SDC - INVESTIMENTOS
As previously announced, it was negotiated with several financial institutions the restructuring of the banking and bond liabilities, whose general terms are the following, and include a proposal to be presented to the next general meeting of shareholders the Company.
Taking into consideration:
1. On November 26, 2013, by material information's press release to the market, was announced the signing of a subscription and shareholder agreement relating to Soares da Costa Construção, SGPS, SA, and on that date the board of directors of Grupo Soares da Costa , SGPS, SA ("GSC") also reiterated to the shareholders its strong commitment to the financial restructuring of the GSC, now called SDC- Investimentos, SGPS, SA ("Company").
2. 3. In pursuit of this goal, the Company's board of directors held since then talks with the lending financial institutions and negotiated with them a Framework Agreement on the Restructuring and Partial Novation of Liabilities of SDC Investimentos ("Framework Agreement").
3. The Framework Agreement, whose main terms are disclosed in the single Annex to this proposal, and is a key tool for the restructuring of the financial liabilities of the Company, as redefines maturities and debt amounts and reduce their costs, adapting it to the current conditions of the Company's activity, its execution corresponds to the social interest.
4. The Framework Agreement comprises a designated Convertible Tranche, consisting of an issue of securities convertible into common shares representing the capital of the Company, with private subscription and subscription guarantee from two financial institutions, as explained in this proposal.
5. The Convertible Tranche and the completion of the private placement are inseparable parts of the Framework Agreement, which is an essential tool for the Company's activity.
6. The issue of convertible bonds necessarily by private placement, pursuant to the Framework Agreement, does not seem compatible, because prevents that from happening, with the exercise of preemptive rights in the subscription by the shareholders of a public company with shares admitted the regulated market, so its elimination would seem justified by the social interest, pursuant to paragraph 1 of Article 367 and paragraph 2 of Article 460, both of the Commercial Companies Code.
7. It is expected that the conclusion and execution of the Framework Agreement, as negotiated, occur in the near future, leaving the issue, whose proposal is now being presented, necessarily subject to this celebration, which will be announced to the market, when it occur.
It is proposed:
a) The approval of the issuance of 185 (one hundred and eighty-five) bonds convertible into shares representing the capital of the Company, in accordance with Articles 365 and following of the Companies Code, by performing a private offering of subscription and according to the following terms:
Amount €18,500,000 (eighteen million, five hundred thousand Euros) Nopminal value per bond €100,000
Price €100,000 per bond
Interest rate 0.50%
Interest payment date: Interest will be paid on July 15 of each year, subject to the existence of distributable profits by the Issuer for the year ended December 31, immediately preceding the date of payment of interest.
Interest shall be calculated on the 30/360.basis
Repayment and
conversion:
Repayment: total, by the due date, by the nominal amount not object
of conversion into shares.
Maturity Date: 15.07.2035.
Conversion bases: the conversion price corresponding to the greater of: (i) the weighted average number of shares of SDC Investimentos between the 10th and the 5th trading day preceding the subscription date and (ii) € 0.25/ share. The conversion price will be subject to the usual adjustment mechanisms resulting from any events with dilutive
effect on capital.
Conversion terms
[periods and dates]
Subscribers may opt for partial or total conversion of their securities into common shares on each date of payment of interest, from 3 years
(inclusive) after the issuance of the bonds and until the Maturity Date
Subscribers Private offer: Banco Comercial Português, SA (BCP) and Caixa Geral de
Material Information | Porto | April 30, 2015 INFORMAÇÃO PRIVILEGIADA | Porto | 28 MAIO 2014
Depósitos SA (CGD) will take the subscription of the entire issue in accordance with the following breakdown:
BCP: € 15,500,000 million; CGD: € 3,000,000
Reasons The mentioned in this proposal, in accordance with the social interest in order to adjust the amounts of debt and its service to the current
circumstances of social activity.
b) Supress the right of first refusal enjoyed by the shareholders in the subscription of convertible bonds issued under the resolution proposed under point a) of this paragraph 6 of the agenda, in accordance with Articles 367 and 460 of the Commercial Companies Code, taking into account the social interest, as mentioned in this proposal.
c) To approve a share capital increase, under paragraph 3 of Article 366 and Articles 87 and following of the Companies Code, in the maximum amount of €18,500,000 from the current
€160,000,000 to €178,500,00, to be subscribed to the extent that it becomes necessary to meet the conversion requests submitted by bond underwriters of convertible bonds to be issued under point a), under the conditions and on the dates established for the converting operations, having the board the mandate to take the actions that are necessary to achieve these increases.
SDC- Investimentos, SGPS, SA
Material Information | Porto | April 30, 2015 INFORMAÇÃO PRIVILEGIADA | Porto | 28 MAIO 2014 ANNEXFRAMEWORK AGREEMENT OF DEBT RESTRUCTURING OF SDC INVESTIMENTOS, SGPS, SA
(SUMMARY)1. Borrowers | SDC Investimentos, SGPS, SA ("SDC Investimentos") SDC América Inc. ("SDC América") |
2. Type of Transaction | Debt restructuring of SDC Investimentos and SDC América |
3. Global Amount | Financing to be restructured amount to €143.8 million (including €100 million of bonds) and USD 7.1 million, hereafter referred to as "Restructured Debt", to which will add the interest accrued and unpaid until the date of formalization of the restructuring. |
4. Restructuring by tranches | The Restructured Debt will be divided by tranches with specific characteristics: a) Tranche 0: Financing in the form of Commercial Paper Programme and to SDC America, with endorsement of Soares da Costa Construção SGPS SA and/ or Sociedade de Construções Soares da Costa SA b) Tranche 1: Financing with some sort of collateral/ guarantees, not included in Tranche 0 c) Tranche 2: Financing without collateral/ guarantees d) Tranche Bullet Other financing without collateral/ guarantees e) Convertible Tranche of "Convertible Securities", convertible in ordinary shares of SDC Investimentos |
5. Amounts | a) Tranche 0: €10.4 million and USD7.1 million b) Tranche 1: €9.4 million c) Tranche 2: €55.5 million d) Bullet Tranche: €50.0 million e) Convertible: €18.5 million |
b) The annual instalments referred to in paragraph a) above will be primarily assigned the repayment of the Tranche 0, in the exact amount of the net dividends received from Soares da Costa Construção, SGPS, SA.
c) If the net dividends from Soares da Costa Construção, SGPS, SA received by SDC Investimentos are lower than the annual instalment due mentioned in paragraph a), the differential between these amounts will be allocated to repayment of the three Tranches 0, 1 and 2, with respect for the proportions calculated every time this repayment is due, using the exchange rate USD/ EUR at the time.
d) After the full repayment of Tranche 0, annual benefits identified in paragraph a)
above shall be allocated among Tranches 1 and 2, with respect for the proportions calculated every time this repayment is due.
a) Subject to the conditions specified in the following paragraphs, Tranches 0, 1 and 2 shall be reimbursed in advance at the amount of receipts in excess SDC Investimentos against the budgeted approved by the Banks for each year. The early repayment will be due when it is established that the overpayment in the budget and will be allocated between Tranches with respect for the proportions calculated every time this repayment is due, using the exchange rate USD / EUR at the time.
b) Cash inflows from real estate disposals/ sales currently guaranteeing debt of SDC Investimentos will be allocated to early repayment of loans benefiting from such
collateral, registered in Tranche 1.
b) Tranche 2: Second financial pledge of shares of the 33.33% stake held by SDC Investimentos in Soares da Costa Construção, SGPS, SA.
b) Early redemption in the amount of funds directly or indirectly arising from the sale of assets integrated in the subsidiaries SDC Imobiliário, SGPS, SA and SDC Concessões, SGPS SA, after the settlement of these loans and/ or loans that have these assets as collateral.
10. Guarantees Third financial pledge of shares of the 33.33% stake held by SDC Investimentos in Soares da Costa Construção, SGPS, SA. Convertible Bonds 11. Repayment a) Form: Issue of securities convertible into common shares representing the capital of SDC Investimentos, with private placement.
b) Maturity: 15.07.2035.
c) Repayment: bullet, at maturity, by the nominal amount not object of conversion into shares.
d) Conversion: Holders may opt for partial or total conversion of their securities, on each date of interest payment from the third year (inclusive), at the conversion price corresponding to the greater of: (i) the weighted average of the shares of SDC Investimentos between the 10th and the 5th days of trading preceding the subscription date and (ii) € 0.25/ share. The conversion price will be subject to the
usual adjustment mechanisms arising from any dilutive capital events.
a) Allowing for a review of the restructuring conditions after the first of the following dates: (a) third anniversary of the restructuring date or (b) 15.04.2018
b) Pari Passu, Cross Default and Negative Pledge
c) Until full repayment of Restructured Debt, SDC Investimentos will not propose to the shareholders the distribution of dividends and/ or payment of any amount to shareholders, without prior approval by the banks and holders of convertible securities (by a simple majority of detained credits)
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