RCS - DTEK Finance Plc - DTEK ENERGY B.V. GROUP RESTRUCTURING ANNOUNCEMENT

Houlihan LokeyAnnouncement

27/04/2021 18:55

RNS Number : 7834W
  
DTEK Finance Plc
  
27 April 2021
  
 

DTEK ENERGY B.V. GROUP RESTRUCTURING
 
As announced previously, the DTEK ENERGY B.V. group (the "Group") has entered into a lock-up agreement (the "Lock-up Agreement") with certain of its creditors under which, amongst other matters, such creditors have agreed to vote in favour of the restructuring of substantially all of the Group's indebtedness (the "Restructuring") pursuant to two inter-conditional schemes of arrangement under Part 26 of the Companies Act 2006 (the "Schemes"). The Group hereby announces that holders of more than 50% of the outstanding principal amount of the 10.75% Senior PIK Toggle Notes due 2024 issued by DTEK Finance plc ("Noteholders") have now signed or acceded to the Lock-up Agreement, in addition to lenders representing in excess of 95% of the bank debt subject to the Restructuring. 
 
Provided that the Restructuring is successfully implemented through the Schemes, and subject to the conditions of the Lock-up Agreement, each Noteholder that accedes to the Lock-up Agreement prior to 5:00 p.m. (London time) on Wednesday 5 May 2021 and validly votes in favour of the relevant Schemes will receive its pro rata share of a transaction fee in cash in an amount equal to 2% of the aggregate principal amount of the New DEBV Notes to be issued by the Issuer as part of the Restructuring, on the Restructuring Effective Date (each term as defined in the Lock- up Agreement).
 
The Lock-up Agreement, including certain updated disclosure scheduled thereto, together with a copy of the statement required to be furnished in connection with the Schemes pursuant to section 897 of the Companies Act (the "Explanatory Statement") and the forms of Proxy Form and Account Holder Letter for voting on the Schemes (as applicable) are available at https://glas-agency.appiancloud.com/suite/sites/dtek (the "Scheme Portal"), a password protected website maintained by GLAS Specialist Services Limited (the "Information Agent"). All Noteholders are invited to visit https://glas.agency/investor_reporting/dtek (the "Scheme Website") to request access details to the Scheme Portal in accordance with the instructions set forth on the Scheme Website. 
 
ALL SCHEMES CREDITORS WHO WISH TO BE ELIGIBLE FOR RECEIPT OF THE TRANSACTION FEE SHOULD TAKE STEPS TO ACCEDE TO THE LOCK-UP AGREEMENT AND SUBMIT A VALIDLY COMPLETED PROXY FORM OR ACCOUNT HOLDER LETTER (AS APPLICABLE) IN ACCORDANCE WITH THE INSTRUCTIONS IN THE EXPLANATORY STATEMENT AS SOON AS POSSIBLE AND IN ANY CASE PRIOR TO 5:00 P.M. (LONDON TIME) ON WEDNESDAY 5 MAY 2021.
 
Separately, the Group hereby announces that one of its bank creditors, Gazprombank (Switzerland Ltd) ("Gazprombank"), has filed a notice of arbitration with the Singapore International Arbitration Centre in respect of a claim against DTEK B.V. ("DBV"), DTEK ENERGY B.V. (the "Company") and certain other Group companies for approximately CHF 22 million under its bank facility (the "Claim"). Gazprombank has subsequently obtained the following in ex parte proceedings:
 
·    a freezing order from the District Court of Nicosia, Cyprus prohibiting the Company and certain of its subsidiaries from:
·    encumbering, disposing of or reducing the value of any of their property or assets, including shares in other Group companies; and
·    taking any decisions or steps or signing any documents to change the shareholding structure, constitutional documents or board structure of the Group companies,
in each case, subject to certain exclusions and exceptions (the "Freezing Order"); and
 
·    leave from the District Court of Amsterdam, The Netherlands to levy, and has since levied, conservatory attachments over certain assets of the Group, including the share capital of DTEK Power B.V. and DTEK Energy Holdings B.V., the receivables due to the Company from DTEK Oil&Gas B.V. and NGD Holdings B.V. and any amounts owing from time to time by certain third party banks to the Company or DBV (the "Attachments").
The Company intends to continue to implement the Restructuring and to use all legal rights and remedies available to it to challenge and defend against the Claim, the Freezing Order and the Attachments. 
Where otherwise undefined, terms used in this announcement shall have the meaning given to them in the Explanatory Statement.
 
 
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For any enquiries relating to the Scheme Website, the Scheme Portal and/or voting or accession mechanics, please contact:
 
GLAS Specialist Services Limited: Tel: +44 (0)20 3597 2940, projectamber@glas.agency, katie.lacey@glas.agency
 
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For any other enquiries, please contact: 
 
DTEK ENERGY B.V.: Oksana Nersesova (Tel: +380 44 581 4522, NersesovaOE@dtek.com) 
 
Houlihan Lokey, financial adviser to the Group: Gijs de Reuver (Tel: +44 20 7747 2710, GdeReuver@HL.com) or Nicolas Guelfand (Tel: +33 1 53 43 38 08, NGuelfand@HL.com)
 
Latham & Watkins, legal adviser to the Group: Edward Kempson (Tel: +7 495 644 1928, Edward.kempson@lw.com) 
 
Rothschild & Cie, financial adviser to the Bank Lender Ad Hoc Group: Giovanni Salvetti (Tel: +7 495 775 8221, giovanni.salvetti@rothschildandco.com) or Simon Bard (Tel: +33 1 40 74 41 66, simon.bard@rothschildandco.com)
 
Hogan Lovells International LLP, legal adviser to the Bank Lender Ad Hoc Group: Alex Kay (Tel: +44 20 7296 2256, alex.kay@hoganlovells.com)
 
Dechert LLP, legal adviser to the Bondholder Ad Hoc Group: Solomon J. Noh (Tel: +44 20 7184 7337, solomon.noh@dechert.com) or Alastair Goldrein (Tel: +44 20 7184 7456, alastair.goldrein@dechert.com)
 
This press release may include "forward-looking" statements within the meaning of applicable securities laws. Any such statements reflect the current views of the Group about further events and performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.
 
The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is for information purposes only and is not an offer of securities in any jurisdiction.
 
 

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