MEDIA RELEASE PR36661
Imcopa Announces Consent Solicitation Regarding Its 10.375% Notes Due 2009
ARAUCARIA, Oct. 20 /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 called a meeting of the holders (the
"Noteholders") of its US$100,000,000 10.375% Notes due 2009 (ISIN: XS0275709094) (the "Notes") on
November 10, 2009 (the "Meeting"), and in connection therewith has commenced a consent solicitation (the
"Consent Solicitation"). The final voting deadline for submission of electronic voting instructions is 3:00 p.m.
(London time) on November 6, 2009. Only Noteholders who consent to the proposal being made by the
Issuer and the Guarantor will be eligible to receive a consent payment, as described further below.
Imcopa has engaged Deloitte Touche Tohmatsu as a financial advisor and is
currently working on a broad restructuring plan aimed at obtaining sufficient
resources to honour its debt obligations and facilitate the continued growth
and development of its business (a "Restructuring Plan"). A Restructuring
Plan could include, among other things, accessing additional financing through
new bank lines of credit and/or securities issuances, as well as the extension
of current debt maturities. The Issuer and the Guarantor are working with
their advisors to complete and implement a Restructuring Plan that is in the
best interests of Imcopa, its bank creditors, the Noteholders and stockholders. As the first step of such a
Restructuring Plan, Imcopa believes that it is close to finalising an agreement with its bank creditors, but it will
need more time than it obtained from Noteholders in connection with its May consent solicitation in order to do
so.
The Issuer and the Guarantor are seeking the consent of Noteholders to
address a number of matters with respect to the Notes (the "Proposal"),
including (1) extending the maturity date of the Notes until May 10, 2010, (2)
canceling the interest payment due to be paid on November 27, 2009 and
providing that the Notes will accrue interest at their current rate from the
date of the Meeting until the new maturity date, and (3) waiving compliance
with various covenants set forth in the trust deed dated November 27, 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 December 28, 2007 and June 2,
2008, respectively, the "Trust Deed"). The Proposal is described in more
detail in the Consent Solicitation Statement dated October 19, 2009, which is
available from Imcopa and its advisors as provided below.
A consent payment of US$46.98 per US$1,000 principal amount of Notes will
be payable to those Noteholders from whom valid voting instructions in favour
of the Proposal are received and not revoked. This payment will be made no
later than the seventh business day following the passing of the Extraordinary
Resolution. The consent payment is equivalent to the interest that would have
accrued on such principal amount of Notes from May 27, 2009 (the date of the
last interest payment) up to (but excluding) the date of the Meeting.
The Proposal must be approved by an Extraordinary Resolution of
Noteholders in order to be adopted. To approve the Extraordinary Resolution,
Noteholders representing 75% of the principal amount of Notes outstanding (or
their proxies or representatives) must be present at the Meeting, and not less
than 75% of the votes (with each Noteholder receiving one vote for each
US$1,000 principal amount of Notes owned) cast at the Meeting must vote in
favour of the Extraordinary Resolution. If passed, the Extraordinary
Resolution will be binding upon all the Noteholders, whether or not present at
the Meeting and whether or not voting in favour of the Extraordinary
Resolution.
The Meeting will be held at 3:00 p.m. (London time) on November 10, 2009
at the offices of the Trustee at One Canada Square, London E14 5AL, United
Kingdom. Voting can take place by submission of an electronic voting
instruction via Euroclear Bank S.A./N.V. or Clearstream Banking, societe
anonyme, or by attending and voting at the Meeting or appointing a proxy.
Holders wishing to vote other than by submission of an electronic voting
instruction must make appropriate arrangements with Euroclear Bank S.A./N.V
and Clearstream Banking, societe anonyme, on a timely basis and in accordance
with the provisions of the Trust Deed.
The Issuer has retained HSBC Securities (USA) Inc. ("HSBC") to act as sole
Solicitation Agent and Lucid Issuer Services Limited to act as Information and
Tabulation Agent ("Lucid"). Copies of the Consent Solicitation Statement can
be obtained from either of HSBC or Lucid. Requests for information in
relation to the Consent Solicitation and the Proposal should be directed to
HSBC by phone at +1 888 HSBC 4LM (Toll-Free), +1 212 525 5552 (Call Collect)
(New York) or +44 20 7991 5874 (London) or via email at
liability.management@hsbcib.com. Requests for information in relation to the
procedures for voting in the Meeting should be directed to Lucid by phone at
+44 207 704 0880 or by e-mail at imcopa@lucid-is.com.
This press release is not a solicitation of consents nor shall it be
deemed a solicitation of consents with respect to any securities. The Consent
Solicitation will be made solely outside the United States to non-U.S. persons
by the Statement.
SOURCE: Imcopa Importacao, Exportacao Industria e Oleos S.A.
CONTACT: Paulo Junqueira
Imcopa
+5541-2141-9667
ri@imcopa.com.br
NEWS 
