Luxembourg, 14 November 2022 – Metalcorp Group S.A. has today received a counter-motion from SdK Schutzgemeinschaft der Kapitalanleger e.V. (“SdK”) regarding its proposed resolutions for the 2nd noteholders’ meeting of its 2017/2022 notes (ISIN: DE000A19MDV0) on 18 November 2022 at 12:00 in Frankfurt am Main. As the counter-motion has been coordinated between the company and SdK, Metalcorp Group recommends the noteholders of the 2017/2022 notes to vote in favor of all new resolutions proposed by SdK.
In coordination with Metalcorp Group and in addition to the company’s proposals (extension of the term by one year and increased coupon of 8.5% p.a.), SdK proposes, on the one hand, a flexibilization of the modalities for early redemption (redemption also in installments and at the nominal amount) and, on the other hand, fixed partial redemptions (amounts of EUR 8 million on 31 March 2023 and of EUR 8 million on 30 June 2023).
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.
The counter-motion can be found at the following link on Metalcorp’s website: https://metalcorpgroup.com/noteholder_voting/.
Noteholders who have already given the general instruction on the management’s proposals do not need to take any further action.
Noteholders are asked to use the supplemented proxy form and instructions to the voting proxies appointed by the issuer available on the aforementioned website. If investors have already used the original form, they may also handwrite and check off the counter-motions on page 2 of the form. Please designate them as motion no. “1.2 SdK”, “2.2 SdK” and “3.2 SdK”. Since SdK, in coordination with the Metalcorp Group, 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. Bondholders are asked, if they wish to vote in favor of the counter-motions of SdK, to tick only these and not the proposals of the company.
The company has already received numerous registrations and expects that the quorum and the approval will be reached, in particular due to further registrations that have been announced (e.g. by the SdK and noteholders close to it). Metalcorp Group nevertheless asks all holders of the 2017/2022 notes to exercise their voting rights in person or by proxy and to register in due time until 15 November 2022 at 24:00 (CET).
For further information:
Metalcorp Group S.A.
abelli@metalcorpgroup.com
Patrick Handley, Tom Pigott
Brunswick
+44 (0) 20 7404 5959
Frank Ostermair, Linh Chung
Better Orange IR & HV AG
+49 (0) 89 8896906 25
metalcorp@better-orange.de