Luxembourg, 14 May 2024 – Metalcorp Group S.A. informs the holders of its EUR 300 million 8.5% notes due 28 June 2026 (ISIN: DE000A3KRAP3) and its EUR 69.885 million 9.0% notes due 31 December 2023 (ISIN: DE000A3LQF45) (together the “Existing Notes”) about an extension of the exercise period with regard to the subscription and exchange offer announced on 6 May 2024.
For technical reasons, the ISINs/WKNs for the subscription rights had to be changed and it has not yet been possible to deliver them into the bondholders’ securities accounts. Due to this technical change, the Issuer has decided to change the timetable of the subscription and exchange offer as follows:
The period for exercising the subscription rights (Subscription Period) will be extended until 24 May 2024 (24:00 CEST).
The determination of the number of subscription rights to which the beneficiaries are entitled is now based on their respective holdings of the Existing Notes at the end of 14 May 2024 (close of trading) (Record Date).
The Issuer assumes that the subscription rights will be booked to the bondholders on 15 May 2024 via their respective custodian bank.
The subscription price must be paid when the respective subscription right is exercised, but at the latest by the end of the subscription period, i.e. by 24 May 2024, 24:00 hours (CEST) (date of receipt of funds by the acquisition agent).
As part of the public subscription offer, all Existing Notes booked in the securities accounts of the bondholders after the implementation of the subscription offer will be automatically exchanged for new Ferralum Notes, NCO Invest I Notes and NCO Invest II Notes at the exchange ratios specified in the subscription offer/exchange offer without payment of an additional issue price (Bond Exchange).
Delivery of the New Money Notes purchased in the subscription offer is expected to occur on or around 28 May 2024. Delivery of the new notes from the Bond Exchange is expected to occur immediately thereafter, presumably in early June.
Updated securities information sheets for each of the new instruments will be published by the respective issuers and will be available on the website of Metalcorp Group S.A. (https://metalcorpgroup.com/bonds_confirmed/) and Ferralum Metals Group S.à r.l. (https://www.ferralummetals.com/bonds/), respectively. The full terms and conditions for each new instrument can also be found there.
Luxembourg, May 2024
Metalcorp Group S.A. Ferralum Metals Group S.à r.l.
The Management The Management
About Ferralum Metals Group:
Ferralum Metals Group S.à r.l. 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.à r.l. 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.
Subscription and Exchange Offer:
By announcement in the Federal Gazette on 6 May 2024, Metalcorp Group S.A. (‘Issuer’) and Ferralum Metals Group S.à r.l. (‘Ferralum’) announced an offer by MCOM Investment Ltd. (in future MCOM Investment PLC), 111 Bell Street, Marylebone, London, United Kingdom, and Bond HoldCo S.A., 17, Boulevard Raiffeisen, L-2411 Luxembourg, to the bondholders of the above-mentioned bearer bonds 2026 and 2023 of the issuer for the acquisition of
· 8,206,332 bonds of MCOM Investments Ltd. with a nominal value of EUR 1.00 each at an issue price of EUR 0.80 per MCOM bond; and
· 2,051,583 registered shares A of Bond HoldCo S.A. with a nominal value of EUR 0.01 each at an issue price corresponding to the nominal amount, in the form of so-called units consisting of four MCOM bonds and one HoldCo share (the ‘Acquisition Offer’)
and an exchange of its existing bonds without payment of an additional issue price into
(i) EUR 66.0 million 10.0% new secured bonds of Ferralum with a nominal value of EUR 1.00 each maturing on 30 December 2026;
(ii) EUR 100.0 million 10.0% new secured bonds of NCO Invest S.A. (‘NCO Invest’), 5, rue Goethe, L-1637 Luxembourg with a nominal value of EUR 1.00 each maturing on (x) 30 December 2026 or (y) the date on which the last assets of NCO Invest are realised and the proceeds are distributed to the bondholders.; and
(iii) EUR 262.5 million 10.0% new collateralised bonds of NCO Invest with identical features but ranking after the NCO Invest I bonds
at the exchange ratios specified in the purchase offer/exchange offer.
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