Imcopa Announces Successful Completion of Noteholder Consent Solicitation and Prepares to Seek Confirmation of Extrajudicial Reorganisation Plan

Oct 26, 2010, 19:00 ET from Imcopa International Cayman Ltd.

ARAUCARIA, Brazil, Oct. 26 /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 successfully concluded their consent solicitation (the "Consent Solicitation") in connection with the Issuer's U.S.$100,000,000 10.375% Notes due 2009 (ISIN: XS0275709094) (the "Notes").

The Issuer and Guarantor launched the Consent Solicitation on 4 October 2010 to seek the consent of the holders of the Notes (the "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 final voting deadline for submission of electronic voting instructions was 3:00 pm (London time) on 22 October 2010.

At a duly convened and quorate meeting held today pursuant to the Consent Solicitation Statement dated 4 October 2010 (the "Statement") and the related Notice of Meeting, Noteholders representing approximately 87.1% of the Notes outstanding for voting purposes (and approximately 98.3% of the votes cast) voted in favour of an extraordinary resolution to adopt the Proposal.

As a result of the passing of the extraordinary resolution, the Issuer will make a consent payment to those Noteholders that validly voted in favour of the Proposal, which payment will be U.S.$25.94 per U.S.$1,000 principal amount of Notes voted in favour by such Noteholders and will be made no later than 4 November 2010.  In addition, the Issuer, the Guarantor, other subsidiaries of Imcopa that will become guarantors of the Notes upon judicial confirmation of the Reorganisation Plan and the Trustee have entered into a fourth supplemental trust deed to reflect the amended Conditions as set forth in the Proposal.

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.  Prior to the Consent Solicitation, Imcopa had the necessary level of approval among its secured creditors.  By adopting the extraordinary resolution, the Noteholders, when taken together with those of Imcopa's unsecured creditors who have already approved the Reorganisation Plan, have given Imcopa sufficient support from its unsecured creditors.  Imcopa will file as soon as possible 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.  Imcopa expects to obtain judgment from the Brazilian court within a period of four to nine months after filing, although no assurance can be given that it will not take longer.  

"Imcopa is very pleased with the results of the Consent Solicitation," said Imcopa Chief Executive Officer Frederico Jose Busato Jr.  "It has taken a long time to be able to finalize a restructuring plan that is fair both to our creditors and to Imcopa, and we appreciate the patience and support that our creditors, including the Noteholders, have shown us during this time.  We look forward to obtaining judicial confirmation of our Reorganisation Plan so that we may return our focus to our operations and continue to grow our position in the industry as a leading global GMO-free soybean processor."

HSBC Securities (USA) Inc. acted as sole Solicitation Agent and Lucid Issuer Services Limited acted as Information and Tabulation Agent in connection with the Consent Solicitation.

SOURCE Imcopa International Cayman Ltd.