MHP SE Announces Consent Solicitation

LONDON, Sept. 20, 2018 /PRNewswire/ -- MHP SE (the "Company") today announces a consent solicitation (the "Consent Solicitation") to seek the consent of holders (the "Holders") of the outstanding U.S.$79,417,000 8.25% Notes due 2020 issued by the Company (Regulation S Notes: Common Code 078395044/ ISIN USL6366MAC75/ CUSIP L6366MAC7; Rule 144A Notes: Common Code 078395079/ ISIN US55302TAC99/ CUSIP 55302TAC9) (the "Notes") pursuant to an indenture dated as of April 2, 2013 (as supplemented by a supplemental indenture dated as of March 8, 2016), between the Company, Citibank, N.A., London Branch, as trustee (the "Trustee"), transfer agent, paying agent and exchange agent, Citigroup Global Markets Europe AG (formerly known as Citigroup Global Markets Deutschland AG), as registrar (the "Registrar") and Deutsche Bank Trust Company Americas (the "Note Security Agent") (the "Indenture") to certain proposed amendments (the "Amendments") to the Indenture and the Notes (such solicitation, as may be amended from time to time, the "Consent Solicitation").

The Consent Solicitation is being made on the terms, and subject to the conditions, contained in the consent solicitation memorandum dated September 20, 2018 (the "Consent Solicitation Memorandum"). Capitalized terms used but not defined in this announcement have the same meaning ascribed to them in the Consent Solicitation Memorandum. Copies of the Consent Solicitation Memorandum can be obtained (subject to eligibility) via the following website: https://sites.dfkingltd.com/mhp.

The Consent Solicitation

The Company is seeking by means of the Consent Solicitation, Consents from the Holders to harmonize certain covenants in the existing Notes with covenants under the 2017 Notes and 2018 Notes to effect the following:

(i)  modification of section 4.6 of the Indenture with regards to the utilization of trade credit facility indebtedness; and

(ii)  modification of the definitions of "IFRS" and "Permitted Liens", including consequential amendments,

(together, the "Amendments"), all as more fully described in the Consent Solicitation Memorandum.

Background to the Consent Solicitation

The purpose of the Amendments is to harmonize certain covenants in the Indenture and the Notes with covenants under the 2017 Notes and 2018 Notes. This will enable the Group to efficiently finance all of its crops and products consistent with its current business model, proceed with select acquisitions in line with the Group's strategy which typically requires incurring debt that is secured by the target companies' assets or share capital and enable the Group to standardize covenant reporting and compliance obligations in line with the 2017 Notes and the 2018 Notes by modifying the definition of "IFRS".

As of the date hereof, the Group is in compliance with covenants under the Indenture and the Notes and maintains the Consolidated Leverage Ratio below 3.0x threshold (both as defined in the Indenture) and the Group believes that, irrespective of whether the Amendments to the Indenture are adopted or not, it will continue to comply with covenants under the Indenture and the Notes and to maintain Consolidated Leverage Ratio below such threshold in the next reporting periods.

Consent Payment

In relation to the Notes, the Company shall, on the Consent Settlement Date, pay to those Holders from whom valid Consents in favor of the Amendments are validly delivered and not revoked on or prior to the Consent Expiration Date and which Consents are accepted by the Company the Consent Payment of U.S.$5.00 for each U.S.$1,000 in principal amount of the Notes the subject of the relevant Electronic Instructions.

Consents delivered prior to the Consent Expiration Date will be irrevocable from the earlier of the Effective Time and the Consent Expiration Date unless the Consent Solicitation is terminated or as otherwise provided in the Consent Solicitation Memorandum and except as otherwise required by applicable law. Consents delivered after the Effective Time will be irrevocable upon submission unless the Consent Solicitation is terminated or as otherwise provided in the Consent Solicitation Memorandum and except as otherwise required by applicable law. Holders that revoke their previously submitted Consents on or prior to the Effective Time (and do not re-submit their Consents before the Consent Expiration Date) shall not be eligible to receive the Consent Payment. Holders who do not consent to the Amendments or who do not participate in the Consent Solicitation will be bound by the Amendments (on the terms set forth in this Consent Solicitation Memorandum), but will not be eligible to receive the Consent Payment.

Indicative Timetable for the Consent Solicitation

Holders should take note of the times and dates set out below in connection with the Consent Solicitation. The times and dates are indicative only and are subject to change in accordance with the terms of the Consent Solicitation. Accordingly, the actual timetable may differ from the expected timetable set out below.

Further Information

A complete description of the procedures in relation to the terms of the Consent Solicitation and the text of the Supplemental Indenture, are set out in the Consent Solicitation Memorandum.

Holders are advised to read the Consent Solicitation Memorandum carefully for full details and information on the procedures for participating in the Consent Solicitation. J.P. Morgan Securities plc is acting as Solicitation Agent. D.F. King Ltd. is acting as Information and Tabulation Agent.

Requests for all information in relation to the Consent Solicitation should be directed to:

The Solicitation Agent

J.P. Morgan Securities plc

25 Bank Street
Canary Wharf
London
E14 5JP
United Kingdom
Attention: Liability Management
Telephone: +44 (0) 207 134 2468
Email: [email protected]

Requests for information in relation to the voting procedures, submission of the Electronic Instructions and participation in the Consent Solicitation should be directed to:

The Information and Tabulation Agent

D.F. King Ltd.
Email: [email protected] 
Website: https://sites.dfkingltd.com/mhp

Copies of the Consent Solicitation Memorandum are available to eligible persons upon request from the Information and Tabulation Agent free of charge and on the website: https://sites.dfkingltd.com/mhp.

Neither this announcement nor the Consent Solicitation Memorandum constitutes or forms part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Company or any other entity in any jurisdiction.

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Consent Solicitation Memorandum comes are required by the Company, the Solicitation Agent and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions. This announcement and any materials relating to the Consent Solicitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.

The Consent Solicitation Memorandum and any documents or materials relating to the Consent Solicitation will not be distributed, released, published, communicated, advertised or disseminated, whether directly or indirectly, to the information distribution channels or to the public in Cyprus.

Note: This announcement contains "regulated information" for the purposes of the EU Transparency Directive (Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004) and the Cyprus Transparency Law (Law No. 190(I)/2007). In addition, the European Union Market Abuse Regulation (Regulation EU 596/2014 of the European Parliament and of the Council of 16 April 2014) requires the Company to disclose that this announcement contains "inside information", as defined in the European Union Market Abuse Regulation.

Please address any questions or concerns to :
Anastasiya Sobotyuk
Director of IR
+38 044 207 00 70
+38 050 339 29 99
[email protected]

SOURCE MHP SE