Selecta Group Consent Solicitation
Zurich, 09. September 2020, Selecta Group B.V. (the “Issuer”, and together with its subsidiaries, the “Group”) announced today that it has commenced a consent solicitation (the “Consent Solicitation”) in respect of all of its outstanding €865,000,000 aggregate principal amount 57⁄8% Senior Secured Notes due 2024 (the “Euro Fixed Rate Notes”), all of its outstanding €375,000,000 aggregate principal amount Senior Secured Floating Rate Notes due 2024 (the “Euro Floating Rate Notes”) and all of its outstanding CHF 250,000,000 aggregate principal amount 57⁄8% Senior Secured Notes due 2024 (the “CHF Notes”, and together with the Euro 2 Fixed Rate Notes and the Euro Floating Rate Notes, the “Notes”) pursuant to a consent solicitation statement dated the date hereof (the “Consent Solicitation Statement”).
The Issuer is soliciting consents from holders of the Notes (“Holders”) in order to make certain amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) to facilitate the implementation of a scheme of arrangement under Part 26 of the UK Companies Act 2006 in respect of the Notes (the “Scheme”) by helping to establish a sufficient connection with England, such that the High Court of England and Wales will accept jurisdiction in relation to the Scheme. Capitalized terms used but not defined in this announcement have the same meaning ascribed to them in the Consent Solicitation Statement.
The Issuer has undertaken a comprehensive capital structure review, and has reached an agreement with certain members of its key stakeholder groups in respect of a comprehensive recapitalisation transaction of the Group (the “Transaction”). In connection with the Transaction, the Issuer has negotiated a lock-up agreement with a substantial amount of Holders of the Notes outstanding (the “Lock-Up Agreement”). Pursuant to the Lock-Up Agreement, all Holders are potentially eligible to receive a lock-up fee in connection with the Lock-Up Agreement. For further information on the Transaction and how to accede to the Lock-Up Agreement and earn the lock-up fee, please refer to http://www.lucid-is.com/selecta and the Issuer’s public announcement dated September 8, 2020, which can be accessed at https://www.selecta.com/investors/financial-information/results-reports-newspresentations/2020-Investor-News/).
In accordance with the terms of the Lock-Up Agreement, the Holders that become party to the Lock-Up Agreement will each have agreed to promptly take all actions which are reasonably necessary in order to support, facilitate, implement, consummate or otherwise give effect to all or any part of the Transaction, including voting in favor of the Proposed Amendments.
Proposed Amendments under the Consent Solicitation
In order to implement the Transaction as contemplated by the transaction steps plan appended to the Lock-Up Agreement, subject to the terms and conditions in the Consent Solicitation Statement, the Issuer requests consents to (i) amend the Indenture to (a) change the governing law of the Indenture, the Notes and the Guarantees to the laws of England and Wales; (b) change the jurisdiction clause of the Indenture such that the courts of England and Wales shall have (1) non-exclusive jurisdiction to settle any disputes or proceedings that arise out of or in connection with the Indenture, the Notes and the Guarantees and (2) exclusive jurisdiction to settle any such disputes or proceedings instituted by the Issuer, the Co-Issuer (as defined below) or any of the Guarantors in relation to any Holders of the Notes or the Trustee on behalf of the Holders of the Notes; and (c) include such provisions for trustees as are customarily contained in, and to ensure that the Indenture, as amended, is consistent with, bond trust deeds governed by the laws of England and Wales (including, but not limited to, provisions clarifying the methods by which Holders may give consents to any future amendments, waivers and supplements in respect of the Indenture); and (ii) provide for the accession of an entity to be incorporated under the laws of England and Wales, as a co-issuer (the “Co-Issuer”) in respect of the Notes, which will be the entity that ultimately proposes the Scheme.
In addition, the Issuer requests consent to authorize the appointment of Lucid Trustee Services Limited as successor Security Agent under the Indenture and a waiver of the right of the Holders of a majority of the then outstanding Notes to remove Lucid Trustee Services Limited as successor Trustee under the Indenture. This waiver will only apply to the appointment of Lucid Trustee Services Limited as successor Trustee and not to the appointment of any successor trustee that may replace Lucid Trustee Services Limited in the future.
The Issuer also announced that Lucid Trustee Services Limited was appointed today as successor Trustee under the Indenture following the resignation of U.S. Bank Trustees Limited, as agreed between the Issuer and U.S. Bank Trustees Limited.
The Proposed Amendments require the receipt of the valid and unrevoked Consents of Holders of at least a majority in aggregate principal amount of the Notes then issued and outstanding under the Indenture prior to the Expiration Time (as defined below).
A full background to the Consent Solicitation is set out in the Consent Solicitation Statement under the heading “Background and purpose of the Consent Solicitation”. Further detail around the Proposed Amendments is set out in the Consent Solicitation Statement under the heading “The Proposed Amendments”.
Following receipt of the requisite consents prior to the Expiration Time, provided that conditions set out in the Consent Solicitation Statement have been satisfied, a supplemental trust deed will be executed, and at such time the Proposed Amendments will become effective and operative (the “Consents Effective Time”).
Consents may be validly revoked by Holders prior to but not after the Consents Effective Time. Holders should note that the Consents Effective Time may fall prior to the Expiration Time, and, if so, Holders may not be given prior notice of such Consents Effective Time.
The term “Expiration Time” means 4:00 p.m., London time, on September 15, 2020, unless the Issuer, in its sole and absolute discretion, extends the Expiration Time, in which case such Expiration Time shall be the latest date and time for which an extension is effective. In order to amend or extend the Expiration Time, the Issuer will notify the Trustee and the Information and Tabulation Agent of any extension by written notice and will notify the Holders, each prior to 9:00 a.m., London time, on the next business day after the previously scheduled Expiration Time.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Holder in order for such Holder to participate in, or to validly revoke their instruction to participate in, the Consent Solicitation by the deadlines specified above. The deadlines set by any such intermediary and each clearing system for the submission and (where permitted) revocation of Electronic Consent Instructions may be earlier than the relevant deadlines above.