REG - Kernel Holding S.A. - Accession of Guarantor and release of Guarantors

Bank Of New York MellonAnnouncement

11/03/2020 13:40

RNS Number : 7983F
  
Kernel Holding S.A.
  
11 March 2020
  
 

Kernel Holding S.A. (the "Issuer")
11 March 2020
 
NOTICE OF ACCESSION OF GUARANTOR AND RELEASE OF GUARANTORS
Notice to the holders of the outstanding U.S.$500,000,000 8.75 per cent. Guaranteed Notes due 2022 of the Issuer (ISIN: XS1533923238) (the "Notes") and to BNY Mellon Corporate Trustee Services Limited (the "Trustee")
The Issuer refers to (i) the terms and conditions of the Notes (the "Conditions") set out in the listing particulars dated 27 January 2017 relating to the Notes; (ii) a multiparty agency agreement dated 31 January 2017 between the Issuer, the Guarantors named therein, the Trustee, the Bank of New York Mellon, London Branch, as principal paying agent and transfer agent, and the other agents named therein (the "Multiparty Agency Agreement"); and (iii) a multiparty trust deed dated 31 January 2017 between the Issuer, the Guarantors named therein and the Trustee (the "Multiparty Trust Deed"). 
Capitalised terms used in this Notice and not defined herein shall have the meanings set out in the Conditions, the Multiparty Agency Agreement and the Multiparty Trust Deed.
NOTICE IS HEREBY GIVEN that:
(i)         pursuant to and in compliance with the provisions of Condition 2.2 (Additional Guarantees)  and Condition 3.10 (Additional Guarantees), as of 11 March 2020, the entity listed in Schedule 1 (Acceding Guarantor) to this Notice (which is a Restricted Subsidiary for the purposes of Condition 2.2 (Additional Guarantees)) has, pursuant to a deed of accession to the Multiparty Trust Deed dated 11 March 2020 (the "Accession Trust Deed") and a deed of accession to the Multiparty Agency Agreement dated 11 March 2020 (together with the Accession Trust Deed, the "Accession Deeds"), become an Additional Guarantor and agreed to, on a joint and several basis with each other Guarantor, unconditionally and irrevocably guarantee, to the maximum extent permitted by law, the due payment of all moneys payable by the Issuer under the Notes and the Trust Deeds or by the Guarantors under the Suretyship Deeds, the Trust Deeds or the Notes.
(ii)        pursuant to and in compliance with the provisions of Condition 2.3(b) (Release of the Guarantees), the entities listed in Schedule 2 (List of Released Guarantors) to this Notice have each automatically ceased to be a Guarantor under the Notes and have each executed a deed of release to the Multiparty Trust Deed dated 11 March 2020 (together, the "Deeds of Release"). 
Acceding Guarantor
Avere Commodities SA (the "Acceding Guarantor") is 72.5 per cent. owned by the Issuer and 27.5 per cent. owned by the managing partners of the Acceding Guarantor.
Adjusted EBITDA and net assets
The Group's audited Consolidated Financial Statements include Guarantors and non-guarantor companies.
For purposes of this announcement, Adjusted EBITDA is calculated as profit before income tax adding back share of (loss)/income of joint ventures, net other expenses, net foreign exchange gain/(loss), net finance costs, and amortisation and depreciation, in each case, as determined from the Group's Consolidated Financial Statements. The Group uses this measure in its public reporting, including with respect to the listing of its equity on the Warsaw Stock Exchange. The Group believes that this measure better reflects the Group and its subsidiaries' core operating activities and provides both management and investors with information regarding operating performance which is more useful in evaluating the financial position of the Issuer and its subsidiaries than traditional EBITDA measures, due to the exclusion of external factors unrelated to their performance.
Net assets is defined as total assets less total liabilities.
Taking into account the accession and release of Guarantors detailed in this announcement, as at and for the year ended 30 June 2019:
(a)      the Issuer on a stand-alone basis had negative US$0.06 million of Adjusted EBITDA, an amount equal to 0.0% of the Group's consolidated Adjusted EBITDA, and the amount of its net assets was negative US$390.9 million, an amount equal to negative 29.0% of the Group's consolidated net assets;
(b)      the Guarantors (excluding the Issuer) on a stand-alone basis but aggregated had US$357.6 million of Adjusted EBITDA, an amount equal to 103.5% of the Group's consolidated Adjusted EBITDA, and the amount of their net assets was US$1,450.6 million, an amount equal to 107.8% of the Group's consolidated net assets; and
(c)      the non-guarantor companies in the Group on a stand-alone basis but aggregated had Adjusted EBITDA of negative US$12.0 million, an amount equal to negative 3.5% of consolidated Group Adjusted EBITDA, and the amount of their net assets was US$286.4 million, an amount equal to 21.3% of the Group's consolidated net assets.
Copies of the Accession Deeds and the Deeds of Release (and the documents described therein) are available for inspection at the office of Kernel Holding S.A.
Enquiries:
For enquiries or further information please contact:
Anastasiia Usachova
19, rue de Bitbourg

L-1273, Luxembourg 
Kernel Holding S.A.
E-mail: a.usacheva@kernel.ua
Schedule 1

ACCEDING GUARANTOR




Name of Acceding Guarantor


Registration


Address




Avere Commodities SA


Registered in Switzerland


3 Chemin Jean Baptiste-Vandelle, 1290, Versoix, Switzerland




 
Schedule 2

LIST OF RELEASED GUARANTORS

 




Name of Released Guarantor


Registration


Address




Restomon Limited


Registered in British Virgin Islands


P.O. Box 3159, Road Town, Tortola, British Virgin Islands




Trading Company "Russian Oils" LLC


Registered in Russia


36, Krasnoarmeyskaya stf., Krasnodar, Russian Federation, 350000




 
 
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
 
 


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