European TopSoho S.à r.l.: €250 Million 4% Secured Guaranteed Bonds Due 2021 Exchangeable into Shares of SMCP S.A. (ISIN XS1882680645)

European TopSoho S.à r.l.:
 

€250 Million 4% Secured Guaranteed Bonds Due 2021

Exchangeable into Shares of SMCP S.A.

(ISIN XS1882680645)

LUXEMBOURG - Media OutReach - 17 June 2021 - European TopSoho S.à r.l. (the "Company" and, together with its holding companies and subsidiaries, the "Group") announces information in relation to its €250 million 4% secured guaranteed bonds due 2021, exchangeable into shares of SMCP S.A. (ISIN XS1882680645) (the "Bonds").

Reference is made to (1) the trust deed dated 21 September 2018 between the Company, the Guarantor and BNP Paribas Trust Corporation UK Limited relating to the Bonds (the "Trust Deed"); and (2) the announcements of the Company dated 18 January 2021 and 8 March 2021 (the "Announcements"). Unless otherwise defined, capitalised terms in this announcement will have the same meaning as those defined in the Trust Deed and the Announcements, as applicable.

Further to the Announcement of the Company dated 8 March 2021, the Company, together with its advisers, has been engaged in on-going dialogue with the Ad Hoc Group and its advisers with respect to implementation of the Proposed Transaction referred to in such Announcement.

The Company is pleased to announce that it has agreed with the Ad Hoc Group and its advisers the implementation of the Proposed Transaction. However, as the Company was not able to satisfy the necessary conditions for the Proposed Transaction in a timely manner, the terms agreed with the Ad Hoc Group differ in certain respects to the summary terms provided in the Announcement dated 8 March 2021.

A summary of the terms agreed with the Ad Hoc Group in respect of the Bonds is therefore set out below. These terms have been implemented by way of an Extraordinary Resolution by way of written resolution passed on 17 June 2021 pursuant to the Conditions of the Bonds (the "Extraordinary Resolution") and are immediately effective (referred to herein as the "Transaction").

Summary of the Transaction

The Transaction includes amendments to the Conditions, the Trust Deed and certain other documentation in connection with the Bonds and the entry into of documentation ancillary thereto. A copy of the supplemental trust deed dated 17 June 2021 entered into for the purposes of implementing the Transaction is appended to this announcement (the "Supplemental Trust Deed").

The summary terms of the Transaction are as follows, which is qualified in its entirety by reference to the contents of the Supplemental Trust Deed:

Certain undertakings by the Company

Certain undertakings by the Company have been provided, including (i) to prohibit dividends and other specified payments by the Company, (ii) to maintain its centre of main interest (as that term is used in Article 3(1) of Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast)) in Luxembourg, (iii) to publish its audited financial statements for the 2020 financial year by no later than 30 June 2021, (iv) to pay certain costs and expenses incurred in connection with the Transaction, (v) to promptly notify the Trustee if any other security interest is granted in respect of the Shares which are held by the Company but which are not already subject to the security constituted by the Trust Deed and (vi) upon the election of the Bondholders holding in excess of one half in principal amount of the Bonds, to provide periodic updates on the refinancing process for the Bonds.

In addition, the Company has confirmed that all SMCP shares that it holds which do not comprise part of the security for the Bonds are not otherwise subject to any mortgage, charge, pledge, lien, encumbrance or other security interest securing the obligation of, or any declaration of trust in favour of, any person, or any other agreement or arrangement having a similar effect

Disapplication of Events of Default and certain other provisions insofar as they relate to the Guarantor

The Guarantor will remain the sole guarantor under the Bonds, but (1) the Events of Default listed at Conditions 14(a)(i) to 14(a)(v) of the Trust Deed have been amended such that certain circumstances affecting and/or relevant to the Guarantor will not result in an Event of Default under the Bonds; and (2) certain other covenants in the Trust Deed shall be disapplied insofar as they relate to the Guarantor.

If the Guarantor is subject to an insolvency or similar event, the Trustee may, among other things, declare that an amount equal to all amounts that are or would be payable in respect of the Bonds and the Trust Deed by the Company if a Default Notice had been delivered or the Bonds otherwise became automatically due and payable shall be immediately due and payable by the Guarantor as a principal obligor and prove in such insolvency or similar event as a creditor in respect of such amount, however, none of the foregoing will entitle the Trustee to declare that the Bonds have become immediately due and payable, or otherwise issue a Default Notice or give rise to an Event of Default, and all amounts actually recovered from the Guarantor further to the carrying out of any such action shall be applied by the Trustee in accordance with Clause 7 of the Trust Deed.

Ad Hoc Group Transaction Payment and Deferred Fee

If the Bonds have not been repaid or redeemed or otherwise purchased and cancelled, in each case in full, on or prior to the date falling five Business Days after the Maturity Date, the Company shall pay (or procure the payment of) (i) to the Ad Hoc Group, an amount of EUR 5,000,000 and (ii) to all Bondholders, an amount equal to 2 per cent. of the principal amount of the Bonds then outstanding.

Waivers of defaults and withdrawal of outstanding Default Notices

Any alleged and/or actual Events of Default and Potential Events of Default, which may have arisen in respect of the circumstances set out in Clause 7(a) of the Supplemental Trust Deed, have been waived. All outstanding Default Notices shall be withdrawn and the Trustee shall take such reasonable further steps and notify such further parties as are required to give effect to such withdrawal.

Appointment of GLAS SAS (London Branch) as Trustee

The Company has agreed to recognise the appointment of GLAS SAS (London Branch) as trustee under the Bonds.

The Company notes that GLAS SAS (London Branch), acting on the instructions of the Ad Hoc Group, has filed proceedings against the Company and the guarantor of the Bonds in the High Court of Justice in England to seek declaratory relief that it has been validly appointed as trustee under the Trust Deed. As part of the agreement reached between the Company and the Ad Hoc Group, GLAS SAS (London Branch) has agreed to discontinue those proceedings.

New Company call option and extension of permitted indebtedness

The Company shall be permitted to redeem the Bonds in advance of the Maturity Date, subject to prior notice, at the Early Redemption Settlement Amount. The scope of indebtedness which is permitted to be incurred for the purposes of refinancing the Bonds will be broadened.

Subordinated Indebtedness of the Company and related matters

The Company shall be permitted to incur subordinated indebtedness, as defined in Clause 4.6(c) of the Supplemental Trust Deed. Further to the foregoing, GLAS SAS (London Branch) as Trustee, the Company, and certain other original subordinated parties have also entered into the Subordination Agreement for the purposes of subordinating certain amounts of indebtedness to the Bonds.

TRUST DEED

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