TIDMGKO
RNS Number : 8674C
Greenko Group plc
20 October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
20 October 2015
Greenko Group plc
(the "Company")
Bondholder consent solicitation commenced
Further to the Company's announcement dated 19 October 2015
setting out details of the proposed sale of Greenko Mauritius,
Greenko Dutch B.V. (a subsidiary of the Company) and the Company
have today commenced the solicitation of consents from holders of
Greenko Dutch B.V.'s 8.00% Senior Notes due 2019 (the "Notes"). A
full copy of the announcement made in this regard is set out
below.
Enquiries:
Greenko Group plc +44 (0) 20 7920 3150
Keith Henry/Mahesh Kolli/Anil
Chalamalasetty
Arden Partners plc +44 (0)20 7614 5917
Jonathan Keeling/Steve Douglas/James
Felix
Investec Bank plc +44 (0)20 7597 4000
Jeremy Ellis/Nigel Robinson
Tavistock +44 (0)20 7920 3150
Matt Ridsdale/Mike Bartlett/Niall
Walsh
Important Information
This announcement, and the information referred to in it, is
provided by way of information only and is not a solicitation of
consent with respect to any of the Notes or an invitation or
inducement to engage in any investment activity. Nor is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities, or engage in any investment activity or vote in any
manner, pursuant to this announcement or otherwise. The
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply with
the restrictions may constitute a violation of the securities law
of any such jurisdiction.
The statements contained in this announcement that are not
historical facts are "forward-looking" statements. These
forward-looking statements are subject to a number of substantial
risks and uncertainties, many of which are beyond the Company's
control and actual results and developments may differ materially
from those expressed or implied by these statements for a variety
of factors. These forward-looking statements are statements based
on the Company's current intentions, beliefs and expectations about
among other things, the Company's financial condition, prospects,
growth, strategies and the industry in which the Company operates.
Forward-looking statements are typically identified by the use of
forward-looking terminology such as "believes", "expects", "may",
"will", "could", "should", "would", "intends", "estimates",
"plans", "assumes" or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. By
their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. In addition,
from time to time, the Company or its representatives have made or
may make forward-looking statements orally or in writing.
Furthermore, such forward-looking statements may be included in,
but are not limited to, press releases or oral statements made by
or with the approval of an authorised executive officer of the
Company. No assurance can be given that such future results will be
achieved; actual events or results may differ materially from those
expressed in or implied by these statements as a result of risks
and uncertainties facing the Company and its subsidiaries. Many of
these risks and uncertainties relate to factors that are beyond the
Company's ability to control or estimate precisely, such as changes
in taxation and fiscal policy, future market conditions, currency
fluctuations, the behaviour of other market participants, the
actions of governmental regulators and other risk factors such as
the Company's ability to continue to obtain financing to meet its
liquidity needs, changes in the political, social and regulatory
framework in which the Company operates or in economic or
technological trends or conditions, including inflation and
consumer confidence, on a global, regional or national basis. Such
risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed or implied
in such forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement and the Company undertakes no duty to update any of
them publicly in light of new information or future events, except
to the extent required by applicable law or regulation.
GREENKO DUTCH B.V.
and
GREENKO GROUP PLC
Solicitation of Consents to Approve Amendments to the
Indenture
Governing the US$550,000,000 aggregate principal amount of
outstanding
8.00% Senior Notes due 2019
(CUSIP No. 39530L AA8, ISIN No. US39530LAA89, Common Code
108995211 (Rule 144A))
(CUSIP No. N3700L AA3, ISIN No. USN3700LAA37, Common Code
108995220 (Regulation S))
20 October 2015
Greenko Dutch B.V. (the "Issuer") and Greenko Group plc (the
"Parent Guarantor"), on the terms and subject to the conditions set
forth in the Consent Solicitation Statement dated October 20, 2015
(the "Consent Solicitation Statement"), have commenced the
solicitation of consents (the "Consent Solicitation") from holders
(the "Holders") of the Issuer's 8.00% Senior Notes due 2019 (the
"Notes") to the Proposed Amendments and Waivers (as defined below)
to the Indenture, dated as of August 1, 2014 (the "Indenture"), by
and among the Issuer, the Parent Guarantor and The Bank of New York
Mellon, as Trustee, notes collateral agent and common collateral
agent (the "Trustee"). The Issuer and the Parent Guarantor have
appointed Deutsche Bank AG, Singapore Branch and J.P. Morgan
Securities plc as the solicitation agents (the "Solicitation
Agents").
Capitalized terms used in this announcement and not otherwise
defined have the meanings ascribed to them in the Indenture
governing the Notes or in the Consent Solicitation Statement. The
Consent Solicitation will be made solely by, and subject to terms
and conditions set forth in, the Consent Solicitation Statement,
which will be sent to the Holders of Notes and is also available to
Holders upon request from D.F. King & Co., Inc. (the
"Information and Tabulation Agent"). The Issuer notes that there
are certain conditions to the completion of the Consent
Solicitation which are found in the Consent Solicitation
Statement.
As previously announced, Greenko Energy Holdings ("GEH"), a
company registered in Mauritius and an affiliate of GIC Private
Limited ("GIC"), has entered into a Share Sale and Purchase Deed
relating to Greenko Mauritius (the "Share Sale Agreement"), dated
October 19, 2015, with the Parent Guarantor, Anil Kumar
Chalamalasetty and Mahesh Kolli and ACMK Enterprise Limited, a
company incorporated under the laws of the Isle of Man, pursuant to
which the Parent Guarantor has agreed to sell to GEH all of the
ordinary shares of Greenko Mauritius ("Greenko Mauritius") held by
the Parent Guarantor, the share application money of GBP4.25
million paid by the Parent Guarantor to Greenko Mauritius as an
advance towards a potential allotment of shares by Greenko
Mauritius, and any cash balances of the Parent Guarantor
immediately before the time of such sale, which at the time of such
sale will be all of the assets of the Parent Guarantor, for a gross
cash consideration of GBP162.8 million (the "Disposal"). Under the
Indenture, the completion of the Disposal would constitute a Change
of Control and therefore would enable each Holder to require the
Issuer to make a Change of Control Offer to repurchase all or any
part of that Holder's Notes at a purchase price in cash equal to
101% of the aggregate principal amount of the Notes repurchased,
plus accrued and unpaid interest to the date of purchase.
The effectiveness of the Proposed Amendments and Waivers is a
condition to the completion of the Disposal. The Issuer and the
Parent Guarantor are soliciting Consents to: (a) waive (i) Section
4.16 (Offer to Repurchase Upon Change of Control) of the Indenture
with respect to the Disposal (the "Change of Control Offer
Waiver"), and (ii) Section 4.03 (Reports) of the Indenture with
respect to (x) the requirement to provide an Officer's Certificate
stating the Combined Leverage Ratio at the end of the year ended
December 31, 2014 otherwise required under Section 4.03(c)(a) of
the Indenture, including, for the avoidance of doubt, Section
4.03(c)(b) with respect to the provision of such Officer's
Certificate, and (y) certain reports of the Parent Guarantor and
the Restricted Group (as defined in the Indenture) as more fully
described herein (the "Reporting Waiver" and together with the
Change of Control Offer Waiver, the "Proposed Waivers") and (b)
amend (i) the defined term "Change of Control" to eliminate the
trigger if the Parent Guarantor's shares cease to be admitted to
trading on AIM, a market operated by The London Stock Exchange plc,
or any other stock exchange, (ii) the defined term "Permitted
Holders" to include GIC Private Limited and any of its Affiliates
and Affiliates of the existing Permitted Holders and (iii) the
defined term "GAAP" and Section 4.03(d) of the Indenture to permit
the Parent Guarantor (which term will refer to GEH following the
Disposal) and the Restricted Group to prepare their financial
statements in accordance with IFRS as per International Accounting
Standards (collectively, the "Proposed Amendments" and together
with the Proposed Waivers, the "Proposed Amendments and
(MORE TO FOLLOW) Dow Jones Newswires
October 20, 2015 09:56 ET (13:56 GMT)
Waivers").
Holders must consent to the Proposed Amendments and Waivers as
an entirety.
The Consent Solicitation will expire at 5:00 p.m., New York City
Time on November 2, 2015, unless extended or terminated by the
Issuer (the "Expiration Date").
The Issuer reserves the right to extend, amend or terminate this
Consent Solicitation at any time before the earlier of the
Effective Time (as defined below) and the Expiration Date.
Subject to the terms and conditions of the Consent Solicitation,
including the receipt of the Requisite Consents (as defined below)
on or prior to the Expiration Date, the Issuer will make, or
procure to be made, a cash payment of US$2.00 to each Holder for
each US$1,000 in principal amount of the Notes (the "Consent Fee")
in respect of which a Holder has validly delivered (and not validly
revoked) a Consent to the Proposed Amendments and Waivers prior to
the Expiration Date.
Our obligation to accept Consents to the Proposed Amendments and
Waivers is conditioned on, among other things, there being validly
delivered (and not validly revoked), Consents from the Holders of
not less than a majority in aggregate principal amount of the
outstanding Notes (the "Requisite Consents").
It is expected that any Consent Fee due will be paid as soon as
practicable after the conditions described under "The Consent
Solicitation-Conditions to this Consent Solicitation" of the
Consent Solicitation Statement are met and prior to or concurrently
with the completion of the Disposal (the "Payment Date"). The
Issuer will not be obligated to pay, or to procure the payment of,
any Consent Fee if the conditions described under "The Consent
Solicitation-Conditions to this Consent Solicitation" of the
Consent Solicitation Statement (including the completion of the
Disposal) are not met (unless waived by the Issuer and the Parent
Guarantor).
As soon as practicable following the date of receipt of the
Requisite Consents by the Information and Tabulation Agent who then
certifies that the Requisite Consents have been received and not
revoked as of such date and in compliance with the conditions
contained in the Indenture, the Issuer and the Parent Guarantor
will execute a supplemental indenture (the "Supplemental
Indenture") with the Trustee with respect to the Proposed
Amendments and Waivers (such time, the "Effective Time"). The
Supplemental Indenture will provide that the Proposed Amendments
will not become operative until immediately prior to the completion
of the Disposal and the Consent Fee is paid. The Proposed Waivers
will become operative at the Effective Time. The Consent Fee will
be paid prior to or concurrently with the Proposed Amendments
becoming operative. For the avoidance of doubt, the payment of the
Consent Fee is not a condition to the Proposed Waivers becoming
operative at the Effective Time and such Proposed Waivers will
become operative when the Issuer, the Parent Guarantor and the
Trustee execute the Supplemental Indenture and will remain
operative from such time; provided, that, if the Issuer does not
provide to the Trustee an Officer's Certificate attaching a
confirmation of payment of the Consent Fee to DTC on or prior to
March 31, 2016, the Proposed Waivers will cease to be operative,
the Supplemental Indenture will terminate and the Holders' rights
will be reinstated as set forth in the Indenture immediately prior
to the Effective Time.
Expected Timetable
The following summary of key dates set out below is qualified in
its entirety by the more detailed information appearing in the
Consent Solicitation Statement.
Holders should take note of the following dates in connection
with the Consent Solicitation. The dates below are, however,
subject to modification in accordance with the terms of the Consent
Solicitation Statement.
Event Time and Date
Expiration Date 5:00 p.m., New York City time, on November
2, 2015 unless extended by the Issuer
and the Parent Guarantor.
Effective Time As soon as practicable following the
date of receipt of the Requisite Consents
pursuant to this Consent Solicitation
by the Information and Tabulation Agent
(the "Consent Date"), which may be prior
to, concurrent with or after the Expiration
Date. The Issuer expressly reserves the
right to execute and deliver to the Trustee
the Supplemental Indenture at any time
following the Consent Date.
Payment Date As soon as practicable after the Expiration
Date and the conditions described the
Consent Solicitation Statement are met,
and prior to or concurrently with the
Disposal Completion Time.
Disposal Completion The time and date at which the Disposal
Time is completed, which is expected to be
in November 2015 (or such later time
as may be agreed between the Parent Guarantor
and GEH).
Any requests for assistance or additional copies of the Consent
Solicitation Statement may be directed to the Information and
Tabulation Agent at the telephone number and location listed
below:
The Information and Tabulation Agent is:
D.F. King & Co., Inc.
In New York: In London:
By Mail , Overnight Courier 85 Gresham Street
or Hand Delivery London EC2V 7NQ United Kingdom
D. F. King & Co., Inc. By telephone: +44 207 920
48 Wall Street - 22nd floor 9700
New York, NY 10005
E-mail: greenko@dfking.com
Facsimile Transmission
(For Eligible Institutions
Only)
(212) 709-3328
Attn: Krystal Scrudato
Confirm Facsimile Transmission
by Telephone:
(212) 493-6940
Banks and Brokers Call Collect:
(212) 269-5550
All Others, Call Toll Free
- (877) 297-1739
Any question concerning the terms of the Consent Solicitation
may be directed to the Solicitation Agents. The Solicitation Agents
for this Consent Solicitation are:
Deutsche Bank AG, Singapore Branch
One Raffles Quay
#17-00 South Tower
Singapore 048583
Tel (Singapore): +65 6423 5337
Tel (London): +44 (0) 207 545 8011
Email: liability.management@db.com
and
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Facsimile: +44 20 3493 0682
Attention: Head of Debt Syndicate and Head of EMEA Debt Capital
Markets Group
Email: Liability_management_asia@jpmorgan.com
This announcement is for informational purposes only and is not
a solicitation of consent with respect to any Notes. The Consent
Solicitation is being made solely by the Consent Solicitation
Statement which sets forth a detailed statement of the terms and
conditions of the Consent Solicitation. The Consent Solicitation
Statement contains important information which should be read
carefully before any decision is made with respect to the Proposed
Amendments and Waivers. The Issuer and the Parent Guarantor are
conducting the Consent Solicitation only by, and pursuant to the
terms and conditions of, the Consent Solicitation Statement. The
Consent Solicitation is not being made in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction. The
distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this press release
comes are required to inform themselves about, and to observe, any
such restrictions.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy any securities in the United States
or any other jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No securities may be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. Any public
offering of securities to be made in the United States will be made
by means of a prospectus. Such prospectus will contain detailed
information about the company making the offer and its management
and financial statements. No public offer of securities is to be
made by the Company in the United States.
Any deadlines set by any intermediary or clearing system may be
earlier than the deadlines specified in the Consent Solicitation
Statement.
ABOUT THE ISSUER AND THE PARENT GUARANTOR
Greenko Group plc, the Parent Guarantor, is one of the leading
independent owners and operators of clean energy projects in India,
and one of the largest operators of sub-100 MW hydropower projects
in India in particular. The Parent Guarantor's current portfolio
consists of operational hydropower projects, wind energy projects
and thermal projects (which include biomass and gas). The Issuer is
a wholly-owned subsidiary of Greenko Mauritius, a subsidiary of the
Parent Guarantor.
SAFE HARBOR STATEMENT
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