Termini ristrutturazione
LUPATECH S.A.
Corporate Taxpayer's ID (CNPJ/MF): 89.463.822/0001-12
Company Registry (NIRE): 35.3.0045756-1
Publicly-held Company - BM&FBOVESPA Novo Mercado
MATERIAL FACT
Nova Odessa, November 5th, 2013 - Lupatech S.A. (BM&FBOVESPA: LUPA3) (OTCQX: LUPAY) (Lupatech Finance LTD 97/8 Perpetual Notes: ISIN USG57058AA01) ("Lupatech"), one of the biggest Brazilian suppliers of products and services for the oil and gas industry, announces to shareholders and the market in general that, as reported in material facts published on April 10, May 10 and July 11, 2013, the Company has been working to balance its debt and capital structure and, in order to continue the process, the Board of Directors approved on this date the plan to restructure the financial debt, capital structure and indebtedness of the Company and its subsidiaries (the "Plan" and "Lupatech Group"). The structure and the main conditions of the Plan described herein will be submitted to the Company's financial creditors, debenture holders, bondholders and institutions, as described below, and, once accepted, the Plan will be subject to approval by an extraordinary shareholders general meeting called for that purpose and its terms will be properly disclosed.
The purpose of the Plan is to uplift the Group Lupatech through the following assumptions: (i) the renegotiation of the debt represented by the perpetual bonds issued by Lupatech Finance Limited, a wholly-owned subsidiary of the Company, duly updated and indexed ("Perpetual Bonds"), (ii) the renegotiation of the debt represented by the convertible debentures issued by the Company also updated and indexed ("Debentures"), (iii) the re-profiling of the financial debt of the Company and its subsidiaries in Brazil with certain institutions that hold credits against the Company, under conditions appropriate to the Company's financial capacity, and (iv) the possibility of conversion of debt into equity at the discretion of the holders of Perpetual Bonds, Debentures and institutions that owe credits against the Company and its subsidiaries in Brazil, as described below. In order to bind all holders of Perpetual Bonds to the renegotiation of the debt represented by Perpetual Bonds, pursuant to the Plan, is required presentation by the Company of a pre-packaged reorganization plan, which must be accepted by holders of Perpetual Bonds representing more than 3/5 (three fifths) of the total amount of outstanding Perpetual Bonds on the date of its execution. The pre-packaged reorganization plan will bind only upon the class of holders of Perpetual Bonds, provided that will not cover any other class of creditors of the Company or the Group Lupatech.
According to the Plan structure proposal, the holders of Perpetual Bonds will receive in payment for their credits, which on this date correspond to the amount of two hundred and ninety-eight million US dollars (US$298 million) (i) the right to subscribe for American Depositary Receipts ("ADRs") representing each one a common share issued by the Company, given that such American Depositary Receipts will neither be listed on any stock exchange in the U.S. nor registered with the Securities and Exchange Commission of the United States of America, through capitalization of eighty five percent (85 %) of the credits of the Perpetual Bonds; and (ii) the new notes to be issued in a foreign jurisdiction in US dollars representing the amount corresponding to the remainder of the credits referred to in item (i), corresponding to fifteen percent (15%) of the updated amount of the outstanding Perpetual Bonds on the date of the Plan´s execution including accrued and unpaid interest, levied by conventional interest of three percent (3 %) per year, given that the interest due within the two (2) initial years will be added to the principal to be paid off over five (5) years as of the third (3rd) year (the "New Notes").
The holders of Debentures will receive in payment for their credits, which on this date consist of the approximate amount of three hundred and eighty-three million Brazilian Reais (R$383 million) as applicable (i) the right to subscribe for new shares issued by the Company through capitalization of eighty five percent (85 %) of the credits of the Debentures; and (ii) of new debentures to be issued by the Company in Brazil representing the amount corresponding to the remainder of the credits referred to in item (i), corresponding to fifteen percent (15%) of the total debt represented by the Debentures, including accrued and unpaid interest and indexation, levied by conventional interest corresponding to the accrued variance of one hundred per cent (100%) of the daily average rates of DI - Interbank Deposit of one day "over extra group", expressed in the percentage form per year, two hundred and fifty-two (252) business days basis, given that the interest due within the two (2) initial years will be added to the principal to be paid off over five (5) years as of the third (3rd) year.
With regard to re-profiling of the financial debt of the Company and its subsidiaries in Brazil with certain financial institutions, the Plan has the following conditions: (i) debt group in the total amount of approximately fifty million Brazilian Reais (R$50 million) on the date the Plan is approved by the Shareholders Meeting, with collateral will be re-profiled to be paid in six (6) years; and (ii) debt group in the approximately total amount of one hundred and eighty million Brazilian Reais (R$180 million) on the date the Plan is approved by the Shareholders Meeting with unsecured collateral or partial covered will be re-profiled levied by conventional interest of three per cent (3 %) per year, with a grace period of four (4) years regarding principal and interest, and to be paid in eight (8) years or, alternatively, the possibility of each financial institution to capitalize their credits under the same conditions applicable to the Debentures capitalization. In addition, the Plan lists other less representative credits, compared to the before-mentioned ones, held against other institutions that will be re-profiled and to which the alternatives mentioned herein will be applicable.
The new shares (including the underlying shares to the ADRs) to be issued as a result of the credits capitalization represented by the Perpetual Bonds, the Debentures and held by certain institutions against the Company and its subsidiaries in Brazil, according to the structure of the Plan approved herein, shall be issued at a private capital increase to be carried out by the Company at a price of twenty-five cents of Brazilian Reais (R$ 0.25) per share.
The Company also informs that in due course will present this structure to creditors mentioned herein and, if accepted the terms and conditions of the Plan, this will be submitted for approval by the Shareholders General Meeting of the Company.
After approval of the Plan by the Shareholders General Meeting, the Board of Directors shall decide on the conditions of the capital increase, issuance of new shares as well as of new debentures.
The Company will keep the market informed about new relevant events related to the information disclosed herein.
Lupatech by means of its Investor Relations Department is available for any clarifications through the contacts below.
Thiago Piovesan
IRO
Lupatech S.A.
Investor Relations - Contacts
Telephone: +55 (11) 2134-7000 or +55 (11) 2134-7089 E-mail: [email protected]
Magari qualcuno che mastica bene i termini anglo finanziari ci può delucidare su quella che è la proposta.
LUPATECH S.A.
Corporate Taxpayer's ID (CNPJ/MF): 89.463.822/0001-12
Company Registry (NIRE): 35.3.0045756-1
Publicly-held Company - BM&FBOVESPA Novo Mercado
MATERIAL FACT
Nova Odessa, November 5th, 2013 - Lupatech S.A. (BM&FBOVESPA: LUPA3) (OTCQX: LUPAY) (Lupatech Finance LTD 97/8 Perpetual Notes: ISIN USG57058AA01) ("Lupatech"), one of the biggest Brazilian suppliers of products and services for the oil and gas industry, announces to shareholders and the market in general that, as reported in material facts published on April 10, May 10 and July 11, 2013, the Company has been working to balance its debt and capital structure and, in order to continue the process, the Board of Directors approved on this date the plan to restructure the financial debt, capital structure and indebtedness of the Company and its subsidiaries (the "Plan" and "Lupatech Group"). The structure and the main conditions of the Plan described herein will be submitted to the Company's financial creditors, debenture holders, bondholders and institutions, as described below, and, once accepted, the Plan will be subject to approval by an extraordinary shareholders general meeting called for that purpose and its terms will be properly disclosed.
The purpose of the Plan is to uplift the Group Lupatech through the following assumptions: (i) the renegotiation of the debt represented by the perpetual bonds issued by Lupatech Finance Limited, a wholly-owned subsidiary of the Company, duly updated and indexed ("Perpetual Bonds"), (ii) the renegotiation of the debt represented by the convertible debentures issued by the Company also updated and indexed ("Debentures"), (iii) the re-profiling of the financial debt of the Company and its subsidiaries in Brazil with certain institutions that hold credits against the Company, under conditions appropriate to the Company's financial capacity, and (iv) the possibility of conversion of debt into equity at the discretion of the holders of Perpetual Bonds, Debentures and institutions that owe credits against the Company and its subsidiaries in Brazil, as described below. In order to bind all holders of Perpetual Bonds to the renegotiation of the debt represented by Perpetual Bonds, pursuant to the Plan, is required presentation by the Company of a pre-packaged reorganization plan, which must be accepted by holders of Perpetual Bonds representing more than 3/5 (three fifths) of the total amount of outstanding Perpetual Bonds on the date of its execution. The pre-packaged reorganization plan will bind only upon the class of holders of Perpetual Bonds, provided that will not cover any other class of creditors of the Company or the Group Lupatech.
According to the Plan structure proposal, the holders of Perpetual Bonds will receive in payment for their credits, which on this date correspond to the amount of two hundred and ninety-eight million US dollars (US$298 million) (i) the right to subscribe for American Depositary Receipts ("ADRs") representing each one a common share issued by the Company, given that such American Depositary Receipts will neither be listed on any stock exchange in the U.S. nor registered with the Securities and Exchange Commission of the United States of America, through capitalization of eighty five percent (85 %) of the credits of the Perpetual Bonds; and (ii) the new notes to be issued in a foreign jurisdiction in US dollars representing the amount corresponding to the remainder of the credits referred to in item (i), corresponding to fifteen percent (15%) of the updated amount of the outstanding Perpetual Bonds on the date of the Plan´s execution including accrued and unpaid interest, levied by conventional interest of three percent (3 %) per year, given that the interest due within the two (2) initial years will be added to the principal to be paid off over five (5) years as of the third (3rd) year (the "New Notes").
The holders of Debentures will receive in payment for their credits, which on this date consist of the approximate amount of three hundred and eighty-three million Brazilian Reais (R$383 million) as applicable (i) the right to subscribe for new shares issued by the Company through capitalization of eighty five percent (85 %) of the credits of the Debentures; and (ii) of new debentures to be issued by the Company in Brazil representing the amount corresponding to the remainder of the credits referred to in item (i), corresponding to fifteen percent (15%) of the total debt represented by the Debentures, including accrued and unpaid interest and indexation, levied by conventional interest corresponding to the accrued variance of one hundred per cent (100%) of the daily average rates of DI - Interbank Deposit of one day "over extra group", expressed in the percentage form per year, two hundred and fifty-two (252) business days basis, given that the interest due within the two (2) initial years will be added to the principal to be paid off over five (5) years as of the third (3rd) year.
With regard to re-profiling of the financial debt of the Company and its subsidiaries in Brazil with certain financial institutions, the Plan has the following conditions: (i) debt group in the total amount of approximately fifty million Brazilian Reais (R$50 million) on the date the Plan is approved by the Shareholders Meeting, with collateral will be re-profiled to be paid in six (6) years; and (ii) debt group in the approximately total amount of one hundred and eighty million Brazilian Reais (R$180 million) on the date the Plan is approved by the Shareholders Meeting with unsecured collateral or partial covered will be re-profiled levied by conventional interest of three per cent (3 %) per year, with a grace period of four (4) years regarding principal and interest, and to be paid in eight (8) years or, alternatively, the possibility of each financial institution to capitalize their credits under the same conditions applicable to the Debentures capitalization. In addition, the Plan lists other less representative credits, compared to the before-mentioned ones, held against other institutions that will be re-profiled and to which the alternatives mentioned herein will be applicable.
The new shares (including the underlying shares to the ADRs) to be issued as a result of the credits capitalization represented by the Perpetual Bonds, the Debentures and held by certain institutions against the Company and its subsidiaries in Brazil, according to the structure of the Plan approved herein, shall be issued at a private capital increase to be carried out by the Company at a price of twenty-five cents of Brazilian Reais (R$ 0.25) per share.
The Company also informs that in due course will present this structure to creditors mentioned herein and, if accepted the terms and conditions of the Plan, this will be submitted for approval by the Shareholders General Meeting of the Company.
After approval of the Plan by the Shareholders General Meeting, the Board of Directors shall decide on the conditions of the capital increase, issuance of new shares as well as of new debentures.
The Company will keep the market informed about new relevant events related to the information disclosed herein.
Lupatech by means of its Investor Relations Department is available for any clarifications through the contacts below.
Thiago Piovesan
IRO
Lupatech S.A.
Investor Relations - Contacts
Telephone: +55 (11) 2134-7000 or +55 (11) 2134-7089 E-mail: [email protected]
Magari qualcuno che mastica bene i termini anglo finanziari ci può delucidare su quella che è la proposta.