BCRE Brack Capital Real Estate N.V.
Notice of extraordinary meeting of holders of convertible bonds
21-May-2020 / 14:45 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
This announcement contains inside information within the meaning of the
Market Abuse Regulation (EU) (No 596/2014).
21 May 2020
BCRE - Brack Capital Real Estate Investments N.V.
("BCRE" or the "Company")
Notice of extraordinary meeting of holders of convertible bonds
to amend the terms and conditions of the 5% convertible bonds due 2022 (the
"Convertible Bonds")
(ISIN XS1489395357)
The Company is pleased to announce that an extraordinary meeting of
bondholders (the "Meeting" and "Bondholders") will be held at Barbara
Strozzilaan 201, 1083 HN Amsterdam, the Netherlands on 12 June 2020 at 9:00
a.m. GMT (10:00 a.m. CEST).
1. Introduction
As per the announcements made on 11 February 2020 and 5 May 2020, the
pandemic outbreak of COVID-19 is currently delaying the Company's
disposition processes of its non-core assets (CitizenM Hotel at Times
Square/NYC, its Russian investments and other investments in non-core
markets), pending a clearer view on the virus and the economic backdrop.
The outbreak led most of the Company's projects to an utter operational
halt, whether imposed by regulative requirements (Manhattan construction and
Russia retail assets) or by the diminished economic activity (Manhattan
lodging and Russia logistics).
In Manhattan, all construction activities have been ordered to stop, and the
resulting delay in the completion of the 90 Morton project exposes the
Company to risks stemming from its contractual liabilities related to the
project.
The Company's negotiations for the 720 West End Avenue projects construction
financing, have also been affected by the outbreak and the Company is
currently considering alternative short-term financing with view to reassess
the market's outlook later on when - hopefully - the uncertainty will be
reduced.
In Russia, the regulatory requirement to close all of the retail centres is
severely affecting the assets and BCRE's efforts to exit its interest in
this market.
As the pandemic outbreak and the governments' response policies have
strongly affected nearly all of the Company's businesses, the realization of
its announced business plan on 6 February 2018 is going to extend beyond the
timetable perceived prior to the pandemic outbreak.
As a consequence, and considering the alternatives available to the Company
per the terms and conditions of the Convertible Bonds (the "Terms and
Conditions"), the Company decided to approach the Bondholders to request
them to approve the amendment of the Terms and Conditions.
In light of the above, the Company wishes to (i) extend the redemption date
of the first 25% of the outstanding Convertible Bonds, issued under the
trust deed dated 20 September 2016, as amended and restated on 4 March 2020
(the "Trust Deed"), (ii) pay on 31 May 2020 all accrued interest due on all
outstanding Convertible Bonds, and make the requisite changes to the Terms
and Conditions. Ancillary changes will also have to be made to the Trust
Deed and the paying and conversion agency agreement dated 20 September 2016,
as amended and restated on 4 March 2020 (the "Agency Agreement"). Drafts of
the proposed amendments to the Terms and Conditions, the Trust Deed [and the
Agency Agreement] are placed on the Company's website.
www.brack-capital.com/investor-relations) [1]
Capitalized terms shall have the meaning as set out in the Trust Deed.
Condition 10 of the Terms and Conditions stipulates that the Trust Deed
contains provisions for convening meetings of the holders of Convertible
Bonds to consider any matter affecting their interests, including the
modification of the Terms & Conditions by a resolution passed at a meeting
of the bondholders duly convened and held in accordance with the Trust Deed
by a majority of at least 60 per cent. of the persons voting thereat upon a
show of hands or if a poll is duly demanded by such majority (the
"Extraordinary Resolution").The necessary quorum for passing an
Extraordinary Resolution will be one or more persons holding or representing
not less than two-thirds, or at any adjourned meeting not less than
one-third, in principal amount of the Convertible Bonds for the time being
outstanding.
To secure the required majority and quorum to pass any resolutions necessary
to amend the Terms and Conditions and the Trust Deed, the Company has
approached the bondholders concerning the proposed amendments of the Terms
and Conditions and based on the general assessment that the Company has
received following discussions with the bondholders and/or their
representatives, there is an indication that the required majority of
bondholders will vote in favour of the proposed amendments of the Terms and
Conditions.
By this notice, the Company convenes the Meeting. The agenda and further
relevant details are set out below.
2. Amendment of the Terms and Conditions and Trust Deed (voting item)
The proposal envisages (a) the extension of the redemption date of the first
25% of the outstanding Convertible Bonds from 31 May 2020 to the earlier of:
(i) 31 May 2021, and (ii) seven Business Days after the sale and delivery of
the last unit in the for-sale property 90 Morton Street, New York, NY 10014,
United States, (b) the payment on 31 May 2020 of all accrued interest due on
31 May 2020 on all outstanding Convertible Bonds, and certain ancillary
changes to the Terms and Conditions, Trust Deed and the Agency Agreement as
set out in the proposed amendment to the Terms and Conditions, the Trust
Deed and the Agency Agreement, respectively, as all placed on the Company's
website. The proposal requires the approval thereof by the Bondholders.
3. Meeting of bondholders
This press release constitutes a notice convening the Meeting in accordance
with Clause 11 of the Terms and Conditions and will be made available on the
Company's website.
4. Authorization to participate
Bondholders or their representatives showing a voting certificate and
proxies showing a block voting instruction (the Block Voting Instruction)
issued by the paying agent (Citibank N.A. London Branch) (the Paying Agent)
can attend and vote at any meeting.
5. Voting and participation in the Meeting
With reference to schedule 1 (Paragraph 2) of the Trust Deed, a holder of a
Convertible Bond (whether in definitive form or represented by a global
bond) may obtain a voting certificate in respect of such Convertible Bond
from a Paying Agent (as set out below) or require a Paying Agent to issue a
Block Voting Instruction in respect of such Convertible Bond by depositing
such Convertible Bond with such Paying Agent, or (to the satisfaction of
such Paying Agent) by such Convertible Bond being held to its order or under
its control, in each case not less than 48 hours before the time fixed for
the Meeting and on the terms set out in subparagraph 1(a)(i)(A) or
1(a)(ii)(A) of schedule 1 of the Trust Deed (as the case may be), and (in
the case of a Block Voting Instruction) instructing such Paying Agent to the
effect set out in subparagraph 1(a)(ii)(B) of schedule 1 of the Trust Deed.
The holder of any voting certificate or the proxies named in any Block
Voting Instruction shall for all purposes in connection with the Meeting or
adjourned meeting of Bondholders be deemed to be the holder of the
Convertible Bonds to which such voting certificate or Block Voting
Instruction relates and the Paying Agent with which such Convertible Bonds
have been deposited or the person holding the same to the order or under the
control of such Paying Agent shall be deemed for such purposes not to be the
holder of those Convertible Bonds.
As is customary for securities such as the Convertible Bonds, the
Convertible Bonds are generally held through banks or other financial
institutions (the Intermediaries) which have accounts with clearing and
depositary systems, Clearstream Banking, société anonyme (Clearstream,
Luxembourg) and Euroclear Bank S.A./N.V. (Euroclear), through which
transactions in the Convertible Bonds are effected.
All of the Convertible Bonds are represented by a bearer global bond (Global
Bond). The Global Bond is presently held by a common depositary for
Clearstream, Luxembourg and Euroclear.
Each person (a Beneficial Owner) who is the owner of a particular amount of
Convertible Bonds, through Clearstream, Luxembourg, Euroclear or their
respective account holders with Clearstream, Luxembourg or Euroclear (the
Accountholders), should be entitled to attend and vote at the Meeting (or
any adjourned meeting of Bondholders, as the case may be) in accordance with
the procedures set our herein.
If a Bondholder is not wishing to attend and vote at the Meeting or any
adjourned meeting of Bondholders in person, he can (i) instruct the Paying
Agent to appoint a proxy to attend and vote at the Meeting or any adjourned
meeting of Bondholders on his behalf with the type of vote: in favour of /
against the proposed resolution or (ii) allow its voting rights in the
Meeting or any adjourned meeting of Bondholders to be exercised by an
authorized representative, e.g. allow another person of its choice to act as
representative. Such authorizations must be issued in writing.
In order to instruct the Paying Agent to appoint a proxy to attend and vote
at the Meeting (or any adjourned meeting of Bondholders, as the case may be)
in accordance with a Bondholder's instructions, an Accountholder must
procure delivery of an electronic voting instruction, in accordance with the
procedures of Euroclear or Clearstream, Luxembourg, to the Paying Agent (the
Electronic Voting Instruction) prior to the Expiration Time on the
Expiration Date (as defined below), Voting instructions may be delivered
through Accountholders with the type of vote: in favour of / against by
stating the principal amount of the Convertible Bonds.
Any Bondholder who wishes to physically attend the Meeting or any adjourned
meeting of Bondholders or appoint a representative to this effect shall
previously send an instruction to the clearing systems in order to allow
them to block the relevant Convertible Bonds. Those instructions must also
request the disclosure on the direct participant and disclosure on the
Beneficial Owner to the clearing systems.
Beneficial Owners who are not Accountholders must arrange through their
broker, dealer, commercial bank, custodian, trust company or other
intermediary to contact the Accountholder through which they hold their
Convertible Bonds in order to procure delivery of their (voting)
instructions via Euroclear or Clearstream, Luxembourg to the Paying Agent
prior to the Expiration Time on the Expiration Date.
The expiration time shall be 10 a.m. (CEST) (the Expiration Time) 10 June
2020 (the Expiration Date).
Once the Paying Agent has issued a Block Voting Instruction for a meeting in
respect of Convertible Bonds, it shall not release such Convertible Bonds
until either (i) the meeting has been concluded or (ii) the Block Voting
Instruction has been surrendered to the Paying Agent. A vote cast in
accordance with a Block Voting Instruction may not be revoked or altered.
Beneficial Owners should note that they must allow sufficient time for
compliance with the standard operating procedures of Euroclear and
Clearstream, Luxembourg and, if applicable, such Accountholder in order to
ensure delivery of their voting instructions to the Paying Agent in
accordance with the time-frame set out in this notice. Beneficial Owners are
urged to contact any such person promptly to ensure timely delivery of such
voting instructions.
Once instructions to participate in the Meeting or to vote by proxy have
been given, the Beneficial Owner's interest in the Convertible Bonds will be
blocked until the conclusion of the Meeting or the adjourned meeting of
Bondholders (as the case may be). This means that it may not be possible to
sell such Convertible Bonds until the conclusion of the Meeting or any
adjourned meeting of Bondholders (as the case may be).
Any instructions to participate in the Meeting or to vote by proxy given by
a Beneficial Owner will remain valid and effective for the adjourned meeting
of Bondholders, Beneficial Owners who took no action in respect of the
Meeting can give instructions for the adjourned meeting of Bondholders by
following the same procedure set forth above.
Last deadline to receive the Electronic Voting Instruction: 10 June 2020 at
9:00am GMT (10:00am CEST).
CITIBANK N.A., LONDON BRANCH
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Email: corporateaction.instruction@citi.com
6. Recommendation
The board of the Company (the "Board") considers the proposed amendments to
the Terms and Conditions, the Trust Deed and the Agency Agreement in the
best interest of the Company. Accordingly, the Board unanimously recommends
the Bondholders to vote in favour of the resolution to amend the Terms and
Conditions, the Trust Deed and the Agency Agreement.
ENQUIRIES:
BCRE - Brack Capital Real Estate Investments
N.V.
Nansia Koutsou, Chief Executive Officer
Yiannis Peslikas, Chief Financial Officer +31 20 514 1004
Novella Communications
Tim Robertson
Fergus Young +44 203 151 7008
About BCRE
BCRE is an international real estate development and investment group,
headquartered in the Netherlands and listed on the Cyprus Stock Exchange.
Through its subsidiary and associated undertakings, the Company is
interested in, develops and operates and international portfolio of real
estate assets in the markets it operates.
The Company has established local management team platforms with significant
local market expertise. At present, the Company has offices and teams in New
York, Moscow, Amsterdam and Limassol.
The Convertible Bonds have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "Securities Act") and
are subject to United States (the "US") tax law requirements. Subject to
certain exceptions, the Convertible Bonds may not be offered, sold or
delivered in the US or to or for the account of US persons (as defined in
Regulation S under the Securities Act).
This announcement is for information purposes only and is not a prospectus
and does not constitute an offer to subscribe for or buy shares, the Bonds
or other securities of the Issuer (the "Securities") in any jurisdiction.
This announcement and the fact of its distribution is not and should not be
seen as an inducement in relation to a decision to purchase Securities.
Investors should not subscribe for or purchase any Convertible Bonds except
on the basis of information contained in the prospectus published by the
Company.
The contents of this announcement have been prepared by and are the sole
responsibility of the Company.
Regulatory filing PDF file
Document title: Notice of extraordinary meeting of holders of convertible
bonds
Document: https://eqs-cockpit.com/c/fncls.ssp?u=YHOOVFNGRA [2]
Language: English
Company: BCRE Brack Capital Real Estate N.V.
Barbara Strozzilaan 201
1083HN Amsterdam
Netherlands
Internet: http://www.brack-capital.com/
ISIN: NL0010763611
Euronext Ticker: MLBCR
AMF Category: Inside information / Other releases
EQS News ID: 1053051
End of Announcement EQS News Service
1053051 21-May-2020 CET/CEST
1: http://)
2: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=dee26c8a7275394f1b9e6cdfc7a723cf&application_id=1053051&site_id=vwd&application_name=news
(END) Dow Jones Newswires
May 21, 2020 08:45 ET (12:45 GMT)
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