Suncap SCOOP S.A. / Key word(s): Issue of Debt/Statement
Suncap SCOOP S.A.: Convening Notice - Noteholder meeting to be held on 19
December 2019 10:30 AM
06-Dec-2019 / 17:31 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*Suncap SCOOP S.A. *acting in relation to its *Compartment E*
7, Grand Rue
L-6630 Wasserbillig
RCS Luxembourg: B191977
(the "*Issuer*")
6 December 2019
*Convening Notice - Noteholder meeting to be held on 19 December 2019 10:30
AM*
The Issuer hereby announces that the Noteholder meeting of 4 December 2019
was not quorate and therefore adjourned (the "*First Meeting*"). The Issuer
therefore gives notice to the holders of its:
*ALPHA FX INDEX LINKED NOTES 2026 (ISIN XS1545830256) *(the "*Notes*")
of, and convenes all such holders to, a second Noteholder meeting to be held
at Sofitel Luxembourg Europe, 4 rue de fort Niedergrünewald, L - 2226
Luxembourg, Grand Duchy of Luxembourg, on Thursday, 19 December 2019 at
10:30 am (the "*Meeting*") in accordance with Condition 12.1 (_Meetings of
the Noteholders_) of the terms and conditions of the Notes (the
"*Conditions*") and Schedule 6 (_Provisions for meetings of the
Noteholders_) of the Agency Agreement.
*AGENDA*
The agenda of the Meeting (identical to the agenda of the First Meeting)
shall be the following:
1) Extension of the Early Redemption Date and appointment of a Noteholder
representative
2) Modification to the Conditions (Early Redemption)
3) Modification to the Conditions (Purchase of Notes)
4) Cancellation of purported Early Redemption
5) Authority of the Investment Manager
6) Cancellation of transfer instructions
7) Exchange or sale of Notes
8) Administrative Matters
9) Miscellaneous.
*BACKGROUND*
This section sets out the background information provided to the Noteholders
in connection with the First Meeting (please see the wording in italics
below).
The Noteholders should note that the initially proposed extension of the
Early Redemption Date (as defined and described in paragraph A below) will
no longer be possible, given that the proposed date for such extension and
the deadline for implementing the Restructuring (as defined below) (18
December 2019) will already have passed when the Meeting will take place (19
December 2019). Consequently, the first point on the agenda and the
corresponding resolution have become without object.
In respect of paragraph B below, the Issuer reiterates that, contrary to the
vdH Items (as defined below) and the proposed resolutions relating thereto
(resolutions 2 to 8), none of the parties (i.e. the Noteholders and the
Issuer) has the right to unilaterally amend the Conditions or any other
document in relation to the Notes. Following the termination of the Index
(as defined below), the Investment Management Agreement became without
object and, for the avoidance of doubt, was in addition formally terminated
with effect as of 29 November 2019.
* * *
"_On 4 November 2019, the Issuer was informed of the t_ermination of the
Alpha FX Index (the "*Index*") with immediate effect.
On 5 November 2019, the Issuer exercised its Early Redemption Option
pursuant to Condition 5.2 (a) (ii) and notified the Noteholders accordingly.
The Early Redemption Date with respect to the Notes is set to occur on 5
December 2019 at the latest (the "*Early Redemption*").
1) _Extension of the Early Redemption Date_
The Issuer wishes to submit to a vote of the Noteholders to push back the
Early Redemption Date (the "*Extension*") to Wednesday, 18 December 2019
(the "*Extended Early Redemption Date*") in view of determining whether a
restructuring of the debt represented by the Notes in the manner set out
hereafter (the "*Restructuring*") can be agreed with the different
stakeholders.
_The Restructuring would comprise the following steps:_
· Issue by a Luxembourg securitisation company (the "*New Issuer*") of
notes (i) substantially on the same terms as the Notes and (ii) linked to
an index substantially replicating the Index (the "*New Notes*");
· Subscription by the Issuer of the New Notes (the "*Subscription*");
· Transfer of all of the Issuer's assets (including, without limitation,
any Collateral Assets, any Hedging Assets and any cash standing to the
credit of the Issuer's accounts) to the New Issuer in payment of the
Subscription (the "*Transfer*");
· Amendment of the Conditions (the "*Amendment*") to permit the redemption
of the Notes in exchange of the New Notes by including the following new
Condition 5.2 (c) (Early Redemption in kind) in the Conditions:
_"The Issuer may at any time redeem the Notes in exchange for other
financial instruments on terms approved by the Noteholders (or a
committee/committee(s) representing their interests) pursuant to an
Extraordinary Resolution in accordance with Condition 12.1 and the Agency
Agreement."_
· Redemption of the Notes in exchange for the New Notes to be transferred
by the Issuer to the Noteholders (the "*Redemption*");
· Cancellation of the Notes (the "*Notes Cancellation*").
For the avoidance of doubt, the Issuer is supportive of the Restructuring,
subject to (i) having received satisfactory evidence of the settlement of
all costs, expenses and fees incurred by the Issuer, Oaklet S.A. as
corporate service provider to the Issuer ("*Oaklet LU*"), Oaklet GmbH acting
as Calculation Agent and Index Sponsor ("*Oaklet DE*"), and their respective
directors, managers, employees, agents and representatives (collectively,
the "*Relevant Persons*") in connection with the Notes and the proposed
Restructuring, (ii) appropriate hold harmless and indemnity arrangements to
be agreed with all relevant parties in the context of the Notes, (iii) the
discharge of the Relevant Persons in connection with the Notes and the
proposed Restructuring and (iv) the cooperation of all relevant parties,
including any party holding assets on behalf of, or for the account of the
Issuer (collectively, the "*CPs*").
_Should the Noteholders not vote in favour of the Extension, the Early
Redemption Date will, as announced previously, occur on 5 December 2019 at
the latest._
_Should the Noteholders vote in favour of the Extension, the Issuer will
confirm whether the CPs have been satisfied at the latest on 16 December
2019 by making a further announcement to the Noteholders. For the avoidance
of doubt, if the Noteholders vote in favour of the Extension, but the CPs
are not timely satisfied, the Extended Early Redemption will occur on the
Extended Early Redemption Date._
1) Noteholder meeting requested by von der Heydt & Co. AG ("*vdH*")
representing Noteholders holding 96.8% in principal amount of the Notes
Separately, vdH representing Noteholders holding 81.3% in principal amount
of the Notes requested to the Issuer to submit the items listed on the
agenda under numbers 2 to 8 (the "*vdH Items*") to the vote of the
Noteholders.
_For the avoidance of doubt, the vdH Items and the proposed resolutions
relating thereto have been prepared under the sole responsibility of vdH and
the Issuer disclaims any liability in this respect._
_The Issuer would point out that, contrary to the vdH Items and the proposed
resolutions relating thereto, (i) none of the parties involved (the
Noteholders, the Issuer, the Investment Manager) has the right to
unilaterally amend the Conditions, the Investment Management Agreement or
any other document in relation to the Notes, or to unilaterally revoke the
Early Redemption._
_The Issuer's rights in this respect, and in particular its right not to
consent, are reserved._
_Should the Noteholders approve the vdH Items without the Issuer also
consenting, the Early Redemption Date will, as announced previously, occur
on 5 December 2019 at the latest._"
*PROPOSED RESOLUTIONS*
At the Meeting, Noteholders will be asked to consider and if thought fit
pass the following resolutions (noting (i) that the resolutions produced
below are in identical terms as the resolutions that were submitted
previously for the purposes of the First Meeting, but (ii) that Resolution
1, as set out above in the "Background" section, has become without object):
Resolution 1 - Extension of the Early Redemption Date
IT IS RESOLVED THAT:
The Noteholders do hereby:
1) Consent to the Extension.
2) Appoint a Noteholder representative (committee(s) representing their
interests) to discuss and agree the proposed Restructuring with the Issuer
and all other relevant persons, to execute any and all documents and
instruments in relation to the proposed Restructuring and its
implementation, and generally to do all such things and take all such
actions as it may deem necessary, useful or desirable in connection with
any of the foregoing.
Resolution 2 - Modification to the Conditions (Early Redemption)
IT IS RESOLVED THAT:
The Conditions be and are hereby modified pursuant to Clause 12.1 of the
Conditions and the relevant provisions of the Agency Agreement by:
1) Inserting a new Condition 5.2A as follows:
"_Notwithstanding any other provision of these Conditions, any purported
exercise by the Issuer of its discretion to effect an Early Redemption under
Conditions 5.2 or 5.3 shall be subject to and conditional upon the Issuer
obtaining the prior written approval of the Investment Manager, which
approval shall not be unreasonably withheld or delayed_."
1) Inserting a new Condition 5.2B as follows:
"_The Investment Manager shall have full authority on behalf of the
Noteholders to determine the date (if any) for an Early Redemption and to
take such other measures in relation to such Early Redemption as the
Investment Manager considers to be in the best interests of Noteholders_".
1) Inserting a new Condition 5.2C as follows:
"_The Investment Manager is authorised at any time and in its absolute
discretion to issue a notice to Noteholders and the Issuer stating that an
Early Redemption shall take place on the date specified by the Investment
Manager. In this event, the Early Redemption shall proceed as if the Issuer
had issued an Issuer Notice under Condition 5.2(a)._"
1) Inserting a new Condition 5.2D as follows:
"_Any Early Redemption initiated by the Investment Manager under Condition
5.2C may (in the absolute discretion of the Investment Manager) be effected
by a redemption in specie, such that instead of receiving an amount of cash
upon redemption of the Notes, the Noteholders will receive new notes or
other securities which are linked to the Alpha FX Index Index or to a
substantially equivalent index._"
Resolution 3 - Modification to the Conditions (Purchase of Notes)
IT IS RESOLVED THAT:
The Conditions be and are hereby modified pursuant to Clause 12.1 of the
Conditions and the relevant provisions of the Agency Agreement by inserting
a new Condition 5.4A as follows:
"_Notwithstanding any other provision of these Conditions, the Issuer shall
not purchase any Notes under Condition 5.4 without the prior written
approval of the Investment Manager, which approval shall not be unreasonably
withheld or delayed._"
Resolution 4 - Cancellation of Early Redemption
IT IS RESOLVED THAT:
1) The Issuer's exercise on 4 November 2019 of its Early Redemption option
under Clause 5.2(ii) (the '*Early Redemption*') be and is hereby declared
for all the purposes of the Notes to be null and void in all respects.
2) The Issuer be and is hereby instructed by Noteholders to withdraw the
Early Redemption in its entirety, with immediate effect.
3) The Issuer be and is hereby instructed by Noteholders immediately to
withdraw and cancel of any and all demands or instructions of the Issuer
included in the Early Redemption. Within two (2) business days of the date
of this Resolution, the Issuer shall confirm in writing to the Investment
Manager that it has complied with the Instructions of the Noteholders.
Resolution 5 - Authority of the Investment Manager
IT IS RESOLVED THAT:
The Noteholders do hereby declare and confirm that:
1) The Investment Manager has full and exclusive authority to deal with
the Managed Account, as defined in the Investment Management Agreement
between the Issuer and the Investment Manager (the '*IMA*') and to issue
instructions to the Bank, provided only that the Investment Manager shall
ensure that the legitimate Costs of the Issuer are paid from the Managed
Account, as contemplated in Clause 2.2(e) of the IMA.
2) Subject only to any transfer request relating to the legitimate Costs
of the Issuer, the Investment Manager shall have specific authority in its
discretion to cancel any and all outstanding instructions or transfer
requests made by the Issuer, whether before or after the date of this
Resolution. On the instructions of the Investment Manager, the Issuer
shall immediately confirm in writing to the Bank that relevant transfer
requests or instructions have been cancelled.
Resolution 6 - Cancellation of transfer instructions
IT IS RESOLVED THAT:
1) The transfer instructions given by the Issuer to the Bank on or about
16 October 2019 and all other purported transfer instructions prior to the
date of this Resolution (together, the '*Transfer Instructions*') be and
are hereby declared to be null and void for all the purposes of the Notes
and the IMA.
2) The Issuer be and is hereby instructed by Noteholders to revoke and
withdraw the Transfer Instructions with immediate effect and to write
immediately to the Bank (in terms satisfactory to the Investment Manager)
confirming that this has been done.
Resolution 7 - Exchange or sale of Notes
IT IS RESOLVED THAT:
1) The Investment Manager be and is hereby authorised to take any and all
steps which in the opinion of the Investment Manager are or may be
necessary or appropriate to effect any exchange or sale of the Notes; or
the conversion of the Notes into, or the cancellation of the Notes in
consideration of notes or other securities of any company which are linked
to the Alpha FX Index or to a substantially equivalent index, plus an
element of cash if and to the extent deemed necessary or appropriate by
the Investment Manager in its absolute discretion.
2) At the option of the Investment Manager, any such arrangement as
described in the previous paragraph shall be the means by which an Early
Redemption is effected on the initiative of the Investment Manager under
Conditions 5.2C and 5.2D.
3) In any such case, the Issuer shall be obliged to cooperate fully with
the Investment Manager and shall promptly take all necessary or
appropriate steps to implement the said arrangement strictly in accordance
with the instructions of the Investment Manager.
Resolution 8 - Administrative Matters
IT IS RESOLVED THAT:
The Issuer be and is hereby instructed by the Noteholders to prepare and
circulate an amended and updated version of the Conditions as soon as
reasonably practicable and in any event within 14 days of the date of this
Resolution.
*VOTING INSTRUCTIONS AND PRACTICAL INFORMATION*
In accordance with Clause 3.2 of Schedule 6 (_Provisions for meetings of the
Noteholders_) of the Agency Agreement, the Issuer hereby informs the
Noteholders of the following:
· Global Note - voting certificate
A holder of a Note (not being a Note in respect of which instructions have
been given to the Paying Agent in accordance with the next paragraph) may
procure the delivery of a voting certificate in respect of that Note by
giving notice to the relevant clearing system specifying by a name a person
(an "*Identified Person*") (which need not be the holder him- or herself) to
collect the voting certificate and attend and vote at the Meeting. The
voting certificate will be made available at or shortly before the start of
the Meeting by the Paying Agent against presentation by the Identified
Person of the form of identification previously notified by the holder to
the relevant clearing system. The relevant clearing system may prescribe
forms of identification (including, without limitation, passports) which it
considers to be appropriate for these purposes. Subject to receipt by the
Paying Agent from the relevant clearing system, no later than 24 hours
before the time for which the Meeting is convened, of notification of the
principal amount of the Notes to be represented by any voting certificate
and the form of identification against presentation of which the voting
certificate should be released, the Paying Agent shall, without any
obligation to make any further enquiry, make available voting certificates
against presentation of forms of identification corresponding to those
notified.
· Global Note - block voting instructions
1) A holder of a Note (not being a Note in respect of which a voting
certificate has been issued) may require the Paying Agent to issue a block
voting instruction in respect of the Note by first instructing the
relevant clearing system to procure that the votes attributable to the
holder's Note should be cast at the Meeting in a particular way in
relation to the resolutions to be put to the Meeting. Any such instruction
shall be given in accordance with the rules of the relevant clearing
system then in effect. Subject to receipt by the Paying Agent, no later
than 24 hours before the time for which the Meeting is convened, of (i)
instructions from the relevant clearing system, (ii) notification of the
principal amount of Notes in respect of which instructions have been given
and (iii) the manner in which the votes attributable to the Notes should
be cast, the Paying Agent shall, without obligation to make any further
enquiry, attend the meeting and cast the votes in accordance with those
instructions.
2) A certified copy of each block voting instruction shall (if so
requested by the Issuer) be deposited with the Issuer before the start of
the Meeting or adjourned meeting but the Issuer shall not as a result be
obligated to investigate or be concerned with the validity of or the
authority of the proxies named in the block voting instruction.
3) Any vote given in accordance with the terms of a block voting
instruction shall be valid notwithstanding the previous revocation or
amendment of the block voting instruction or of any of the instructions of
the relevant Noteholder or the relevant clearing system (as the case may
be) pursuant to which is was executed provided that no indication in
writing of any revocation or amendment has been received from the Paying
Agent by the Issuer at the registered office by the time being 24 hours
before the time appointed for holding the Meeting or adjourned meeting at
which the block voting instruction is to be used.
Please refer to the attached "_Practical information sheet_" and its
appendices ("_Physical access card access_" and "_Proxy Form_") for further
details.
*DEFINITIONS*
Unless otherwise defined herein, capitalised terms used in this notice shall
have the meaning given to them in the Conditions. The following terms and
expressions have the shall have the following meaning:
"*24 hours*" means a period of 24 hours including all or part of a day on
which banks are open for business both in the place where the Meeting is to
be held (i.e. Luxembourg-City) and the place where the Paying Agent has its
specified office (i.e. Luxembourg-City) (disregarding for this purpose the
day on which the Meeting is to be held);
"*Agency Agreement*" means the paying agency agreement dated 24 September
2018 between the Paying Agent and the Issuer in respect of the Notes;
"*block voting instruction*" means an English language document issued by
the Paying Agent and dated which:
1) relates to a specified principal amount of Notes and the Meeting (or
adjourned meeting) of the Noteholders;
2) states that the Paying Agent has been instructed (either by the holders
of the Notes or by a relevant clearing system) to attend the Meeting and
procure that the votes are attributable to the Notes are cast at the
Meeting in accordance with the instructions given;
3) identifies with regard to each resolution to be proposed at the Meeting
the principal amount of Notes in respect of which instructions have been
given that the votes attributable to them should be cast in favour of the
resolution and the principal amount of Notes in respect of which
instructions have been given that the votes attributable to them should be
cast against the resolution; and
4) states that one or more named person (each a proxy) is or are
authorised by the Paying Agent to cast the votes attributable to the Notes
identified in accordance with the instructions referred to in (c) as set
out in the bock voting instruction;
"*Paying Agent*" means Banque et Caisse d'Epargne de l'Etat, Luxembourg
"*relevant clearing system*" means, in respect of the Notes, all of which
are represented by a Global Note, Clearstream Banking SA; and
"*voting certificate*" means an English language certificate issued by the
Paying Agent and dated in which it is stated that the bearer of the voting
certificate is entitled to attend and vote at the meeting and any adjourned
meeting in respect of the Notes represented by the certificate.
*LEI Number (**Suncap SCOOP S.A.): 222100BK1QIGT3R0P692*
Yours faithfully,
*Suncap SCOOP S.A. *acting in relation to its *Compartment E*
______________________
Name:
Title:
06-Dec-2019 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Suncap SCOOP S.A.
7 Grand Rue
6630 Wasserbillig
Luxemburg
Phone: +35226704225
E-mail: directors@oaklet.lu
ISIN: XS1545830256
WKN: A2D8QX
Listed: Regulated Unofficial Market in Frankfurt
EQS News ID: 930787
End of Announcement DGAP News Service
930787 06-Dec-2019 CET/CEST
(END) Dow Jones Newswires
December 06, 2019 11:31 ET (16:31 GMT)
