Imcopa International Cayman Ltd. Announces Consent Solicitation of its 10.375% Notes due May 10

ARAUCARIA, Brazil, May 10 /PRNewswire/ -- 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 U.S.$100,000,000 10.375% Notes due 2009 (ISIN: XS0275709094) (the "Notes") on 1 June 2010 (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 27 May 2010.  Only Noteholders who consent to the proposal being made by the Issuer and the Guarantor will be eligible to receive the consent payments, as described further below.

The purpose of the Consent Solicitation is to obtain the consent of Noteholders to amend the terms and conditions of the Notes ("Conditions") with respect to the timing and amounts of the payment of principal and interest, the Issuer's ability to prepay its Notes in whole or in part in certain circumstances and to waive existing defaults under the Notes as well as amending the trust deed dated 27 November 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 28 December 2007, 2 June 2008 and 10 November 2009, respectively, the "Trust Deed") and the Conditions to conform to the agreement Imcopa expects to reach with its major bank creditors (the "Bank Creditors") under its credit facilities ("Credit Facilities"), which agreement is expected to form the basis of the extrajudicial reorganisation plan that the Guarantor plans to propose under Brazilian law (the "Restructuring Plan") (collectively, the "Proposal").  

The effectiveness of the Proposal is subject to certain conditions subsequent.  The Proposal and the conditions subsequent are described in more detail in the Consent Solicitation Statement dated 10 May 2010, which is available from Imcopa and its advisors as provided below.  

The payment of interest and principal due on 10 May 2010 will not be made and such non-payment will constitute an Event of Default under the Trust Deed.  Instead, the Issuer is seeking the consent of Noteholders to the Proposal.  The Issuer is also offering to pay a cash amount (the "Initial Consent Payment") to each Noteholder from whom valid voting instructions in favour of the Proposal (a "Consent") are received and not revoked upon the passing of the Extraordinary Resolution.  After the passing of the Extraordinary Resolution and upon the satisfaction of all of the conditions subsequent, the Issuer will pay an additional cash amount (the "Additional Consent Payment" and, together with the Initial Consent Payment, the "Consent Payments") to each Noteholder who validly submits and does not validly withdraw its Consent.  

The Consent Payments to be paid by the Issuer to Noteholders will, in each case, be U.S.$25.94 per each U.S.$1,000 principal amount of Notes the subject of such Consents, which amount is equal to one-half of the interest that would have accrued on such principal amount of Notes from (and including) 10 November 2009 to (but excluding) 10 May 2010.  The Initial Consent Payment shall be payable no later than the seventh business day following the passing of the Extraordinary Resolution and the Additional Consent Payment shall be payable no later than the seventh business day following the satisfaction of all of the conditions subsequent.

Since early 2009 Imcopa has been engaged in discussions with the Bank Creditors to formulate a broad restructuring plan aimed at obtaining sufficient resources to enable it to service all of its debt obligations and to facilitate the continued growth and development of its business.  After extensive negotiations, Imcopa has reached an in-principle, non-binding understanding with its major Bank Creditors as to material provisions to be put in place so as to restructure the Credit Facilities which is subject to the execution of definitive documentation.  Imcopa expects to enter into a definitive agreement (the "Definitive Agreement") on terms which substantially reflect this understanding with these Bank Creditors in the near future, although the precise date is not yet determined.

Following entry into the Definitive Agreement with the minimum number of financial creditors required under Brazilian law, Imcopa plans to file a petition with the Brazilian court to confirm (homologacao) the Restructuring Plan as an extrajudicial recovery plan (plano de recuperacao extrajudicial), pursuant to which the terms of the Definitive Agreement will become, as a matter of Brazilian law, binding on all secured and unsecured financial creditors of the Guarantor, including the Noteholders.  Under Brazilian law, in order to obtain the judicial confirmation (homologacao), the Restructuring Plan must be approved by Imcopa's creditors holding three-fifths of each affected class.  If and when the relevant Bank Creditors enter into the Definitive Agreement, Imcopa expects to have enough support for the Restructuring Plan from its secured financial creditors.  The Issuer and the Guarantor are soliciting consents from Noteholders to determine the support for the Guarantor's Restructuring Plan from its unsecured financial creditors.  If the Noteholders approve the Proposal, the Guarantor expects to have, when taken together with those of its other unsecured creditors who also approve the Restructuring Plan, the necessary three-fifths approval from unsecured financial creditors in order to file the petition with the Brazilian court to confirm the Restructuring Plan.

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 U.S.$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.  

Imcopa intends to continue to pursue the Restructuring Plan even if the Extraordinary Resolution is not passed, in which case the votes of any Noteholders (or their proxies or representatives) in favour of the Proposal may be counted for the purpose of demonstrating the approval of the Restructuring Plan by the three-fifths of unsecured financial creditors required under Brazilian law in the context of the approval of the Restructuring Plan by Brazilian court.  As a result, Noteholders who validly submit and do not validly withdraw or revoke voting their Consents may be deemed, as a matter of Brazilian law, to have individually consented to the Restructuring Plan even if the Extraordinary Resolution is not passed and the Conditions remain unchanged.  

The Meeting will be held at 3:00 p.m. (London time) on 1 June 2010 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 [email protected].  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 [email protected].

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.

SOURCE Imcopa International Cayman Ltd.