Berlin, 01.12.2023
As previously announced on 22 November 2023, Tele Columbus AG (the “Company”) and all members of an ad hoc group of its financial creditors (the “Ad-Hoc Group”) have entered into a lock-up agreement, appending a commercial term sheet, pursuant to which, among other matters, such creditors have agreed to support an extension of maturities of the debt and provide their consents to the Preliminary SSN Consents and SFA Consent Request (as defined below), in connection with the contribution by the Company’s indirect shareholder of €300 million of equity (the “Lock-Up Agreement”).
The Company requests lenders under the SFA (the “Lenders”) and holders of the SSNs (the “Noteholders”) to accede to the Lock-Up Agreement as soon as possible, instructions for which are contained in the press release dated 22 November 2023. Noteholders and Lenders who accede to the Lock-Up Agreement by 12 December 2023 will be eligible to receive the Early Consent Fee and the Late Consent Fee, as defined in the Lock-Up Agreement.
As an initial step of the Transaction, the Company has also launched (i) a consent solicitation in relation to the SSNs and (ii) a consent request in relation to the SFA seeking consents from the Noteholders and Lenders to, among other things, extend the grace period for the non-payment of interest under the SSNs and provide waivers for any defaults that may arise as a result of the Company implementing the Transaction (the “Preliminary SSN Consents” and “SFA Consent Request” (as applicable)).
We are pleased to announce that by majority Noteholder consent, certain documentary amendments (the “Majority Consent Proposals” as defined in the consent solicitation) have been implemented in respect of the SSNs by a supplemental indenture, including an extension of the grace period for the non-payment of interest under the SSNs.
We would like to announce that the consent deadline for the Preliminary SSN Amendments, which was originally 1 December has been extended further to 12 December, 2023. For a detailed description, please refer to this link: CLICK HERE
The Company requests any Lenders or Noteholders who have yet to consent to the Preliminary SSN Consents and SFA Consent requests do so as soon as possible.
In addition, and to aid Lenders and Noteholders in deciding to accede to the Lock-Up Agreement, the Company will be hosting a Management Call on Tuesday, 5 December 2023 at 9:00am GMT (10:00am CET) to give a brief summary of the current performance, business plan and contemplated transaction and also answer key investor questions. If you wish to attend the call, please follow the instructions below to register yourself. We request Noteholders and Lenders to submit questions you would like to be answered on the Management Call to the Company’s Investor Relations by no later 8:00am GMT (9:00am CET) Monday, 4 December 2023.
To participate in the Management Call, please register using the link below to:
Registration Link: https://www.netroadshow.com/events/login?show=b554cc15&confId=58562
- Avoid wait time – Bypass speaking with an operator to join the call
- Receive a Calendar Invitation with call access details including your unique PIN
Disclaimer
This press release has been prepared by the Group solely for informational purposes and does not constitute, and should not be construed as, an offer or invitation to sell or issue securities or otherwise constitute an invitation or inducement to any person to become a member of, to apply for, exchange, purchase, underwrite, subscribe to or otherwise acquire securities in or issued by any Group entity or any other person. This announcement has been prepared by the Group for information purposes only, and no recommendation is being made as to whether holders of the Notes should consent to the Transaction. If any holder of the Notes is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Transaction, it is recommended to seek its own financial, accounting and legal advice, including as to any tax consequences, immediately from its stockbroker, bank, manager, solicitor, accountant or other independent financial, legal or tax adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to consent to the Transaction. Any deadlines set by any intermediary or clearing system may be earlier than the deadlines specified in the Transaction. None of the Company, the guarantors under the indenture governing the Notes, the trustee, the Information and Tabulation Agent or any person who controls, or is a director, officer, employee, agent of any such person, or any affiliate of any such person makes any recommendation whether holders of the Notes should consent to the Transaction and assumes any liability in relation to the Transaction. This press release does not constitute (i) a tender or exchange offer for, or an offer to sell, or a solicitation of an offer to buy, the Notes or (ii) an offer of, an invitation to offer, or a solicitation of an offer to buy, securities for sale in the United States or any other jurisdiction. The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. Statements included in this announcement that are not a description of historical facts constitute forward-looking statements, notwithstanding that such statements are not specifically identified. Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict and outside of the control of the management of the Group. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. We have based these assumptions on information currently available to us, and if any one or more of these assumptions turn out to be incorrect, actual market results may differ from those predicted. While we do not know what impact any such differences may have on our business, if there are such differences, our future results of operations and financial condition could be materially adversely affected. You should not place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made. The Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Neither the Group nor any of its advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this press release or its contents. The information contained in this press release does not constitute investment advice.
