Metalcorp Group S.A. informs its bondholders about the Subscription Offer for New Money Notes and Bond HoldCo Shares commencing today and the exchange of Existing Notes into Ferralum Notes and NCO Invest Notes

 

• All bondholders will receive, for each Existing Note in a nominal amount of EUR 1,022.50 (2023 Notes) and EUR 1,000 (2026 Notes), respectively, the following rights or new instruments bonds in accordance with the allocation key resolved in the bondholder votes: 

 

1.              subscription rights that entitle the holders to subscribe for the EUR 12.5 million New Money Notes with a nominal value of EUR 1.00 each to be issued by MCOM Investments Ltd. (to be converted into a PLC), a subsidiary of Ferralum Metals Group S.A., Luxembourg (“New Money Notes”), and shares in Bond HoldCo (“HoldCo Shares”), i.e. the company holding indirectly 49% of the shares in Ferralum Metals Group S.A.; for each Existing Note bondholder will receive subscription rights to subscribe for 33.7942874 New Money Notes with a nominal value of EUR 1.00 each and 8.4485719 Class A registered HoldCo Shares with a nominal value of EUR 0.01 each.

 

–          The New Money Notes bear interest at 20.0% p.a., of which 10.0% p.a. is payable quarterly in cash, and 10.0% p.a. is capitalised and paid on maturity or upon an early redemption. All amounts payable under the New Money Notes are guaranteed by FERRALUM and are secured, inter alia, by a pledge of all shares in FERRALUM, BAGR Non-Ferrous Group GmbH and NEW INDI Sub S.à r.l., each in the form of a first-ranking lien. The New Money Notes will be issued against payment of a cash subscription price of EUR 0.80 per New Money Note. The subscription rights can only be exercised uniformly in the form of so-called units at a ratio of 4:1 (i.e. for every four New Money bonds, investors receive one HoldCo share). Noteholders do not have the option of subscribing only for New Money Notes without also subscribing for HoldCo Shares and vice versa. 

 

–          The subscription rights will be automatically delivered into their custodian accounts. In order to subscribe for the New Money Notes and the HoldCo Shares, bondholders will have to (i) exercise their subscription rights via their custodian banks and (ii) pay the issue price for the units by the end of the subscription period.

 

–          Certain existing holders of the Existing Notes have guaranteed vis-à-vis the Company and Ferralum by way of a back-stop agreement to subscribe for all New Money Notes and HoldCo Shares not exercised by Existing Bondholders and to pay the corresponding issue price. Their subscriptions will not be part of the public subscription offer.

 

2.     In addition, all bondholders will have their Existing Notes exchanged, without payment of an additional issue price, based on the number of Existing Notes held in their depositary accounts as of 6 May 2024 (close of trading), into a certain portion of the EUR 66 million 10.0% Notes due 2026 to be issued by Ferralum Metals Group S.A. (“Ferralum Notes”) as well as the EUR 100 million 10.0% Notes due 2026 issued by NCO Invest S.A. and the EUR 262.5 million 10.0% Notes due 2026 of NCO Invest S.A. (each with a nominal value of EUR 1.00). There is generally no right of choice for the bondholders with regard to the exchange ratio of the new instruments, but the allocation is made in accordance with the allocation key resolved at the bondholders’ meetings, depending on whether or not the bondholders exercise their purchase rights to the New Money bonds and the HoldCo shares, and which Existing MCG bonds (2026 vs. 2023).

 

The following overview shows the relevant subscription and exchange ratios: 

 

2023 bondholders, who exercise their subscription rights in full, will receive per each EUR 1,022.50 nominal amount the following proportion of instruments:
No.	Instrument (1)	Issuer	Registered seat	ISIN
33.79	New Money Notes	MCOM INVESTMENT PLC	London	DE000A3LWSX7
8.45	HoldCo Shares	Bond HoldCo S.A.	Luxemburg	LU2798278219
271.57	€ 66 million Ferralum Notes	FERRALUM METALS GROUP S.á r.l.	Luxemburg	DE000A3LWZV6
286.35	€ 100 million NCO Notes I	NCO INVEST S.A.	Luxemburg	DE000A3LWZK9
604.58	€ 262.5 million NCO Notes II	NCO INVEST S.A.	Luxemburg	DE000A3LWZL7
2023 bondholders, who do not exercise their subscription rights, will receive per each EUR 1,022.50 nominal amount the following proportion of instruments:
No.	Instrument (1)	Issuer	Registered seat	ISIN
201.66	€ 66 million Ferralum Notes	FERRALUM METALS GROUP S.á r.l.	Luxemburg	DE000A3LWZV6
331.29	€ 100 million NCO Notes I	NCO INVEST S.A.	Luxemburg	DE000A3LWZK9
629.55	€ 262.5 million NCO Notes II	NCO INVEST S.A.	Luxemburg	DE000A3LWZL7
2026 bondholders, who exercise their subscription rights in full, will receive per each EUR 1,000 nominal amount the following proportion of instruments:
No.	Instrument (1)	Issuer	Registered seat	ISIN
33.79	New Money Notes	MCOM INVESTMENT PLC	London	DE000A3LWSX7
8.45	HoldCo Shares	Bond HoldCo S.A.	Luxemburg	LU2798278219
156.74	€ 66 million Ferralum Notes	FERRALUM METALS GROUP S.á r.l.	Luxemburg	DE000A3LWZV6
243.53	€ 100 million NCO Notes I	NCO INVEST S.A.	Luxemburg	DE000A3LWZK9
757.42	€ 262.5 million NCO Notes II	NCO INVEST S.A.	Luxemburg	DE000A3LWZL7
2026 bondholders, who do not exercise their subscription rights in full, will receive per each EUR 1,000 nominal amount the following proportion of instruments:
No.	Instrument (1)	Issuer	Registered seat	ISIN
86.83	€ 66 million Ferralum Notes	FERRALUM METALS GROUP S.á r.l.	Luxemburg	DE000A3LWZV6
274.32	€ 100 million NCO Notes I	NCO INVEST S.A.	Luxemburg	DE000A3LWZK9
796,54	€ 262.5 million NCO Notes II	NCO INVEST S.A.	Luxemburg	DE000A3LWZL7

 

Note that while the total number of the EUR 100 million NCO Notes plus EUR 262.5 million NCO Notes per bondholder will remain fixed, the relative weighting of EUR 100 million NCO Notes I vs. EUR 262.5 million NCO Notes II may vary by up to +/- 5% depending on how many holders of 2023 Notes and 2026 Notes exercise their subscription rights. 

 

• The exercise period for the subscription rights offer will commence today, i.e. on 7 May 2024, and will end on 17 May 2024 (both dates including) (“Subscription Period”). Delivery and settlement of the new instruments is expected to be effected on or around 23 May 2024. It is expected that the Ferralum Notes and the NCO Notes will be included into trading on the Open Market of the Frankfurt Stock Exchange. The New Money Notes are expected to be traded on the Euro MTF Market of the Luxembourg Stock Exchange at a later point in time. The HoldCo Shares will (initially) not be quoted or traded on a stock exchange but can be transferred via registration in the shareholder register.

 

• The exercise of the subscription rights is only valid if the exercise has been declared via the depositary bank by the end of the Subscription Period at the latest. Trading of the subscription rights is neither provided for nor scheduled by the Company or any clearing system. A quotation of the subscription rights on an exchange has not been applied for; a purchase or sale of the subscription rights on an exchange is thus not possible. However, the subscription rights are generally transferable subject to the relevant legal regulations.

 

• The Existing Notes will be cancelled without value following the implementation of the exchange. 

 

Securities Information Sheets (Wertpapier-Informationsblätter) for each of the above instruments have been published by the respective issuers, and are available on the website of Metalcorp Group S.A. (https://metalcorpgroup.com/bonds_confirmed/) and respectively Ferralum Metals Group S.A. (https://www.ferralummetals.com/bonds/). There will also be full terms and conditions for each note.

 

Luxembourg, May 2024

 

Metalcorp Group S.A.  Ferralum Metals Group S.A.

The Management  The Management

About Ferralum Metals Group:

Ferralum Metals Group S.A. is a holding company having selected its investments in specialized, sustainable and profitable business sectors of the aluminum and ferrous metals industry. BAGR Berliner Aluminiumwerk GmbH, STOCKACH Aluminium GmbH, STEELCOM Steel & Commodities GmbH as well as a participation in Italiana Coke S.r.l define the group’s main assets. The group owns two secondary aluminum plants processing aluminum scrap, alloy additives and small quantities of primary aluminum into high-quality aluminum slabs. It furthermore consists of a globally active ferrous metals procurement and marketing business as well as an investment in Italiana Coke S.r.l. The groups businesses were previously owned by Metalcorp Group who sold these on 17 May 2023 to FERRALUM Metals Group S.A. Ferralum is currently fully owned by the management of BAGR and STEELCOM. In the course of the implementation of the bondholder resolutions, 49% of Ferralum will be acquired by the subscribing bondholders through Bond HoldCo. 

 

The group consolidation is under preparation but preliminary results of the main operating entities (BAGR, STOCKACH, STEELCOM DE) show that these entities of the group could – despite very challenging macro-economic conditions and ongoing restructuring processes – together achieve a turnover of EUR 295 million with an adjusted EBITDA of approx. EUR 10 million in the preceding year. The turnover resulted from approx. 114 ktons of produced aluminum as well as approx. 169 ktons of traded steel products. The main sales market of the Group continued to be Germany and Europe.

 

About Metalcorp Group:

Following the sale of BAGR Non-Ferrous Group GmbH to Ferralum Metals Group S.A., METALCORP kept the Metals & Concentrates subgroup, which comprised the bauxite mines in Guinea and the trading company trading company Tennant Metals. As a result of the division of the Group and in light of the bond restructurings, METALCORP has changed its business model to the effect that instead of ongoing income from operating business, income shall solely be derived from the sale of assets or earn-out agreements in relation to the existing subsidiaries. As a consequence, all the material assets of METALCORP have been sold in the meantime and a portion of the sale proceeds and earn-out proceeds, if any, will be distributed to the bondholders under the NCO Invest bonds.

 

For further information:

Better Orange IR & HV AG

Frank Ostermair, Linh Chung

+49 89 8896906-25

metalcorp@better-orange.de

 

Metalcorp Group S.A.

Anouar Belli

+352 2799 0145 55

abelli@metalcorpgroup.com