DGAP-News: European TopSoho S.à r.l.
/ Key word(s): Miscellaneous
European TopSoho S.à r.l.: €250 million 4% secured guaranteed bonds due 2021 LUXEMBOURG - Media OutReach - 8 March 2021 - European TopSoho S.à r.l. (the "Company" and, together with its holding companies and subsidiaries, the "Group") announces today information in relation to its €250 million 4% secured guaranteed bonds due 2021, exchangeable into shares of SMCP S.A. (ISIN XS1882680645) (the "Bonds"). Reference is made to (1) the trust deed dated 21 September 2018 between the Company, the Guarantor and BNP Paribas Trust Corporation UK Limited relating to the Bonds (the "Trust Deed"); and (2) the announcement of the Company dated 18 January 2021 (the "Announcement"). Unless otherwise defined, capitalised terms in this announcement will have the same meaning as those defined in the Trust Deed and the Announcement, as applicable. RECENT EVENTS Discussions with the Ad Hoc Group Over the past few weeks, the Company and its various stakeholders, together with their respective advisers, have been engaged in constructive dialogue towards an amendment of certain indebtedness and/or other obligations in respect of the Bonds (the "Proposed Transaction"). Progress has been made with a number of major holders of the Bonds who together constitute the Ad Hoc Group (who, as at the date of this announcement, beneficially hold as principal over 75% of the aggregate outstanding principal amount of the Bonds) on the terms of such Proposed Transaction. This has culminated in the Company and the Ad Hoc Group having reached an in-principle agreement on such terms, which includes express waivers of the outstanding alleged defaults, certain contractual protections regarding the approximately 12.1 million unpledged SMCP shares owned by the Company (including agreements not to transfer or encumber such shares, save only for waiver with the consent of the majority bondholders) and the payment of certain fees. The Company is therefore pleased to announce the terms of the Proposed Transaction (see "Proposed Transaction" below) which, when completed, will provide for the stability of the Group and its business for the benefit of all stakeholders. Claim against the Guarantor PROPOSED TRANSACTION The terms of the Proposed Transaction are set out in the term sheet which is attached hereto as Appendix 1 (the "Term Sheet"). This Term Sheet forms the basis for the implementation of the Proposed Transaction. The Company currently intends to implement the Proposed Transaction by way of a consent process, which will involve the Company soliciting electronic consents from holders of the Bonds in Euroclear and Clearstream, in accordance with the applicable provisions of the Trust Deed. The Proposed Transaction remains subject to agreement on final documentation and satisfaction of certain preliminary steps and the Company cannot assure Bondholders that the Proposed Transaction will be completed. The Company expects to commence the process of implementing the Proposed Transaction on the terms set forth in the Term Sheet as soon as possible, and will provide timely updates to the market on the progress of these efforts as appropriate, including when the consent process is launched. The Company encourages holders of the Bonds to participate in the consent process when launched and looks forward to timely creditor support. Any requests for information can be directed to the Company's financial and legal advisers: Perella Weinberg UK Limited, as financial adviser to the Company Linklaters LLP, as legal adviser to the Company * * * * * * * About European TopSoho S.à r.l. European TopSoho S.à r.l. is an investment holding company established in Luxembourg. The Company is the controlling shareholder of SMCP S.A. which is a leading accessible luxury fashion company listed on the regulated market of Euronext Paris. European TopSoho S.àr.l. is a subsidiary of Shandong Ruyi Technology Group Company Limited, the leading apparel manufacturer and fashion brands operator headquartered in Shandong, China. This press release contains inside information released by the Company under Regulation (EU) 596/2014 (16 April 2014). Legal Entity Identifier (LEI): 222100WPZ89Z7MJRFX19.
Appendix 1 Term Sheet European TopSoho Exchangeable Bonds - Non-Binding Term Sheet (Subject to Contract) This draft term sheet ("Term Sheet") outlines the principal terms and conditions of a proposed amendment of certain indebtedness and/or other obligations ("Transaction") in respect of the €250,000,000 4.00 per cent. secured exchangeable bonds due 2021, ISIN: XS1882680645 (the "Bonds") issued by European TopSoho S.à r.l. This Term Sheet is not intended to be a comprehensive list of all relevant terms and conditions of the Transaction or any other transaction in relation to the Bonds. Other than the Governing Law and Jurisdiction provisions (as set out in this Term Sheet), this Term Sheet is not binding and the transactions contemplated by this Term Sheet are subject to, amongst other things, the execution of definitive documentation by the parties. Unless otherwise noted below or to the extent the context otherwise requires or is reasonably necessary to give effect to the Transaction, the terms of the Bonds shall be substantially the same as those set out in the trust deed dated 21 September 2018 between the Issuer, the Guarantor and BNP Paribas Trust Corporation UK Limited relating to the Bonds (the "Trust Deed"). Unless otherwise defined, capitalised terms used in this Term Sheet will have the same meaning as those defined in the Trust Deed.
Appendix 2 The Company announces that it has been notified by the Guarantor (1) of a claim made against the Guarantor as regards the alleged non-payment by the Guarantor of indebtedness in excess of the cross-default threshold set out in Condition 14(a)(iii) of the Bonds, such indebtedness incurred pursuant to a guarantee provided by the Guarantor in respect of certain bonds; and (2) that the Guarantor is disputing its liability for such indebtedness and has taken steps to defend its position including by filing an affidavit with the High Court of the Hong Kong Special Administrative Region, taking the position that such claim is not valid. Having considered the aforesaid developments with its advisers, the Company's view is that no Event of Default is continuing as of the date of this announcement.
08.03.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. |
1173877 08.03.2021