MEDIA RELEASE PR39824
Imcopa Announces Successful Completion of Noteholder Consent Solicitation
ARAUCARIA, Brazil, June 3 /PRNewswire-AsiaNet/ --
Imcopa International Cayman Ltd. (the "Issuer") and Imcopa Importacao,
Exportacao Industria e Oleos S.A. (the "Guarantor" or "Imcopa") announced
today that they have successfully concluded their consent solicitation (the
"Consent Solicitation") in connection with the Issuer's U.S.$100,000,000
10.375% Notes due 2009 (ISIN: XS0275709094) (the "Notes").
The Issuer and Guarantor launched the Consent Solicitation on 10 May 2010
to seek the consent of the holders of the Notes (the "Noteholders") to amend
the terms and conditions of the Notes ("Conditions") with respect to the
timing and amounts of the payment of principal and interest, the Issuer's
ability to prepay its Notes in whole or in part in certain circumstances and
to waive existing defaults under the Notes as well as amending the trust deed
dated 27 November 2006, among the Issuer, the Guarantor and The Bank of New
York Mellon, as Trustee (the "Trustee") entered into in connection with the
issuance of the Notes (as supplemented by supplemental trust deeds dated 28
December 2007, 2 June 2008 and 10 November 2009, respectively, the "Trust
Deed") and the Conditions to conform to the agreement Imcopa expects to reach
with its major bank creditors (the "Bank Creditors") under its credit
facilities ("Credit Facilities"), which agreement is expected to form the
basis of the extrajudicial reorganisation plan that the Guarantor plans to
propose under Brazilian law (the "Restructuring Plan") (collectively, the
"Proposal").
The Proposal was the subject of a Consent Solicitation Statement dated 10
May 2010, as supplemented by the Supplement to the Consent Solicitation
Statement dated 17 May 2010. The final voting deadline for submission of
electronic voting instructions was 3:00 p.m. (London time) on 27 May 2010.
At a duly convened and quorate meeting held yesterday pursuant to the
Consent Solicitation Statement and the related Notice of Meeting, Noteholders
representing approximately 94.14% of the Notes outstanding for voting
purposes (and approximately 99.68% of the votes cast) voted in favour of an
extraordinary resolution to adopt the Proposal.
As a result of the passing of the extraordinary resolution, the Issuer
will make a consent payment to those Noteholders that validly voted in favour
of the Proposal no later than 8 June 2010, which payment will be U.S.$25.94
per U.S.$1,000 principal amount of Notes voted in favour by such Noteholders.
The effectiveness of the Proposal is subject to certain conditions
subsequent, including that (i) Imcopa enters into a definitive agreement (the
"Definitive Agreement") with the Bank Creditors on terms which substantially
reflect the Proposal, (ii) the Definitive Agreement does not contain any
terms or conditions that are materially different than the Proposal and (iii)
the Issuer and the Trustee enter into a fourth supplemental trust deed to
reflect certain changes to the terms of the Notes reflecting the
implementation of the Proposal. Upon the satisfaction of all of the
conditions subsequent, the Issuer will pay an additional cash amount of
U.S.$25.94 per U.S.$1,000 principal amount of Notes voted in favour by such
Noteholders.
Negotiations with the Bank Creditors have been progressing since the
Issuer and the Guarantor launched the Consent Solicitation on 10 May 2010,
and Imcopa is hopeful that it will be able to conclude the Definitive
Agreement by 30 June 2010.
The Consent Solicitation is part of a broader restructuring plan being
developed by Imcopa to formulate a broad restructuring plan aimed at
obtaining sufficient resources to enable it to service all of its debt
obligations and to facilitate the continued growth and development of its
business. Following entry into the Definitive Agreement with the minimum
number of financial creditors required under Brazilian law, Imcopa plans to
file a petition with the Brazilian court to confirm (homologacao) the
Restructuring Plan as an extrajudicial recovery plan (plano de recuperacao
extrajudicial), pursuant to which the terms of the Definitive Agreement will
become, as a matter of Brazilian law, binding on all secured and unsecured
financial creditors of the Guarantor, including the Noteholders.
Under Brazilian law, in order to obtain the judicial confirmation
(homologacao), the Restructuring Plan must be approved by Imcopa's creditors
holding three-fifths of each affected class. If and when the relevant Bank
Creditors enter into the Definitive Agreement, Imcopa expects to have enough
support for the Restructuring Plan from its secured financial creditors.
Because the Noteholders approved the Proposal, upon the satisfaction of the
conditions subsequent, the Guarantor expects to have, when taken together
with those of its other unsecured creditors who also approve the
Restructuring Plan, the necessary three-fifths approval from unsecured
financial creditors in order to file the petition with the Brazilian court to
confirm the Restructuring Plan.
"Imcopa is encouraged by the continued support of its Noteholders and
other creditors during this challenging period," said Imcopa Chief Executive
Officer Frederico Jose Busato Jr. "We believe that we are close to concluding
this restructuring process and are eager to implement a Restructuring Plan
that is fair to all parties, including the Noteholders, which will allow us
to put our recent difficulties behind us and refocus our efforts on
continuing to build on our position as a premier global soybean processor."
HSBC Securities (USA) Inc. acted as sole Solicitation Agent and Lucid
Issuer Services Limited acted as Information and Tabulation Agent in
connection with the Consent Solicitation.
Imcopa is the largest Brazilian-owned soybean processor in terms of
volume of soybeans processed and the fifth largest soybean processor in
Brazil in terms of annual processing capacity, according to ABIOVE. Imcopa
focuses on the production and development of value-added products for the
international market. Specifically, Imcopa pioneered processing genetically
modified organism ("GMO") free soybeans and has become one of the global
leaders in the production of certified GMO-free soybean products, which
include soybean protein concentrate (which has a 60.0% protein content), soy
meal, soy oil and lecithin. Imcopa targets its products to certain market
niches, including the market for GMO-free soybean products and the
high-protein soy meal market for aquaculture feed, where Imcopa believes it
maintains a leadership position in the European market.
Investor Contact Information:
Andre Tomazi, +55 41 2141 9667
ri@imcopa.com.br
SOURCE: Imcopa International Cayman Ltd.
CONTACT: Investors,
Andre Tomazi,
Imcopa,
+55-41-2141-9667,
ri@imcopa.com.br
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