MEDIA RELEASE PR37059
Imcopa Announces Successful Completion of Noteholder Consent Solicitation
ARAUCARIA, Nov. 12 /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 19 October 2009 to seek the consent of the
holders of the Notes (the "Noteholders") to approve a proposal addressing a number of matters (the "Proposal")
including: (1) extending the maturity date of the Notes until 10 May 2010; (2) cancelling the interest payment due to
be paid on 27 November 2009 and providing that the Notes will accrue interest at their current rate from today's
Noteholder meeting until the new maturity date; and (3) waiving compliance with various covenants set forth in 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 and 2 June 2008, respectively, the "Trust Deed"). The Proposal was the
subject of a Consent Solicitation Statement dated 19 October 2009. The final voting deadline for submission of
electronic voting instructions was 3:00 p.m. (London time) on 10 November 2009.
At a duly convened and quorate meeting held today pursuant to the Consent Solicitation Statement and the
related Notice of Meeting, Noteholders representing approximately 98.90% of the Notes outstanding for voting
purposes (and approximately 99.78% 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, which payment will be U.S.$46.98 per U.S.$1,000 principal
amount of Notes voted in favour by such Noteholders and will be made no later than 19 November 2009. In
addition, the Issuer, the Guarantor and the Trustee will enter into a third supplemental trust deed to reflect certain
changes to the terms of the Notes reflecting the implementation of the Proposal.
The Consent Solicitation is part of a broader restructuring plan being developed by Imcopa to obtain sufficient
resources to honour its debt obligations and facilitate the continued growth and development of its business.
Imcopa is working with its advisors to complete and implement a restructuring plan that is in the best interests of
Imcopa, its bank creditors, Noteholders and stockholders.
"Imcopa appreciates the continued support shown by its bank creditors and Noteholders as it continues to
develop a comprehensive restructuring plan," said Imcopa Chief Executive Officer Frederico Jose Busato Jr. "We
have been working diligently with our creditors and other stakeholders and are optimistic that we will be able to
finalize a restructuring plan in the near future, at which point we will be able to concentrate on our operations and
continue to grow Imcopa's position as a leading 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.
SOURCE: Imcopa
CONTACT: Imcopa Importacao,
Exportacao Industria e Oleos S.A.,
Investor Relations Officer,
+55 (41) 2141-9667,
RI@imcopa.com.br,
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