Luxembourg, 30 March 2023 – Metalcorp Group S.A. (the “Company” and together with its subsidiaries the “Metalcorp Group”) has received a finalised sale and purchase agreement from a bidder for the purchase of its shares in BAGR Non-Ferrous Group GmbH, the parent company of the Aluminium and Bulk and Ferrous Sub-Group, with the offer to enter into this agreement subject to certain conditions, including the consent of the requisite majority of the holders of the EUR 69,885,000 8.5% senior unsecured notes due 2023 (the “2017/2023 Bonds”) to roll over the 2017/2023 Bonds into the acquisition company on terms and conditions to be further negotiated. In light of this condition, the Company will convene a bondholder meeting for the 2017/2023 Bonds as soon as practicable to ascertain whether a roll over can be fulfilled or not and to seek a deferral of the EUR 8 million amortisation which shall not be paid on 31 March 2023.
In the meantime, the Company continues to explore all alternatives.
In addition, the Company has continued its dialogue with certain holders (the “Ad Hoc Group”) of the EUR 300,000,000 8.5% senior secured notes due 2026 (the “2021/2026 Bonds”). The members of the Ad Hoc Group executed a non-disclosure agreement and have received certain information. The Ad Hoc Group has indicated their desire to explore the willingness to provide funding to the operating entities.
By way of reminder, Metalcorp Group S.A. is a non-operating holding company which issued the 2017/2023 Bonds and the 2021/2026 Bonds and since its reorganisation of the Group holds the interests in two distinct sub-groups comprising the operating entities within the Aluminium and Bulk and Ferrous Sub-Group and the Metals & Concentrates Sub-Group (each as further described in the recent investor update press release as of 20 March 2023). These sub-groups are subsidiaries of Metalcorp Group S.A. and are operated independently and separately from each other.
Metalcorp Group preserves 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, however, its present intention is to pursue alternatives on an accelerated basis to optimise the opportunity for a successful outcome which includes:
- Negotiations with the Ad Hoc Group will continue to be advanced to assess whether there is a proposal which can be implemented on a timely basis, addresses the upcoming debt service requirements under the 2017/2023 and 2021/2026 Bonds, provides funding to the operating entities and offers the prospect of higher value than a sale pursuant to the sale and purchase offer for BAGR or any other final and binding offers which maybe received.
- Consent will be pursued from the 2017/2023 bondholders to facilitate a possible transaction and a deferral of the upcoming amortisation payment to provide time for a transaction to be consummated.
Metalcorp Group S.A., with a bauxite resource in excess of 550 million tonnes, and which shipped its first Cape-size vessel of bauxite to China in February, is now focused on accelerating the ramp up of it mining business and is in discussions with both financial and strategic investors to expand and expedite these activities.
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:
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