Century Sunshine gets votes approving redemption of 7.2% notes

By Marisa Wong

Morgantown, W.Va., June 1 – Century Sunshine Group Holdings Ltd. said holders of its 7.2% notes due 2018 voted in favor of the extraordinary resolution presented at the noteholders’ meeting held on May 31.

As a result, the company will enter into a supplemental trust deed allowing it to call all or some of the outstanding notes.

As previously announced, the company solicited consents to amend the terms of the notes so that they can be redeemed starting on June 4 at a reduced price – 102.85% of par plus accrued interest – on at least seven days’ notice.

The consent solicitation was conducted alongside an exchange offer that began on May 9 and ended at 4 a.m. ET on May 29.

As of the expiration of the offer, the company received tenders for S$38.25 million principal amount, or 30.6%, of its S$125 million of 7.2% notes due 2018, according to a prior announcement.

Holders who tendered their notes were deemed to have given consents.

However, holders also had the option to submit consents without tendering their notes. Holders of S$72.5 million principal amount, or 58.0%, of the notes submitted instruction forms to have their votes cast in favor of the amendment but did not tender their notes for exchange.

In total, holders of 88.6% of the notes submitted instructions to vote in favor of the amendment at the bondholder meeting.

Based on the voting instructions received as of May 29, the company expected that the quorum required for the meeting would be met and that the amendment would be approved.

On Thursday, the company said it expects to pay the consent fee to eligible holders on June 5.

The consent fee is 0.75% for consents delivered by the early deadline, 4 a.m. ET on May 22, or 0.50% for consents delivered after that point.

In the exchange offer, the company offered new 7% notes due 2020 in exchange for the 7.2% notes.

As an incentive to participate in the exchange, Century Sunshine offered an exchange premium of 2.85% of the principal amount.

Based on the exchange premium and accrued interest from June 4 to the settlement date, June 5, the aggregate cash amount payable for the notes accepted for exchange is S$1,097,670.96.

The company is also selling new notes with the same terms for cash under its S$300 million multicurrency medium-term note program.

In total, the company proposed to issue S$100 million of the new 7% notes due 2020, as previously announced.

Proceeds of the new cash notes will be used primarily for the redemption of existing notes and for general corporate purposes.

The exchange offer was intended to extend the company’s debt profile to support the capital investments needed under its strategy to expand in China.

Oversea-Chinese Banking Corp. Ltd. (+65 6722 2518 or liabilitymanagement@ocbc.com) acted as dealer manager.

After completion of the exchange, the principal amount of notes outstanding will be S$86.75 million.

Century Sunshine is a Hong Kong-based producer of magnesium and ecological fertilizers.

© 2015 Prospect News.
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