DeZwarteRidder schreef op 28 maart 2023 19:41:
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Amendments to the relevant debt documents of the Group resulting in CPU holders being paid ahead of any holders of equity instruments issued by SIHNV or any new ultimate parent entity of the Group (such new ultimate parent entity of the Group, “New Topco”).
A “solvent distribution regime” to facilitate an efficient distribution of the Group’s assets at fair value directly to financial creditors, subject to any legal and regulatory restrictions, if debt has not been discharged in full at extended maturity (or following any earlier acceleration). The regime includes limited recourse terms and “solvent liquidation” provisions for the benefit of SIHNV (including New Topco) and its subsidiaries.
As previously disclosed, given that the Company’s general meeting did not approve the Maturity Extension Transaction and related equity reorganisation at the 2023 AGM, it is intended that under the WHOA Restructuring Plan 100% of the potential economic interests in the post-closing equity of the Group will be for the benefit of the individual financial creditors as at the date of completion of the restructuring.
In a change to the position described in the Circular, it is now proposed that the financial creditors will be issued CVRs by New Topco on substantially similar terms to the CVRs that had been originally proposed to be issued to the SIHNV shareholders. As set out in the Circular, New Topco will be an unlisted company. The shares in New Topco will be held by five separate and independent Dutch foundations. The financial creditors will not receive depositary receipts from the Dutch foundations as previously indicated in the Circular.
As part of the WHOA Restructuring Plan, it is envisaged that such number of ordinary shares in SIHNV will be issued to the separate and independent Dutch foundations that they will in aggregate hold 50% plus one share in the share capital of the Company.
The expectation is that following implementation of the Maturity Extension Transaction, a proposal will be made to the shareholders of the Company to dissolve and liquidate SIHNV which, if approved, will result in the existing SIHNV shares including their current listings falling away with no financial compensation payable to shareholders. The dissolution of SIHNV (including the termination of the secondary listing on the Johannesburg Stock Exchange) is subject to approval of the South African Reserve Bank.
The support agreement entered into by the Company, Newco 3 and the several financial creditors as announced on 15 December 2022 remains in place and the intention remains to implement the Maturity Extension Transaction by the “Long Stop Date” of 30 June 2023.
If the WHOA Restructuring Plan is not successful or is not confirmed by the Dutch court by 30 June 2023, the Company may be in default under the relevant finance documentation as per 30 June 2023 and certain elements of the Maturity Extension Transaction including the equity reorganisation may be implemented by way of enforcement of security rights by the financial creditors alongside the implementation of other terms of the Maturity Extension Transaction. In these circumstances, SIHNV would lose its interests in the underlying Group businesses and assets and shareholders would retain no economic interest in the restructured Group.
The Maturity Extension Transaction, including the equity reorganisation, is subject to new financial creditor consents and confirmation by the Dutch Court. There is no certainty that such consents or confirmation order will be achieved before the current maturity date under the Group Services Debt of 30 June 2023 following which the financial creditors may enforce their rights.
The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the JSE Limited.