Press Release: October 13, 2016
GRUPO ISOLUX CORSÁN FINANCE B.V.
GRUPO ISOLUX CORSÁN, S.A.
relating to the
€850,000,000 6.625% Senior Notes due 2021
Grupo Isolux Corsán, S.A. (the "Parent") and its wholly owned subsidiary, Grupo Isolux Corsán Finance B.V. (the "Issuer"), announce the results of the proxy solicitation (the "Solicitation") relating to the Issuer's €850,000,000 6.625% Senior Notes due 2021 (the "Notes").
Further to the announcement by the Parent and the Issuer of the commencement of the Solicitation on September 27, 2016, the Parent and the Issuer have obtained proxies (each, a "Proxy") from the holders ("Holders") amounting to €615,795,000, or 72.45%, of the total amount of 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 (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 October 27, 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.
Capitalized terms used in this press release have the meanings ascribed to them in the proxy solicitation statement dated September 27, 2016 (the "Proxy Solicitation Statement").
The Solicitation expired at 5:00 p.m. (Central European time) on October 11, 2016.
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).
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 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
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. Holders of the Notes are urged to evaluate carefully all information included in the Proxy Solicitation Statement and consult with their own independent legal, investment and tax advisors. 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.
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
This information is provided by RNS