CONSENT SOLICITATION EXERCISE FOR SERIES 001 S$110,000,000 7.45 PER CENT. NOTES DUE 2016 (ISIN: SG6TF6000008) (THE “NOTES”) ISSUED BY AUSGROUP LIMITED
- Noteholders representing S$64.32 million or 88.41% of the principal amount of the Notes outstanding voted at the meeting held on 19 October 2018
- A total of 267 votes were cast, of which all 267 votes or 100% of the votes cast were in favour of the Extraordinary Resolution to restructure the debt
AusGroup Limited (the “Company” or “Issuer”) refers to the previous announcement on SGXNET dated 27 September 2018 regarding the launch of the Consent Solicitation by the Company in connection with the Notes, the publication of the Notice relating to the meeting of Noteholders convened for 19 October 2018 and the consent solicitation statement dated 27 September 2018 issued by the Company to the holders of the Notes for the purposes of the consent solicitation launched by the Company in connection with the Notes (the “Consent Solicitation Statement”).
Capitalised or other terms used but not defined herein shall, unless the context otherwise requires, have
the meanings as set out in the Consent Solicitation Statement.
1. Results of the Meeting of the Noteholders on 19 October 2018 (the “Meeting”)
The Company is pleased to announce that the Extraordinary Resolution tabled at the Meeting has been duly passed with overwhelming support from the Noteholders. Noteholders representing 88.41% of the principal amount outstanding cast their votes and of the 267 votes cast, 267 votes, or 100% of the votes cast, were in favour of the restructuring.
Additionally, Noteholders have (or are deemed to have) made the following elections in the following aggregate principal amounts:
2. Entry into the Third Supplemental Trust Deed
In connection with the foregoing, the Company wishes to announce that it has on 19 October 2018 entered into the Third Supplemental Trust Deed with Ezion Offshore Logistics Hub Pte. Ltd., as Singapore obligor, NT Port and Marine Pty Ltd (formerly known as Ezion Offshore Logistics Hub (Tiwi) Pty. Ltd.), as Australian obligor, DBS Trustee Limited, as trustee, and P.T. Limited, as security trustee, to amend various provisions of the Trust Deed and the Conditions of the Notes, as described in the Extraordinary Resolution.
Other than amendments to the provisions relating to the Make-Whole Premium and the Additional Amendments (as defined below), which take effect on the date of the Third Supplemental Trust Deed, the other amendments to the provisions in the Trust Deed and the Conditions take effect upon the satisfaction of the conditions precedent specified in the Third Supplemental Trust Deed, including the Recapitalisation Conditions.
3. Certain amendments to Condition 6(l) of the Notes
In addition to the amendments that have been approved by the Extraordinary Resolution, the Third Supplemental Trust Deed makes certain amendments to Condition 6(l) of the Notes, as set out in the Schedule annexed hereto (with additions shown in double-underline and deletions shown in strikethrough) (the “Additional Amendments”).
The Additional Amendments were neither contemplated nor approved by the Extraordinary Resolution. However, pursuant to Clause 29 of the Trust Deed and Condition 12 of the Notes, the Trustee may agree, without the consent of the Noteholders or Couponholders, to any modification of any of the provisions of the Trust Deed which in the opinion of the Trustee “is of a formal, minor or technical nature, is made to correct a manifest error or …”.
The Trustee has agreed to the Issuer’s request to make the Additional Amendments on the basis that (i) the deletion of “Series 001” in the Additional Amendments is of a formal, minor or technical nature and (ii) the replacement of “1/440” with the text shown in double-underline in the Schedule is being made to correct a manifest error.
Shareholders are advised to exercise caution in trading their Shares and Noteholders are advised to exercise caution in trading their Notes. Shareholders and Noteholders are advised to read this announcement and further announcements by the Company carefully. Shareholders and Noteholders should consult their stockbrokers, bank managers, solicitors or other professional advisors if they have any doubt about the actions they should take.
By Order of the Board
Eng Chiaw Koon
19 October 2018