Luxembourg, 22 October 2022 – Metalcorp Group S.A. has yesterday received a counter-motion from SdK Schutzgemeinschaft der Kapitalanleger e.V. (“SdK”) regarding its proposed resolutions for the voting without meeting of the noteholders of its 2017/2022 notes from 22 to 25 October 2022. SdK proposes, among other things, an increased coupon and, on the one hand, more flexibility in the modalities for early redemption (redemption also in installments and at the nominal amount) and, on the other hand, event-driven and fixed partial redemptions. An event-driven partial redemption is to be made as soon as Metalcorp has sold the bauxite currently stored in Guinea and to be shipped from November 2022, at the latest by the end of May 2023. Fixed partial redemptions are to be made at the end of March 2023 and the end of May 2023, with the event-driven partial redemption being credited.
In addition, SdK proposes an equal treatment obligation with the noteholders of the 2021/2026 notes and, by way of clarification, would like to include the security already granted in the form of shares in the issuer in the terms and conditions of the notes. The proposals are supplemented by termination rights in the event of non-compliance.
Metalcorp has not yet been able to conclusively examine the proposals of SdK, but welcomes them in principle as a first step towards an agreement with the noteholders. Metalcorp has held intensive and constructive discussions with numerous noteholders over the last two weeks, from which the company believes a path towards an agreement on the modalities of the prolongation of the 2017/2022 notes is emerging. Metalcorp will therefore put the counter-motions of SdK to a vote during the voting without meeting of the noteholders of its 2017/2022 notes from 22 to 25 October 2022, but reserves the right not to approve individual amendments to the terms and conditions of the notes in the event that they receive the required majority and quorum.
The counter-motion can be found at the following link on Metalcorp’s website: https://metalcorpgroup.com/noteholder_voting/.
Noteholders are asked to use the supplemented voting form available on the aforementioned website. If investors have already used the original voting form, they may also handwrite and check off the counter-motions on page 3 of the form. Please designate them as motion no. “2.1-SdK”, “2.2-SdK” and “2.3 SdK”. Since SdK has submitted counter-motions for all three agenda items, a counter-motion must be named for each agenda item so that it can be seen what is being voted for or against.
If the voting without meeting does not reach the required quorum, Metalcorp will invite to the 2nd noteholders’ meeting in due time, probably on 18 November 2022. Noteholders are asked to take this into account as early as possible when requesting the special proof with blocking notice from their custodian bank. In the event of an invitation to the 2nd noteholders’ meeting, Metalcorp will hold an investor call on 27 October 2022 at 17:00 and provide information on the current status of the voting as well as the discussions with the noteholders.
For further information:
Metalcorp Group S.A.
Patrick Handley, Tom Pigott
+44 (0) 20 7404 5959
Frank Ostermair, Linh Chung
Better Orange IR & HV AG
+49 (0) 89 8896906 25