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MAX TWO LIMITED - Consent Solicitation - Results

CONSENT SOLICITATION RESULTS IN RESPECT OF ITS EUR 100,000,000 5.70 PER CENT. NOTES DUE 2024 (ISIN: XS0201817292 AND COMMON CODE: 020181729)


22 FEBRUARY 2023


Full announcement available via LUXSE.


"On 31 January 2023, Max Two Limited (the "Issuer") announced that it was inviting holders ("Noteholders") of its outstanding EUR 100,000,000 5.70 per cent. notes due 2024 (the "Notes") (ISIN: XS0201817292, Common Code: 020181729) to approve certain proposals of the Issuer (the "Proposals") by way of an Extraordinary Resolution pursuant to and in accordance with the Conditions and the Trust Deed (the "Solicitation"), as further detailed in a consent solicitation memorandum dated 31 January 2023 (the "Memorandum").

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Memorandum.


RESULT OF THE SOLICITATION


Further to the Issuer's announcement of 31 January 2023, NOTICE IS HEREBY GIVEN to the Noteholders that at the Meeting of Noteholders held on 22 February 2023 the Extraordinary Resolution set out in the Notice of the Meeting was duly passed. Following the passing of the Extraordinary Resolution, the Settlement and Termination Deed has been executed by the parties thereto and the Issuer will now take the necessary steps to effect the Proposals and the steps contemplated by the Settlement and Termination Deed."

 

LAUNCHES CONSENT SOLICITATION IN RESPECT OF ITS EUR 100,000,000 5.70 PER CENT. NOTES DUE 2024 (ISIN: XS0201817292 AND COMMON CODE: 020181729)


31 JANUARY 2023


Full announcement available via LUXSE.


"Max Two Limited (the "Issuer") today announces that it is inviting holders ("Noteholders") of its outstanding EUR 100,000,000 5.70 per cent. notes due 2024 (the "Notes") (ISIN: XS0201817292, Common Code: 020181729) to approve certain proposals of the Issuer (the "Proposals") by way of an Extraordinary Resolution pursuant to and in accordance with the Conditions and the Trust Deed (the "Solicitation"), as summarised below and in more detail in a consent solicitation memorandum (the "Memorandum") to be made available to Noteholders shortly after the date hereof."


...


"BACKGROUND TO THE SOLICITATION


As set out in the announcements to the holders of the Notes dated 15 July 2022 (the "July Announcement") and 29 September 2022 (the "September Announcement") published on the Luxembourg Stock Exchange and, in the case of the September Announcement, delivered to Euroclear, Clearstream Luxembourg and Clearstream Frankfurt, the Issuer has been undergoing a review with its advisers into its financial position and its rights and obligations under the Notes (and the other documents entered into by the Issuer in connection with the Notes). As further set out in the announcements referred to above, the directors of the Issuer determined that, having regard to their fiduciary duties, it was not appropriate to make the Scheduled Principal Payments and the Scheduled Coupon Payments originally due on the Interest Payment Dates falling on 30 March 2022 and 30 September 2022. For further details on the decision not to make such Scheduled Principal Payments and the Scheduled Coupon Payments, please see the July Announcement and the September Announcement. As further announced by the Issuer on 23 December 2022 (the "December Announcement"), the Issuer identified that it had not received payment in full of certain Break Costs that were payable to it as a result of the early prepayment of the certain Windfarm Loan Agreements. For further details on such Break Costs, please see the December Announcement. 2 On 22 December 2022, the Issuer received an aggregate amount of EUR 2,024,955.54, representing the unpaid Break Costs in respect of the Loan Facility Agreements advanced to the Marao Borrower, the Montemuro Borrower and the Penedo Ruivo Borrower. This amount has been credited to, and is being held subject to the terms of, the Cash Pooling Account and, if the Proposals and the Extraordinary Resolution are approved, is to be applied in accordance with the Settlement and Termination Deed. As disclosed in the December Announcement, taking into account the Issuer's actual and prospective liabilities, the directors of the Issuer consider that there remains a shortfall between the Issuer's assets and its liabilities to Noteholders. Accordingly, the Issuer stated in the December Announcement that, having consulted with Noteholders and representatives of Noteholders together holding or representing holders of Notes equal to (in aggregate) approximately 80.1 per cent. of the aggregate principal amount of the Notes for the time being outstanding (the "Engaged Noteholders"), the Issuer intends to take steps to apply the amounts standing to the credit of the Cash Pooling Account to redeem the Notes early and discharge accrued but unpaid Transaction Costs. "


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