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Disclosure of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014
Metalcorp Group resolves to issue a secured bond 2021/2026 with a volume of up to EUR 250 million including an exchange offer to holders of the existing bond 2017/2022 (ISIN: DE000A19MDV0)
Luxembourg, 2 June 2021 – The Board of Directors of Metalcorp Group S.A. has resolved today to issue a secured corporate bond (ISIN: DE000A3KRAP3) with a volume of up to EUR 250 million, which will have a fixed annual interest rate in the range of 6.25% to 6.75% over the term of five years (notes 2021/2026). The final coupon and total volume are expected to be determined and announced on 25 June 2021. S&P Global Ratings has assigned Metalcorp Group a long-term credit rating of ‘B’, outlook positive and a ‘B’ issue rating to the Group’s proposed senior secured notes.
All claims of the noteholders for redemption of the notes 2021/2026 and interest payments and payment of other amounts which are due and payable under the notes 2021/2026 are secured by a pledge of 100% of the shares in Metalcorp Group S.A. The pledged shares will be pledged to a security trustee acting on behalf of the noteholders. At the same time, the pledged shares will serve as security for the notes issued by the issuer due on 2 October 2022 (ISIN: DE000A19MDV0) and 6 June 2022 (ISIN: NO0010795701), until these notes are fully repaid. The security trustee holds the pledged shares simultaneously for the holders of these notes as well as for the holders of the new notes 2021/2026.
The issue will comprise a public offer in the Grand Duchy of Luxembourg (Luxembourg) and the Federal Republic of Germany (Germany) in the form of a public exchange offer and a public subscription offer, as well as a private placement. Under the public exchange offer, each holder of the 7.00% notes 2017/2022 (ISIN: DE000A19MDV0) who places an exchange order will receive, in the event of acceptance of his exchange order by the issuer, one new note 2021/2026 for each tendered note 2017/2022, plus accrued interest and a cash amount of EUR 13.14 for each exchanged note 2017/2022. The public exchange offer is scheduled to run from 9 June 2021 until 18 June 2021.
The public subscription offer in Germany and Luxembourg will be carried out from 9 June 2021 until 23 June 2021 (12:00 CEST) via the subscription functionality “Direct Place” of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the trading system XETRA. At the same time, a private placement will be made exclusively to qualified investors in Germany and certain other European countries.
The proceeds from the public subscription offer and the private placement will be used to refinance the existing notes 2017/2022 (ISIN: NO0010795701) in the total outstanding principal amount of EUR 70 million and the existing notes 2017/2022 (ISIN: DE000A19MDV0) in the total outstanding principal amount of EUR 140 million, to the extent the existing holders of the notes 2017/2022 (ISIN: DE000A19MDV0) have not exchanged their notes in the public exchange offer, and for general corporate purposes.
The public offer will be made exclusively on the basis of a securities prospectus expected to be approved on 4 June 2021 by the Luxembourg Commission de Surveillance du Secteur Financier (CSSF), and notified to the German Federal Financial Supervisory Authority (BaFin) thereafter. Once approved, the prospectus will be available on the website of Metalcorp Group S.A. (www.metalcorpgroup.com/bond) and on the website of the Bourse de Luxembourg (www.bourse.lu) free of charge.
This publication is neither an offer to sell nor a solicitation of an offer to buy securities. The securities, which are the subject of this publication, are offered by the issuer exclusively in the Federal Republic of Germany and the Grand Duchy of Luxembourg by way of a public offer. Outside the Federal Republic of Germany and the Grand Duchy of Luxembourg, no public offer is being made.
The securities will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.
This publication does not constitute a prospectus. The investment decision of interested investors with respect to the securities referred to in this publication should be made solely on the basis of the securities prospectus and the terms and conditions of the bonds prepared by the issuer in connection with the public offering of these securities, which will be available on the issuer’s website at www.metalcorpgroup.com/bond.
For further information:
Frank Ostermair, Linh Chung
Better Orange IR & HV AG
+49 89 8896906-25
Metalcorp Group S.A.
+352 2799 0145 55