Singapore’s Ezion gets holder support to amend six note series Monday

By Susanna Moon

Chicago, Nov. 20 – Ezion Holdings Ltd. said it that it secured the needed consents to amend six series of notes at meetings held Monday.

Ezion will execute supplemental trust deeds to amend the notes, according to a company notice.

Holders tendered votes in favor of the proposed amendments as follows:

• 418, or 98.82%, of the series 003 S$110 million 4.7% notes due 2019 with 96.14% quorum;

• 187, or 93.5%, of the series 004 S$60 million 4.6% notes due 2018 with 83.33% quorum;

• 184, or 97.87%, of the series 005 S$50 million 4.85% notes due 2019 with 95% quorum;

• 194, or 96.52%, of the series 006 S$55 million 5.1% notes due 2020 with 91.82% quorum;

• 499, or 94.87%, of the series 007 S$150 million 4.875% notes due 2021 with 88.63% quorum; and

• 538, or 95.73%, of the series 008 S$150 million 7% subordinated perpetual securities with 93.67% quorum.

Holders made elections for the following amounts:

• S$92 million, or 16%, for refinancing series A non-convertible bonds;

• S$333 million, or 57.91%, for refinancing series B convertible bonds;

• S$30.5 million, or 5.3%, for refinancing series C non-convertible bonds; and

• S$119.5 million, or 20.78%, for retaining amended series 008 securities.

The company said on Oct. 30 that it will call the notes if it secured refinancing commitments from all of its secured bank lenders.

The notes would be called within 30 days of obtaining shareholder approval at a meeting.

The refinancing conditions deadline is March 31, 2018.

The refinancing redemption amount would be payable in the form of refinancing series B convertible bonds to be issued at a price of par or refinancing series A non-convertible bonds to be issued at par.

If the issuer does not receive any notice of election, it said it will pay the refinancing redemption amount in the form of refinancing series B convertibles.

Ezion said it also is adding that the proposed amendments to the notes for the coupon rate, interest payment dates and the form of interest payment will revert to the original provisions.

The company said on Oct. 23 that it was asking for holder approval to amend six series of notes to reduce the interest rate for the notes or distribution rate for the perpetual securities.

In exchange, the issuer was proposing two separate options for the five series of notes and two options for its perpetual securities.

Ezion was asking for waivers for its series 003 securities, series 004 securities, series 005 securities, series 006 securities and series 007 securities as well as to add an additional call option to redeem all of the note series, payable in the form of an equivalent principal amount of refinancing series B convertible bonds, according to a previous company announcement.

For the series 008 securities, the issuer is seeking to amend the step-up distribution provision, to waive the non-payment of distribution on the securities, to allow the securities to be convertible and to add a call option to provide that if the securities become convertible, the notes will be putable with payment in the form of an equivalent principal amount of refinancing series C non-convertible bonds.

The refinancing series A non-convertible bonds, the refinancing series B convertible bonds and the refinancing series C non-convertible bonds will each be issued as a stand-alone issue of securities and not as a separate series under the note program.

“I am both humbled and thankful that securityholders holding bonds and securities valued at more than S$500 million, across our six series of bonds have given overwhelming support for Ezion’s refinancing proposal,” Chew Thiam Keng, the company’s chief executive officer, said in the press release.

“Their votes of confidence have given the company the much-needed safe harbour as we sail into the winds of sectorial recovery. The best way we can demonstrate our gratitude to them is to steer, pilot and guide Ezion to harness the reviving business opportunities, especially for our liftboats, such that we can not only restore but also enhance value for the securityholders as well as other stakeholders, including bank lenders and shareholders.”

The early consent fee will be 6,000 shares for each S$250,000 principal amount for voting instructions sent by Nov. 15 issued at a price of S$0.2763 per share.

The issuer is offering the following options for the series 003 securities, series 004 securities, series 005 securities, series 006 securities and series 007 securities:

• New 0.25% seven-year series A bonds with 6% redemption premium, which are callable after five years at a premium; and

• New 0.25% six-year series B convertible bonds with five-year conversion period, which are callable at par if less than 10% of the bonds remain outstanding.

The conversion price will be S$0.2487 with a 10% discount to initial conversion price for the first 60 days and S$0.2763 afterward.

After the sixth month, the conversion price will be reset every six months.

To get the bonus warrants, series B bonds must be converted in tranches of S$50,000.

The warrants are exercisable at S$0.2763 per warrant, which is a 10% discount to six-month volume weighted average price for 24 months.

For the series 008 notes, the options are as follows:

• New 0.25% 10-year series C bonds with 7.5% redemption premium, which are callable after five years at a premium; and

• Amended 0.25% perpetual series 008 convertible securities with 1% coupon step-up after seven years with call option at par after seven years.

The conversion price will be S$0.2487 with a 10% discount to initial conversion price for the first 60 days and S$0.2763 afterward.

The warrants are exercisable at S$0.2763 per warrant, which is a 10% discount to six-month volume weighted average price for 24 months.

The meeting agent is Tricor Singapore pte. Ltd., trading as Tricor Barbinder Share Registration Services, (65 6236 3550/3555 or IS.Corporateactions@sg.tricorglobal.com).

Singapore-based Ezion specializes in marine logistics and support for the offshore oil and gas industries.

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