R.E.A. Holdings plc (RE.) R.E.A. Holdings plc: Proposals re 7.5
per cent dollar notes 2022 08-Feb-2022 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR),
transmitted by EQS Group. The issuer is solely responsible for the
content of this announcement.
-----------------------------------------------------------------------------------------------------------------------
R.E.A. Holdings plc (the "company") Proposal to extend the
redemption date for the 7.5 per cent dollar notes 2022 issued by
the company from 30 June 2022 to 30 June 2026
Introduction
The company announced in its trading update published on 25
January 2022 that, with the group's finances now on a firmer
footing, the company expected shortly to seek the approval of the
holders of its 7.5 per cent dollar notes 2022 (the "dollar notes")
to extend the redemption date for the dollar notes by four years
(the "proposal").
The company now announces that it is today despatching a
circular (the "circular") to the holders of the dollar notes
("noteholders") giving details of the proposal, and seeking the
approval of noteholders (to be given by way of an extraordinary
resolution to be proposed at a general meeting of noteholders
convened for 3 March 2022) as regards such proposal.
Background to and reasons for the proposed extension of the
redemption date for the dollar notes
2021 saw a considerable improvement in the group's trading
performance with revenues benefitting from significantly higher CPO
prices. This facilitated completion of longstanding negotiations
with the group's Indonesian bankers, PT Bank Mandiri (Persero) Tbk
("Mandiri"), for the repayment of three existing loans made by
Mandiri to subsidiaries of the company and their replacement with
three new loans of longer tenor providing the group with increased
funding at a reduced interest rate. In addition, the group has
reached understandings with its principal customers on the
continued availability of pre-sale advances at levels that the
group regards as satisfactory.
The group now wishes to address two other funding issues, namely
the current obligation to redeem the dollar notes on 30 June 2022
and the accumulated arrears of dividend on the preference shares
which stand at 17p per share following the payment of 1p per share
of arrears on 31 December 2021.
Whilst the improvements to the group's liquidity that have
resulted from the 2021 trading performance and the successful
reorganisation of the banking arrangements with Mandiri should
permit the group to meet its liability to redeem the dollar notes
on the due date, doing so would limit the group's ability to
continue its development programme at the rate that it regards as
desirable and would decrease the cash available for reduction of
the arrears of preference dividend.
Consent fee
In consideration of and subject to noteholders sanctioning the
proposed extension of the redemption date for the dollar notes, the
company will pay each noteholder on the register of noteholders at
6.00 p.m. on 2 March 2022 (whether or not such noteholder votes in
favour of the extraordinary resolution sanctioning the proposal but
only if the proposed extension of the redemption date for the
dollar notes becomes effective) a consent fee in cash in an amount
equal to 0.25 per cent of the nominal amount of dollar notes held
by such holder.
It is intended that, provided that the proposed extension of the
redemption date for the dollar notes has become effective, the
consent fee will be paid on 17 March 2022. The consent fee will be
paid in dollars unless the relevant noteholder has already elected,
in accordance with the terms and conditions attaching to the dollar
notes, to receive interest in respect of the dollar notes in
sterling, in which event the consent fee will be paid to that
noteholder in sterling.
Sale facility
The directors are aware that the market in the dollar notes can
be limited, and that not all noteholders may be willing to have the
monies represented by their holdings of dollar notes tied up beyond
30 June 2022. Accordingly, in conjunction with the proposal to
extend the redemption date for the dollar notes, the company has
put in place arrangements whereunder, conditional upon the proposed
extension of the redemption date for the dollar notes becoming
effective, any noteholder who wishes to realise their holding of
dollar notes by the current redemption date of 30 June 2022 is
offered the opportunity so to do (the "sale facility").
Any noteholder who wishes to take advantage of the sale facility
(or any such noteholder's duly authorised representative) is
invited to contact Guy Butler Limited ("Guy Butler") at any time on
or after the date on which the proposed extension to the redemption
date for the dollar notes becomes effective but by no later than
5.00 p.m. on 31 May 2022. To the extent that Guy Butler is or
becomes aware of potential purchasers of dollar notes, Guy Butler
will endeavour to arrange to purchase and resell the applicable
dollar notes on terms acceptable to the divesting noteholder. Any
such sale will be subject to the provisions as regards the transfer
of dollar notes included at Condition 3 attaching to the dollar
notes (that is, (i) any election to sell must be in respect of a
minimum amount of USD120,000 nominal of dollar notes and (ii) where
the election is in respect of part only of a holding of dollar
notes, the transfer of the same must not result in the transferor
retaining a minimum holding of less than USD120,000 nominal of
dollar notes represented, in the case of dollar notes held in
certificated form, by one certificate).
To the extent that all relevant notes are not so sold by 21 June
2022, the company will procure that its wholly owned subsidiary
R.E.A. Services Limited ("REA Services") offers to purchase the
unsold balance of the relevant notes for cash at par for settlement
on 30 June 2022 (that is, the current due date for redemption of
the dollar notes), again subject always to the provisions as
regards the transfer of dollar notes included at Condition 3
attaching to the dollar notes. All dollar notes sold to REA
Services pursuant to the sale facility will be sold with full title
guarantee free from any encumbrance and together with all accrued
benefits and rights attached thereto, save for the right to the
interest payable in respect of the dollar notes on 30 June 2022
(which interest will be paid to all holders of dollar notes on the
register of noteholders at the close of business on the record date
for the payment of such interest in the usual manner).
Intentions of REA Services
REA Services intends to seek to re-sell, over time, any dollar
notes acquired by it pursuant to the sale facility. To the extent
not so sold, REA Services intends to retain the dollar notes
pending redemption of the same in accordance with their terms.
There is no current intention that any dollar notes acquired by REA
Services pursuant to the sale facility be surrendered for
cancellation.
Proposed updates to the trust deed
In addition to sanctioning the proposed extension of the
redemption date for the dollar notes, the extraordinary resolution
to be proposed at the meeting of the note holders convened for 3
March 2022 includes provisions sanctioning amendments being made to
the trust deed as follows:
-- to allow for such further and/or alternative regulations
regarding the requisitioning and/or the holdingof meetings of
noteholders and attendance and voting thereat, including the
holding of "virtual" meetings by way ofconference call or
videoconference, as, in the case of meetings convened by the
Trustee (including on therequisition of noteholders), the Trustee
may in its sole discretion think fit or, in the case of meetings
convenedby the Company, the Company and the Trustee may together
think fit; and
-- to bring the record date for the payment of interest in
respect of the dollar notes forward, from thirtydays prior to the
relevant interest payment date to ten business days prior to the
relevant interest payment date.
The first such amendment is to allow flexibility for the future,
particularly given difficulties encountered in many companies over
the last two years as a result of the Covid-19 pandemic. The full
text of the proposed new provision is set out in the extraordinary
resolution to be proposed at the meeting of noteholders convened
for 3 March 2022.
The second amendment is simply because it is felt that the
current gap between the record date for the payment of interest and
the interest payment date is unnecessarily long.
Conditions
The proposed extension of the redemption date for the dollar
notes and other amendments to the trust deed as noted under
"Proposed updates to the trust deed" above are conditional upon: i.
the passing of the extraordinary resolution sanctioning such
proposal set out in the notice of meeting ofthe holders of the
dollar notes included at the end of this document; and ii. the
execution of the supplemental trust deed referred to in such
resolution
in each case by 29 April 2022.
The sale facility is conditional upon the proposed extension of
the redemption date for the dollar notes becoming effective.
Preference shares
(MORE TO FOLLOW) Dow Jones Newswires
February 08, 2022 02:00 ET (07:00 GMT)
Grafico Azioni R.e.a (LSE:RE.)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni R.e.a (LSE:RE.)
Storico
Da Set 2023 a Set 2024
