DGAP-News: Aggregate Holdings SA / Key word(s): Statement
NOTICE OF RESULTS OF PUT OPTION AND INTENDED EXERCISE OF CLEAN-UP CALL OPTION
THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR") AND REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("EUWA") AND AS FURTHER AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 ("UK MAR").
VIC PROPERTIES S.A.
EUR 250,000,000 3.00 per cent. Secured Pre-IPO Convertible Bonds due 2025 (ISIN XS1964739715)
For the purposes of MAR, UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/155 and Regulation 2016/155 as it forms part of domestic law in the United Kingdom by the EUWA, this announcement is made by the directors of the Issuer.
We refer to the trust deed dated 11 June 2019 made originally between, amongst others, the Issuer and Deutsche Trustee Company Limited as trustee (the "Trustee") (the "Trust Deed") (including the terms and conditions of the Bonds set out in schedule 1 thereof).
Capitalised terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Trust Deed.
This notice is being provided on a voluntary basis for informational purposes only.
Pursuant to Condition 8(f) (Redemption at the Option of the Bondholders on any Optional Put Date), the Bondholders have the right to require the Issuer to redeem the Bonds on the First Optional Put Date of 28 May 2022 (the "Put Right") at the Early Redemption Amount together with accrued but unpaid interest up to (but excluding) 28 May 2022. The Early Redemption Amount (as defined in the Conditions) amounts to 114 per cent. of each EUR 100,000 in principal amount of the Bonds to be redeemed (the "Put Price"). The period for the Bondholders to exercise the Put Right by delivering an Optional Put Exercise Notice expired on 28 April 2022.
Aggregate Holdings S.A. ("Aggregate") and its subsidiary VIC hereby announce that VIC has been informed that, as of 28 April 2022, irrevocable Optional Put Exercise Notices have been delivered in accordance with Condition 8(f) (Redemption at the Option of the Bondholders on any Optional Put Date) for an aggregate amount of EUR 240,700,000, thereby representing 96.28 per cent. of the total outstanding principal amount of the Bonds (being EUR 250,000,000).
Pursuant to Condition 8(b)(iv) (Redemption at the Option of the Issuer), VIC as the Issuer has the right to redeem the remaining principal amount of the Bonds at any time, if 80 per cent. or more in principal amount of the Bonds originally issued have been redeemed, converted or purchased and cancelled (the "Clean-up Call"). The exercise of such Clean-up Call will result in the redemption of the Bonds at a redemption price of 105 per cent. of their principal amount, together with accrued but unpaid interest up to the Optional Redemption Date (as defined in the Conditions) (the "Call Price").
In light of the exercise of the Put Right by holders of 80 per cent. or more in principal amount of the Bonds originally issued, VIC as Issuer hereby gives notice of its intention to redeem the remaining outstanding Bonds at the Call Price by giving an Optional Redemption Notice to the relevant Bondholders in accordance with Condition 8(b)(iv) (Redemption at the Option of the Issuer). This remains subject to successful conclusion of the refinancing transaction by the Issuer.Following the exercise of the Clean-up Call by VIC, the Bonds will be redeemed in full.
This notice does not constitute an Optional Redemption Notice for the purposes of the Trust Deed or the Conditions.
This information is subject to change without notice. This notice only speaks as of its date and does not imply that changes in any other information relating to the Bonds have not occurred. The delivery of this notice at any time does not imply that the information in it is correct as at any time subsequent to its date.
Additional notices and documentation will be provided to the Bondholders as required by the Transaction Documents.
This notice and any non-contractual obligations arising out of or in connection with this notice will be governed by and construed in accordance with English law.
No person has been authorised to give information, or to make any representation in connection therewith, other than as contained herein. If made or given, such recommendation or any such information or representation must not be relied upon as having been authorised by the Issuer, the Trustee or the Agents.
This notice is not made in connection with a purchase or sale of the Bonds, and accordingly is not intended to contain all information material to a decision to purchase or sell the Bonds. This notice does not constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity in any jurisdiction. The distribution of this notice may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this notice comes are required by the Issuer, the Trustee and the Agents to inform themselves about, and to observe, any such restrictions. This notice does not constitute a solicitation in any circumstances in which such solicitation is unlawful. None of the Issuer, the Trustee or the Agents will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.
Boris Lemke, Investment Director
About Aggregate Holdings SA
29.04.2022 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
Aggregate Holdings SA
Rue Antoine Jans 10
Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt, Stuttgart; Luxembourg Stock Exchange
EQS News ID:
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