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 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 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.
Further details of the broader recapitalisation will follow.
The amended invitation to vote on 16 June 2023 and further documents will be made available for download on the company’s website at www.metalcorpgroup.com under “Investor Area / Noteholder voting 2017/2023 Notes” and in the German Federal Gazette (Bundesanzeiger). Noteholders are informed that voting instructions to the voting proxies appointed by the Company and the special proofs with blocking notice already submitted for the meeting on 22 May 2023 will lose their validity and will have to be re-issued and re-sent for the postponed noteholders’ meeting.
Metalcorp Group reserves its right to advance any individual actionable alternative, or a combination thereof should circumstances necessitate doing so in the interests of preserving value for stakeholders.
About Metalcorp Group S.A.:
Metalcorp Group is a diversified global service provider in the metals and minerals industry including procurement, marketing, mining and processing of such products. The business activities are divided into the Aluminum and Bulk and Ferrous Sub-Group and the Metals & Concentrates Sub-Group. The 2021/2026 bond (ISIN: DE000A3KRAP3) and the 2017/2023 bond (ISIN: DE000A19MDV0) are traded on the Open Market of Deutsche Börse AG (“Freiverkehr” of the Frankfurt Stock Exchange).
For further information:
Better Orange IR & HV AG
Frank Ostermair, Linh Chung
+49 89 8896906-25
Metalcorp Group S.A.
+352 2799 0145 55