Luxemburg, 17 May 2023 – Metalcorp Group S.A. (the “Company” and together with its subsidiaries the “Metalcorp Group”) has signed a sale and purchase agreement (“SPA”) for the sale of its shares in BAGR Non-Ferrous Group GmbH (“BAGR”), the parent company of the Aluminium and Bulk and Ferrous Sub-Group, to FERRALUM METALS GROUP S.A (“FERRALUM”) on the basis of an enterprise value of approximately EUR 150 million. FERRALUM is currently fully owned by the management of BAGR and STEELCOM (“Management”). It is the intention of the Management and the Company that following the implementation of a potential broader recapitalisation transaction, FERRALUM shall be 49% (beneficially) owned by the Company’s noteholders (“2017/2023” deleted) with Management retaining a 51% majority stake in FERRALUM.
As part of the transaction signed today, FERRALUM shall assume up to EUR 72.5 million of the interest-bearing debt outstanding under the Company’s bonds (“2017/2023” deleted) and shall arrange for the payment of a certain cash amount which would in part serve for operational liquidity of the Company, including funding of its Guinean operations. All existing operating financing facilities of BAGR and its subsidiaries shall be retained.
Accordingly, and in light of the amortization payments under the 2017/2023 Notes and upcoming interest payments under the 2021/2026 Notes at the level of Metalcorp Group S.A., the Company remains in advanced dialogue with certain holders of the 2021/2026 Notes, the common representative of the 2017/2023 Notes and their respective advisors. It expects to announce an agreement in due course. Whilst these discussions are on-going, the Company has decided to postpone the 2nd Noteholders’ Meeting for the 2017/2023 Notes initially scheduled for 22 May 2023 to 16 June 2023 to allow for a to be agreed amendment of the voting proposals to fully reflect the final agreement on the envisaged debt assumption and broader capital structure solution and a concurrent vote of the 2021/2026 Noteholders. For clarification purposes, the current intention is that voting proposals shall be made to the 2017/2023 and the 2021/2026 Notes.
For further information:
Better Orange IR & HV AG
Frank Ostermair, Linh Chung
+49 89 8896906-25
Metalcorp Group S.A.
+352 2799 0145 55