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DGAP-Ad-hoc: SLM Solutions Group AG / Key word(s): Financing
SLM Solutions Group AG invites the holders of the Convertible Bonds 2017/2022 to hold a vote without meeting on an extension of the maturity date and an increase of the interest rate for the extension period
Disclosure of inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Luebeck, January 25, 2022 - Today, the Management Board of SLM Solutions Group AG ("SLM Solutions" or the "Company", ISIN DE000A111338 (Shares), DE000A2GSF58 (Convertible Bonds 2017/2022), DE000A289N86 (Convertible Bonds 2020/2026) and DE000A3H3HP1 (Convertible Bonds 2021/2026)), with consent of the Supervisory Board, resolved to invite the holders of the EUR 58.5 million 5.50% convertible bonds issued by the Company in October 2017 (the "Convertible Bonds 2017/2022") to hold a vote without meeting for purposes of resolving on an amendment of the terms and conditions of the Convertible Bonds 2017/2022 to the effect that the maturity date (currently being October 11, 2022) is extended by two years to October 11, 2024 and, in turn, the interest rate is increased by 200 basis points to 7.50% for the period of extension. Such extension of the maturity date would provide the Company with additional time for the implementation of a long-term refinancing of the Convertible Bonds 2017/2022. However, the proposed amendments will also include the option of each bondholder to request (during a limited period of time after the amendments of the terms and conditions having become effective) the redemption of all or some of its Convertible Bonds 2017/2022 on October 11, 2022. The Company will publish a request for vote setting out the contemplated amendments in due course.
In an agreement entered into today between the Company and Elliott International L.P. ("EILP"), The Liverpool Limited Partnership ("Liverpool") and Cornwall GmbH & Co. KG ("Cornwall") (all of whom are being advised by Elliott Advisors (UK) Limited), EILP and Liverpool have, inter alia, undertaken to support the proposed amendments with all Convertible Bonds 2017/2022 currently held by them and not to exercise the contemplated redemption option if resolved upon in the vote without meeting.
Furthermore, in the year ahead, the Company is considering convening a vote of the holders of its Convertible Bonds 2020/2026 to waive the conditions precedent for the offer and issuance of the Tranche III Bonds with a nominal amount of at least approx. EUR 30 million. In the agreement concluded with SLM Solutions today, Cornwall, subject to certain conditions, which the Company from today's perspective expects to be met, agreed to support such a waiver with all of Cornwall's currently held Convertible Bonds 2020/2026. Cornwall currently holds more than 75% of the aggregate principal amount of the Convertible Bonds 2020/2026 outstanding. Thus, if such a vote is conducted in 2022, the resolution would pass with the required majority.
< End of the ad-hoc announcement >
About SLM Solutions
25-Jan-2022 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||SLM Solutions Group AG|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1272775|
|End of Announcement||DGAP News Service|
1272775 25-Jan-2022 CET/CEST