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Zip Co Limited - Consent Solicitation - Results

Zip Announces Results of the Consent Solicitation in relation to its Zero Coupon Senior Convertible Notes due 2028 (ISIN: XS2330529905 / Common Code: 233052990) of which A$330,000,000 is outstanding

20 JUNE 2023


Full announcement including disclaimers and offer restrictions available via SGX (Source: Zip Co Limited)


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"Result


Zip is pleased to announce, and notice is hereby given to Noteholders, that (i) the Extraordinary Resolution was duly passed on 19 June 2023 by Electronic Consent by Noteholders holding an aggregate principal amount of A$308,100,000, representing a majority of 93.36 per cent of the aggregate principal amount of the Notes outstanding, and (ii) the Eligibility Condition was satisfied. Accordingly, the Electronic Consent Pass Date occurred on 19 June 2023. The Extraordinary Resolution shall be binding on all Noteholders whether or not voting in favour of the Extraordinary Resolution.


Cancellation of the Meeting


As the Extraordinary Resolution was passed by Electronic Consent, pursuant to the terms of the Consent Solicitation Statement and the Notice, the Meeting is no longer required to be convened and Zip hereby announces the cancellation of the Meeting.


Implementation


Without prejudice to Zip’s option and sole discretion to terminate the Consent Solicitation, and subject to the satisfaction of the other Consent Conditions, the Proposed Amendments will be implemented by way of execution of the Amendment Documents on the Amendment Date, which is expected to be 31 July 2023 (the expected date of the EGM). Notes that have been subject to account blocking as a result of the voting instructions for the Consent Solicitation shall be unblocked from the date of this Announcement."


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ZIP COMPLETES EQUITY PLACEMENT FOR LIABILITY MANAGEMENT EXERCISE

09 JUNE 2023


Full announcement including disclaimers and offer restrictions available via SGX (Source: Zip Co Limited)


"Zip Co Limited (ASX: ZIP) (“Zip”, or the “Company”) refers to its announcement on 8 June 2023 stating that it had launched a proposed liability management exercise on its A$330.0 million outstanding Zero Coupon Senior Convertible Notes due 2028 (ISIN: XS2330529905 / Common Code: 233052990) (the “Existing Notes”) through a concurrent incentivised conversion invitation (“Conversion Invitation”) and consent solicitation (“Consent Solicitation”) to holders of Existing Notes (“Existing Noteholders”) and a placement of shares to raise A$24.7 million (“Equity Placement”).


Today, Zip is pleased to announce that it has successfully completed the Equity Placement.


Zip Co-Founder and Global Chief Operating Officer, Peter Gray said:


“We are very pleased to announce the successful completion of the Equity Placement, the first leg of our liability management exercise. The placement will be used to fund the retirement of $39.8 million of our convertible notes at a very significant discount to face value. Along with the Consent Solicitation process, this exercise will reduce our corporate debt by $192.2 million, further strengthening the balance sheet and positioning the Company for our next phase of growth.”

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Zip Announces Proposed Conversion Invitation in relation to its Zero Coupon Senior Convertible Notes due 2028 of which A$330,000,000 is outstanding (and Consent Exercise)

08 JUNE 2023


Full announcement including disclaimers and offer restrictions available via SGX (Source: Zip Co Limited)


"Zip Co Limited (ASX: ZIP) (“Zip” or the “Company”) has today (the “Launch Date”) launched an incentivised conversion invitation (the “Conversion Invitation”) for its Zero Coupon Senior Convertible Notes due 2028 of which A$330,000,000 is outstanding (ISIN: XS2330529905 / Common Code: 233052990) (the “Existing Notes”).


The Existing Notes are convertible into fully paid ordinary shares in the Company (the “Shares”) and the conversion rights of the Existing Notes have been exercisable since 3 June 2021. The terms and conditions of the Existing Notes (the “Conditions”) are set out in the offering circular dated 21 April 2021.


Concurrent to the Conversion Invitation, the Issuer:


(i) has separately initiated a consent solicitation process (the “Consent Solicitation”) to seek consent from holders of the Existing Notes (the “Existing Noteholders”) to approve the amendments to the Conditions, the Trust Deed (including the Schedules thereto, where applicable) and the Agency Agreement (including the Schedules thereto, where applicable) and any other documents to give effect to certain amendments as further described in the in the consent solicitation statement dated 8 June 2023 (the “Consent Solicitation Statement”). Please refer to the Consent Solicitation Statement for further details on the Consent Solicitation; and"


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