REG - Agroton PL - Restructure Proposals <Origin Href="QuoteRef">AGTP.WA</Origin>

Agroton PublicAnnouncement

17/01/2017 09:50

RNS Number : 3529U
Agroton Public Limited
17 January 2017
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT PROFESSIONAL ADVISER.
U.S. $50,000,000 12.50 per cent. Notes due 2019 with interest rate step down to 6.00 per cent. in 2013 (ISIN: XS0627994477 and Common Code: 062799447) (the "Notes")
issued by
Agroton Public Limited (the "Issuer")
(a public limited liability company incorporated under the laws of Cyprus
with registered number 255059 and having its registered office at 1 Lampousas Street, CY-1095, Nicosia, Cyprus)
such Notes as supported by suretyships and indemnities as described in the trust deed (the "Principal Trust Deed") dated 14 July 2011 between, among others, the Issuer and BNY Mellon Corporate Trustee Services Limited (the "Trustee") and as amended and supplemented by the supplemental trust deed dated 15 October 2013 between, among others, the Issuer and the Trustee (the "First Supplemental Trust Deed"), as further amended and supplemented by the second supplemental trust deed dated 28 January 2014 between, among others, the Issuer and the Trustee (the "Second Supplemental Trust Deed"), as further amended and supplemented by the third supplemental trust deed dated 23 December 2014 between, among others, the Issuer and the Trustee (the "Third Supplemental Trust Deed") and as further amended and supplemented by the fourth supplemental trust deed dated 12 January 2016 between, among others, the Issuer and the Trustee (the "Fourth Supplemental Trust Deed and, together with the First Supplemental Trust Deed, the Second Supplemental Trust Deed and the Third Supplemental Trust Deed, the "Supplemental Trust Deeds")
with the Principal Trust Deed, as so amended and supplemented by the Supplemental Trust Deeds, being hereinafter referred to as the "Trust Deed".
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 3 to the Trust Deed constituting the Notes, a meeting (the "Meeting") of the holders of the Notes (the "Noteholders") has been convened by the Issuer and will be held at the offices of McCarthy Denning Limited, 25 Southampton Buildings, London WC2A 2AL on 9 February 2017 at 10.00 a.m.London time for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an Extraordinary Resolution (as defined in the Trust Deed) in accordance with the provisions of the Trust Deed.
Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings ascribed to them in the consent solicitation memorandum dated 17 January 2017 (the "Memorandum").
EXTRAORDINARY RESOLUTION
"THAT THIS MEETING of the holders of the outstanding U.S. $50,000,000 12.50 per cent. Notes due 2019 with interest rate step down to 6.00 per cent. in 2013 (the "Noteholders" and the "Notes", respectively) of Agroton Public Limited (the "Issuer") constituted by a trust deed (the "Principal Trust Deed") dated 14 July 2011 between, among others, the Issuer and BNY Mellon Corporate Trustee Services Limited (the "Trustee") as trustee for the Noteholders and as amended and supplemented by the supplemental trust deed dated 15 October 2013 between, among others, the Issuer and the Trustee (the "First Supplemental Trust Deed") and as further amended and supplemented by the second supplemental trust deed dated 28 January 2014 between, among others, the Issuer and the Trustee (the "Second Supplemental Trust Deed") and as further amended and supplemented by the third supplemental trust deed dated 23 December 2014 between, among others, the Issuer and the Trustee (the "Third Supplemental Trust Deed") and as further amended and supplemented by the fourth supplemental trust deed dated 12 January 2016 between, among others, the Issuer and the Trustee (the "Fourth Supplemental Trust Deed" and, together with the First Supplemental Trust Deed, the Second Supplemental Trust Deed and the Third Supplemental Trust Deed, the "Supplemental Trust Deeds") with the Principal Trust Deed, as so amended and supplemented by the Supplemental Trust Deeds, being hereinafter referred to as the "Trust Deed", HEREBY:
(A) sanctions and approves, pursuant to paragraph 5 of Schedule 3 to the Trust Deed, the following modifications to the Trust Deed:
(i) the deletion of Condition 4(b) of the Conditions set out in Schedule 4 (Terms and Conditions of the Notes) to the Trust Deed and its replacement with the following:
"(b) The amount of interest payable on an Interest Payment Date shall be calculated by applying the Rate of Interest to the outstanding principal amount of the Notes, dividing the product by two and rounding the resulting figure to the nearest cent (half a cent being rounded upwards), except that on 14 January 2018 the amount of interest payable shall be calculated by applying the Rate of Interest to the outstanding principal amount of the Notes, multiplying the product by five and rounding the resulting figure to the nearest cent (half a cent being rounded upwards)."
(ii) the deletion of the definition of Interest Payment Date in Condition 4 (Interest) of the Conditions set out in Schedule 4 (Terms and Conditions of the Notes) to the Trust Deed and its replacement with the following:
"Interest Payment Date" means 14 January and 14 July of each year, commencing on 14 January 2012, except that none of 14 July 2013, 14January 2014, 14 July 2014, 14 January 2015, 14 July 2015, 14 January 2016, 14 July 2016, 14January 2017 or 14 July 2017 shall be an Interest Payment Date.",
 together, the "Amendments".
(B) sanctions and approves:
(i) the waiver of any Potential Event of Default arising as a result of the Issuer's, failing which the Sureties' (or any of them), failure to pay the interest due on 14 January 2017;
(ii) the waiver of any Event of Default arising as a result of the Issuer's, failing which the Sureties' (or any of them), failure to pay the interest due on 14 January 2017 in the event that the proposed Extraordinary Resolution is not passed within 30 days of 14 January 2017;
(iii) the waiver of any breaches of covenants arising as a result of the Issuer's, failing which the Sureties' (or any of them), failure to pay the interest due on 14 January 2017,
the "Waivers".
(C) authorises, directs, requests and empowers the Trustee, the Issuer and The Bank of New York Depository (Nominees) Limited (the "Registered Holder") (as applicable):
(i) to consent to the execution of and/or to enter into (as applicable) the Fifth Supplemental Trust Deed to effect the Amendments and the Waivers referred to in paragraphs (A) and (B) of this Extraordinary Resolution in the form of the draft produced to this Meeting and initialled by the chairman of the Meeting for the purposes of identification, with such amendments, if any, as the Trustee may require or agree;
(ii) to concur in, approve, and execute and do all such deeds, instruments, acts and things that may be necessary or appropriate to carry out and give effect to the implementation of the Amendments or the Waivers or this Extraordinary Resolution;
(D) sanctions and approves every amendment, modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of Noteholders necessary or appropriate to give effect to this Extraordinary Resolution or the implementation of the Amendments and the Waivers (whether or not the rights arise under the Trust Deed), and assents to every amendment, modification, variation or abrogation of the provisions contained in the Trust Deed involved in, or inherent in, or effected by, the implementation of this Extraordinary Resolution and the Amendments and the Waivers; and
(E) discharges and exonerates the Trustee, the Issuer and the Registered Holder from all liability in giving effect to this Extraordinary Resolution and consenting to the Amendments and the Waivers in respect of any act or omission for which it may have become responsible under the Trust Deed and/or the Notes in connection with the Amendments, the Waivers, this Extraordinary Resolution or its implementation.
Capitalised terms used in this Extraordinary Resolution have the same meanings as those defined in the consent solicitation memorandum published by the Issuer on 17 January 2017, unless the context otherwise requires."
The terms of the Extraordinary Resolution have not been formulated or negotiated by the Trustee and nothing in this Notice should be construed as a recommendation to Noteholders from the Trustee to vote in favour of, or against, the Extraordinary Resolution. The Trustee has not been involved in the formulation of the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Noteholders in the Memorandum and this Notice. In accordance with normal practice, the Trustee expresses no opinion on the merits of the Extraordinary Resolution. Noteholders should take their own independent legal and financial advice on the merits and on the consequences of voting in favour of the applicable Extraordinary Resolution, including any tax consequences.
However, on the basis of the information contained in the Memorandum (which the Trustee recommends to Noteholders to read carefully) and this Notice, the Trustee has authorised the Issuer to state that the Trustee has no objection to the Extraordinary Resolution being put to Noteholders for their consideration.
General
The Memorandum, a copy of which is available as indicated below, explains the background to and reasons for, gives full details of, and invites the Noteholders to approve (at the Meeting), the amendments and modifications referred to in paragraph (A) of the Extraordinary Resolution.
The most recent Interest Payment Date was 14 January 2017. In light of the Amendments and Waivers the subject of the Extraordinary Resolution, the Issuer has not paid the interest due on that date. This is a Potential Event of Default, although the Meeting will be held before the end of the grace period of 30 days. The Amendments and Waivers include a waiver of the Potential Event of Default. If the Extraordinary Resolution is not passed or the Meeting is adjourned the Potential Event of Default will become an Event of Default.
The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for any adjourned meeting thereof which is set out in paragraph 2 of "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged either to take steps to be represented at the Meeting or to attend the Meeting, as referred to below, as soon as possible.
Noteholders who wish to vote must do so in accordance with the procedures of the relevant Clearing System. Noteholders should note that they must allow sufficient time for compliance with the standard operating procedures of the clearing and settlement systems operated by Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, socit anonyme, Luxembourg ("Clearstream, Luxembourg" and, together with Euroclear, the "Clearing Systems"and each a "Clearing System") in order to ensure delivery of their Voting Instructions to The Bank of New York Mellon, London Branch (the "Tabulation Agent", an agent appointed by and on behalf of the Issuer in connection with the Solicitation) in advance of 10.00 a.m.(London time) on 7 February2017(the "Expiration Time").
Documents Available for Inspection
Noteholders may inspect copies of the documents set out below at the registered office of the Issuer and the specified office of The Bank of New York Mellon, London Branch (the "Principal Paying Agent") set out below at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays excepted) prior to the Meeting, and copies of such documents shall be available at the Meeting.
Document available for inspection:
- the Principal Trust Deed; and
- the Supplemental Trust Deeds.
Documents available for inspection and collection:
- the Memorandum;
- the draft Fifth Supplemental Trust Deed between the Issuer and the Trustee providing for the amendments and modifications referred to in paragraph (A) and the Waivers provided for in paragraph (B) of the Extraordinary Resolution; and
- this Notice.
Voting and Quorum
The relevant provisions governing the convening and holding of meetings of Noteholders are set out in Schedule 3 to the Trust Deed a copy of which is available for inspection as referred to above.
The Notes are currently held in the form of a Global Certificate. The Global Certificate is registered in the name of The Bank of New York Depository (Nominees) Limited as nominee for the common depositary for Euroclear and Clearstream, Luxembourg (the "Registered Holder"). Each person (a "Beneficial Owner") who is the owner of a particular principal amount of the Notes, as shown in the records of Euroclear, Clearstream, Luxembourg or their respective accountholders ("Accountholders") should note that such person will not be a Noteholder for the purposes of this Notice and will only be entitled to attend and vote at the Meeting or appoint a proxy to do so in accordance with the procedures set out below. On this basis, the only Noteholder is the Registered Holder. Accordingly, Beneficial Owners should convey their Voting Instructions, directly or through the Accountholder with whom they hold their interest in the Notes, to Euroclear or Clearstream, Luxembourg, as the case may be, in accordance with their respective procedures or arrange by the same means to be appointed a proxy.
Only the Registered Holder is entitled to complete a Form of Proxy (defined below). A Form of Proxy is not required to be completed by Beneficial Owners or Accountholders through Euroclear and Clearstream, Luxembourg, those holders must vote or instruct electronically in accordance with the procedures of the Clearing Systems. The Form of Proxy will be made available to the Registered Holder.
1. Voting Procedures:
Notes held through Euroclear and Clearstream, Luxembourg
The Registered Holder may by instrument in writing in the English language (a "Form of Proxy") in the form available from the Tabulation Agent specified below signed by the Registered Holder and delivered to the specified office of the Tabulation Agent not less than 48 hours before the time fixed for the Meeting, appoint any person (a "proxy") to act on his or its behalf in connection with the Meeting (or any adjourned such meeting).
A proxy so appointed, so long as such appointment remains in force, shall be deemed, for all purposes in connection with the Meeting, to be the holder of the Notes to which such appointment relates and the Registered Holder shall be deemed for such purposes not to be the holder.
The Beneficial Owner in respect of the Notes can request through his Accountholder for the Registered Holder to appoint the Tabulation Agent or any one of its nominees as proxy to cast the votes relating to the Notes in which he has an interest at the Meeting.
Alternatively, Beneficial Owners and Accountholders in respect of the Notes who wish a different person to be appointed as their proxy to attend and vote at the Meeting (or any adjourned such meeting) should contact the relevant Clearing System to make arrangements for such person to be appointed as a proxy (by the Registered Holder) in respect of the Notes in which they have an interest for the purposes of attending and voting at the Meeting.
In either case, Beneficial Owners and Accountholders must have made arrangements to vote with the relevant Clearing System by no later than 48 hours before the time fixed for the Meeting and within the relevant time limit specified by the relevant Clearing System and request or make arrangements for the relevant Clearing System to block the Notes in the relevant Accountholder's account and to hold the same to the order or under the control of the Tabulation Agent.
An Accountholder whose Notes have been blocked will thus be able to procure that an electronic voting instruction (a "Voting Instruction") is given in accordance with the procedures of the relevant Clearing System to the Tabulation Agent. Voting Instructions must comply with and be transmitted in accordance with the usual procedure of the relevant Clearing System, so as to be received by a Clearing System sufficiently in advance of the Expiration Time, or by such earlier deadline as may be imposed by the relevant Clearing System. Beneficial Owners and Accountholders should take steps to inform themselves of and to comply with the particular practice and policy of the relevant Clearing System. Voting Instructions should clearly specify whether the Noteholder wishes to vote in favour of or against the Extraordinary Resolution.
Any Note(s) so held and blocked for either of these purposes will be released to the Accountholder by the relevant Clearing System on the earlier of (i) the conclusion of the Meeting (or, if later, any adjourned such Meeting) and (ii) the date on which the relevant Voting Instruction is validly revoked by the Beneficial Owner in accordance with the terms of this Solicitation.
Any holder of Notes as to which a Voting Instruction has been given may revoke such Voting Instruction as to such Notes by delivering a written notice of revocation or a changed Voting Instruction bearing a date later than the date of the prior Voting Instruction to the relevant Clearing System(s) no later than 48 hours prior to the time appointed for holding the Meeting, or by such earlier deadline as may be imposed by the relevant Clearing System. To be effective, a notice of revocation must be in a format customarily used by the Clearing Systems. Any Voting Instructions given or Forms of Proxy submitted may not be revoked during the period starting 48 hours before the time fixed for the Meeting and ending at the conclusion of such Meeting.
Beneficial Owners are advised to check with the broker, dealer, bank, custodian, trust company, other trustee, or nominee or other intermediary through which they hold their Notes whether such intermediary applies different deadlines for any of the events specified.
2. Quorum Requirements: The quorum required at the Meeting shall be two or more persons present in person holding Notes or being proxies or representatives and holding or representing in the aggregate more than half of the principal amount of the Notes for the time being outstanding.
On any adjourned Meeting, the quorum required shall be two or more persons present in person holding Notes or being proxies or representatives of Noteholders (whatever the principal amount of Notes so held or represented).
3. Adjournment: If within half an hour from the time appointed for the Meeting a quorum is not present, (unless the Issuer and Trustee agree that it be dissolved) the Meeting shall stand adjourned for such period, being not less than 14 days nor more than 42 days, and to such place as may be appointed by the Chairman either at or subsequent to the Meeting. Subject to the agreement of the Issuer and Trustee, if a quorum is not present within 15 minutes from the time fixed for a Meeting so adjourned, the Meeting shall be dissolved.
At least 10 days' notice of the Meeting adjourned through want of quorum shall be given, and such notice shall be given in the same manner as of the original Meeting and shall state the required quorum.
4. Voting and Representation: Every question submitted to the Meeting will be decided in the first instance by a show of hands. On a show of hands, every person who is present in person and is a Noteholder or is a proxy or a representative shall have one vote. If a poll is demanded by the chairman, the Issuer, the Trustee or by one or more persons holding Notes or being proxies or representatives (whatever the principal amount of the Notes so held or represented by him), every person who is present in person and is a Noteholder, a proxy or a representative will have one vote in respect of each U.S. $1,000 in principal amount of Notes so held or owned or in respect of which he is a proxy or representative. Without prejudice to the obligations of proxies, any person entitled to more than one vote need not use all his votes or cast all his votes in the same way.
5. Voting Majority Requirements: To be passed in relation to the Notes, the Extraordinary Resolution must be passed at a meeting of Noteholders duly convened and held in accordance with the provisions of Schedule 3 to the Trust Deed by the affirmative vote of holders of Notes present in person or represented by proxy or representative owning in the aggregate more than half of the principal amount of the Notes owned by the Noteholders who are so present or represented at the meeting.
6. The Extraordinary Resolution shall be Binding: Any Extraordinary Resolution duly passed at the Meeting (or any adjourned such Meeting) duly convened and held in accordance with the Trust Deed shall be binding upon all of the Noteholders, whether present or not present at the Meeting (or any adjourned such Meeting), and all Noteholders shall be bound to give effect thereto accordingly. The passing of the Extraordinary Resolution shall be conclusive evidence that the circumstances justify the passing thereof.
7. Governing Law: This Notice and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.
8. Notice: This Notice is given by the Issuer.
THE TRUSTEE HAS NOT BEEN INVOLVED IN THE FORMULATION OF THE EXTRAORDINARY RESOLUTIONAND MAKES NO REPRESENTATION THAT ALL RELEVANT INFORMATION HAS BEEN DISCLOSED TO NOTEHOLDERS IN THE MEMORANDUM AND THIS NOTICE OF MEETING. IN ACCORDANCE WITH NORMAL PRACTICE, THE TRUSTEE EXPRESSES NO OPINION ON THE MERITS OF THE EXTRAORDINARY RESOLUTION OR ON WHETHER NOTEHOLDERS WOULD BE ACTING IN THEIR BEST INTERESTS IN APPROVING THE EXTRAORDINARY RESOLUTION, AND NOTHING IN THIS NOTICE SHOULD BE CONSTRUED AS A RECOMMENDATION TO NOTEHOLDERS FROM THE TRUSTEE TO VOTE IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION. ON THE BASIS OF THE INFORMATION SET OUT IN THE MEMORANDUM (WHICH THE TRUSTEE RECOMMENDS TO NOTEHOLDERS TO READ CAREFULLY) AND THIS NOTICE, THE TRUSTEE HAS AUTHORISED IT TO BE STATED THAT THE TRUSTEE HAS NO OBJECTION TO THE EXTRAORDINARY RESOLUTION BEING PUT TO NOTEHOLDERS FOR THEIR CONSIDERATION.
9. Contact Information: Noteholders should contact the following for further information:
The Tabulation Agent at:
The Bank of New York Mellon, London Branch
One Canada Square
London, E14 5AL
United Kingdom
Tel: +44 1202 689644
Fax: +44 20 7964 2536
Attention: Debt Restructuring Services
Email: debtrestructuring@bnymellon.com
The Principal Paying Agent at:
The Bank of New York Mellon, London Branch
One Canada Square
London, E14 5AL
United Kingdom
Fax: +44 (0)20 7964 2536
Attention: Corporate Trust Administration
Email: CORPSOV2@bnymellon.com
This Notice is given by:
Agroton Public Limited
1 Lampousas Street
CY-1095
Nicosia
Cyprus
17 January 2017
Principal Paying Agent
The Bank of New York Mellon, London Branch
One Canada Square
London, E14 5AL
United Kingdom
Fax: +44 (0)20 7964 2536
Attention: Corporate Trust Administration
Email: CORPSOV2@bnymellon.com
Tabulation Agent

The Bank of New York Mellon, London Branch
One Canada Square
London, E14 5AL
United Kingdom
Tel: +44 1202 689644
Fax: +44 20 7964 2536
Attention: Debt Restructuring Services
Email: debtrestructuring@bnymellon.com
Issuer
Agroton Public Limited
1 Lampousas Street
CY-1095
Nicosia
Cyprus

ISSUER
Agroton Public Limited
1 Lampousas Street
CY-1095
Nicosia
Cyprus

TRUSTEE
BNY Mellon Corporate Trustee Services Limited
One Canada Square
London, E14 5AL
United Kingdom
LEGAL ADVISORS TO THE ISSUER
As to English law
McCarthy Denning Limited
25 Southampton Buildings
London, WC2A 1AL
United Kingdom
LEGAL ADVISORS TO THE TRUSTEE
As to English law
Ashurst LLP
Broadwalk House
5 Appold Street
London, EC2A 2HA
United Kingdom

TABULATION AGENT
The Bank of New York Mellon, London Branch
One Canada Square
London, E14 5AL
United Kingdom
PRINCIPAL PAYING AGENT
The Bank of New York Mellon, London Branch
One Canada Square
London, E14 5AL
United Kingdom

This information is provided by RNS
The company news service from the London Stock Exchange
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