Imcopa Announces Consent Solicitation for its 10.375% Notes to Seek Support of Noteholders for its Reorganisation Plan

ARAUCARIA, Brazil, Oct. 3 /PRNewswire-FirstCall/ -- 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 the Issuer's U.S.$100,000,000 10.375% Notes due 2009 (ISIN: XS0275709094) (the "Notes") on 26 October 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 22 October 2010.  Only Noteholders who consent to the proposal being made by the Issuer and the Guarantor will be eligible to receive the Consent Payment (as described below), but only if the Extraordinary Resolution is passed.

The purpose of the Consent Solicitation is to obtain the consent of Noteholders to, among other things more fully described in the Statement (as defined below), amend the terms and conditions of the Notes (the "Conditions"), including with respect to the timing and amounts of the payment of principal and interest, by amending the trust deed dated 27 November 2006, among the Issuer, the Guarantor and The Bank of New York Mellon, as Trustee (the "Trustee"), as supplemented by supplemental trust deeds dated 28 December 2007, 2 June 2008 and 10 November 2009, respectively, (as so amended, the "Trust Deed") and the Conditions to conform to the terms of an extrajudicial reorganisation plan (the "Reorganisation Plan"), which Reorganisation Plan Imcopa intends to seek to have confirmed under Brazilian law (collectively, the "Proposal").

The Proposal is described in more detail in the Consent Solicitation Statement dated 4 October 2010 (the "Statement"), which is available from Imcopa and its advisors as provided below.  

Subject to the passing of the Extraordinary Resolution, the Issuer is offering to pay a cash amount (the "Consent Payment") to each Noteholder from whom valid voting instructions in favour of the Proposal (a "Consent") are received and not revoked.  The Consent Payments to be paid by the Issuer to each eligible Noteholder will be U.S.$25.94 per each U.S.$1,000 principal amount of Notes the subject of such Consent.  The Consent Payment shall be payable no later than the seventh business day following the passing of the Extraordinary Resolution.

On 15 September 2010, after extensive negotiations, Imcopa finalized the terms of the Reorganisation Plan with certain of its bank creditors (the "Bank Creditors") that hold a majority of the approximately U.S.$444 million aggregate amount outstanding under its credit facilities.  

Imcopa intends to file a petition with the Brazilian court to confirm (homologacao) the Reorganisation Plan, pursuant to which its terms will become, as a matter of Brazilian law, binding on all secured and unsecured financial creditors of Imcopa, including the Noteholders.  Under Brazilian law, in order to obtain the judicial confirmation (homologacao) of the Reorganisation Plan, it must be approved by creditors holding three-fifths of each affected class of Imcopa's indebtedness.  The Bank Creditors are of the requisite number to represent sufficient support for the Reorganisation Plan from Imcopa's secured creditors.  The Issuer and the Guarantor are soliciting consents from the Noteholders to achieve the necessary support for the Reorganisation Plan from Imcopa's unsecured creditors.

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 Reorganisation 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 Reorganisation Plan by the three-fifths of unsecured creditors required under Brazilian law.  As a result, Noteholders who validly submit and do not validly withdraw or revoke their Consents may be deemed, as a matter of Brazilian law, to have individually consented to the Reorganisation 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 26 October 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.

Andre Tomazi, Imcopa International Cayman Ltd., +55-41-2141-9667, [email protected]

SOURCE Imcopa International Cayman Ltd.