation to the Dutch Composition.  The Notes were issued pursuant to an indenture dated as of March 20, 2014 (the "Indenture") between, among others, the Issuer, and Citibank, N.A., London Branch, as trustee (the "Trustee").  The Notes are registered in the name of the Registered Holder.

Capitalized terms used in this press release have the meanings ascribed to them in the proxy solicitation statement dated the date hereof (the "Proxy Solicitation Statement").  The Solicitation is being made on the terms and is subject to the conditions set forth in the Proxy Solicitation Statement.

On July 28, 2016, the Issuer initiated proceedings before the Dutch Restructuring Court by filing a petition with the Dutch Restructuring Court for suspension of payments (surseance van betaling), including a proposal from the Issuer to the Holders, as its creditors, for a composition (the "Dutch Composition") to consider its obligations under the Indenture (including the Notes) repaid in full by the Parent in exchange for new notes to be issued by the Parent (the "Dutch Restructuring Proceedings") pursuant to a homologation order of the Mercantile Court of Madrid, Spain (the "Mercantile Court of Madrid") in relation to parallel restructuring proceedings for the approval and endorsement of the restructuring of financial obligations owed by each of the Parent, Isolux Ingeniería, S.A., Corsán Corvián Construcción, S.A. and Grupo Isolux Corsán Concesiones, S.A. (all together, the "Guarantors") in accordance with Spanish law (the "Homologations").  Upon approval with a majority of the votes cast in a voting meeting representing more than 50% of the total outstanding debt of the Issuer, and confirmation of the Dutch Composition by the Dutch Restructuring Court, the expected result of the Dutch Restructuring Proceedings will be the write-down and cancellation of the Notes, the release and discharge of obligations of the Issuer under the Indenture, and the discharge and satisfaction of the Indenture (in each case in accordance with the Restructuring Agreement), in light of the issuance of new securities to the Holders by the Parent as stipulated in the Homologations, and the release of the Released Parties (as defined in the Dutch Composition), including the current, former and future directors and officers of the Parent and its subsidiaries (including the Issuer).  Following the Dutch Restructuring Proceedings, an order was also issued by a U.S. Bankruptcy Court under Chapter 15 of the U.S. Bankruptcy Code (the "U.S. Bankruptcy Court") imposing a moratorium on a provisional basis against, among other things, commencing or continuing any legal proceeding or actions against the Parent or each of the Guarantors as a matter of U.S. federal law which took effect upon the entry of an order granting such moratorium on 3 August 2016 and continues during the pendency of the Chapter 15 cases, unless terminated or extended by order of the U.S. Bankruptcy Court.

On September 21, 2016, the Dutch Restructuring Court, pursuant to a joint request from the Issuer and the Administrator for specific measures pursuant to article 225 of the Dutch Insolvency Act (Faillissementswet) to make the procedure of the Solicitation compliant with the requirements for voting procedures on a composition in suspension of payments under the Dutch Insolvency Act, ordered that (i) persons who are a Holder on the Record Date (as defined below) are exclusively permitted to register their Notes (i.e. the beneficially held principal amount of the Notes held by them), including accrued but unpaid interest until the date of the granting of the suspension of payment by the Dutch Restructuring Court on July 28, 2016, with the Administrator, (ii) for the purpose of counting the votes, each Holder is allowed one (1) vote on the Dutch Composition, irrespective of the principal amount of the Notes beneficially held by them, (iii) for the purpose of counting the principal amount of the Notes in favor of the Dutch Composition, the total principal amount of Notes beneficially held by each Holder is counted, and (iv) to set September 26, 2016 as "voting record date" so that only those Holders of record who are Holders as at the Record Date (as defined below) are entitled to provide their Proxy in connection with the Solicitation (the "Dutch Restructuring Court Procedural Order").

From and after the judicial decision of the Dutch Restructuring Court, each Holder (both present and future) will be bound by the Dutch Restructuring Proceedings and any judicial rulings, orders or decisions of the Dutch Restructuring Court, whether or not such Holder delivered a Proxy or attended the voting meeting or how such Holder voted (in favor, rejection, or abstention) in regard of their Proxy or at the voting meeting.

The Solicitation is being made on the terms and is subject to the conditions set forth in this Proxy Solicitation Statement and in line with the Dutch Restructuring Court Procedural Order.  The Parent and the Issuer expressly reserve the right, in their sole discretion (subject, in respect of the Issuer, to the explicit consent of the Administrator), to terminate the Solicitation at any time.  Once validly provided, Proxies are irrevocable by Holders subject to certain conditions, as described in the Proxy Solicitation Statement, and the granting of a Proxy by a Holder excludes that Holder in the exercise of its rights which are the subject of the Proxy (privatieve last) as meant in article 7:423 Dutch Civil Code (Burgerlijk Wetboek).

The Solicitation is being made to Holders of record as of 5:00 p.m. (Central European time) on September 26, 2016 (the "Record Date") and only those Holders of record who are Holders as at the Record Date are entitled to provide their Proxy or to inform the Registered Holder, as further described in the Proxy Solicitation Statement, in connection with the Solicitation.

The Solicitation will expire at 5:00 p.m. Central European time on October 11, 2016.

The following summary of key dates is qualified in its entirety by the more detailed information appearing in the Proxy Solicitation Statement. 

Holders should take note of the following dates in connection with the Solicitation.  The dates below are, however, subject to modification in accordance with the terms of the Solicitation:

Event Name

Expected Timing

Description

Record Date

September 26, 2016

Only Holders of record at 5:00 p.m. (Central European time), shall be entitled to deliver their Proxy in connection with the Solicitation.

Solicitation Launch

September 27, 2016

Commencement of the Solicitation.

Once validly delivered, Proxies are irrevocable by Holders (subject to certain conditions) and exclude Holders from voting at the meeting and registering their claims.

Expiration Time

5:00 p.m. (Central European time) on October 11, 2016 (unless extended by the Parent and the Issuer (subject, in respect of the Issuer, to the explicit consent of the Administrator),in their sole discretion)

The date on which the Solicitation is terminated and the deadline for submission of Electronic Instructions, as defined below.

Announcement of
Solicitation Results

As soon as practicable after the Expiration Time

The date on which the results of the Solicitation are announced by the Parent and the Issuer to the Holders via the Clearing Systems.

Final Filing Day

October 13, 2016

The last date on which creditors of the Issuer, including the Holders or their proxies on their behalf, may register their claims in the Dutch Restructuring Proceedings with the Administrator.

Voting Day for the Composition

October 27, 2016

The date on which the voting meeting in relation to the Dutch Composition will be held and the Dutch Composition will be voted upon.

Confirmation Hearing

November 10, 2016

The date on which the Dutch Restructuring Court is expected to schedule a hearing for the purposes of the confirmation (homologatie) of the Dutch Composition.

Ruling of the Dutch Restructuring Court

As soon as possible after the Confirmation Hearing (subject to the discretion of the Dutch Restructuring Court)

The date on which the Dutch Restructuring Court is expected to enter its ruling and confirmation order in respect of the Dutch Composition.

 

The Parent and the Issuer have engaged Lucid Issuer Services Limited to act as the Information and Tabulation Agent for the Solicitation.  Questions or requests for assistance or copies of the Proxy Solicitation Statement may be directed to the Information and Tabulation Agent as follows:

Attention: David Shilson / Arlind Bytyqi
Email: [email protected]
Telephone: +44 20 7704 0880

Questions and requests for further information on the Dutch Restructuring Proceedings, including on the registration of the principal amount of the Notes beneficially held by Holders with the Administrator and on the voting meeting, Holders may also be directed to the Administrator as follows:

Mr. W. Jongepier
Email: [email protected]
Telephone: +31 20 795 3131.

DISCLAIMER

This press release is not a proxy solicitation and must be read in conjunction with the Proxy Solicitation Statement. This press release and the Proxy Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the proposed Solicitation. Holders of the Notes are urged to evaluate carefully all information included in the Proxy Solicitation Statement, consult with their own independent legal, investment and tax advisors and make their own decision whether to provide their Proxy pursuant to the Solicitation. To receive copies of the Proxy Solicitation Statement or for questions relating to the Solicitation, please contact the Information and Tabulation Agent using the contact information given above. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to provide its Proxy to the Solicitation.  None of the Parent, the Issuer, the Information and Tabulation Agent, the Trustee or the Registered Holder makes any recommendation as to whether Proxies should be given and if given, how the Holder should vote and whether the Holder should instruct and direct the Registered Holder.

Any deadlines set by any intermediary or clearing system may be earlier than the deadlines specified in the Proxy Solicitation Statement.

 

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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