GREENKO GROUP PLC 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
(the 'Company')
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:
Jeremy Ellis/Nigel Robinson
Matt Ridsdale/Mike Bartlett/Niall Walsh
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.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 Waivers').
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.
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.
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 Time | The time and date at which the Disposal 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:In New York: By Mail , Overnight Courier or Hand Delivery D. F. King & Co., Inc. 48 Wall Street - 22nd floor 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 | In London: 85 Gresham Street London EC2V 7NQ United Kingdom By telephone: +44 207 920 9700 |
Any question concerning the terms of the Consent Solicitation may be directed to the Solicitation Agents. The Solicitation Agents for this Consent Solicitation are:
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.
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.
This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are usually identified by the use of words such as 'will,' 'anticipate,' 'believe,' 'estimate,' 'expect,' 'project,' 'plan,' 'intend,' 'should' or similar expressions. The Issuer intends these forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. We assume no obligation to update publicly any forward looking statements, whether as a result of new information, future events or otherwise. In evaluating forward looking statements, you should consider these risks and uncertainties.
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