EQS-Adhoc: Metalcorp Group agrees transaction framework on a consensual restructuring and recapitalisation of the Group

Metalcorp Group agrees transaction framework on a consensual restructuring and recapitalisation of the Group

Luxembourg, June 15, 2023 – Metalcorp Group S.A. (the “Company” and together with its subsidiaries the “Metalcorp Group”) announces that it has agreed a transaction framework with an ad hoc group of 2026 Noteholders (the “2026 AHG”) and certain 2023 Noteholders as well as the 2023 Common Representative on a consensual restructuring and recapitalisation of the Company and Metalcorp Group (the “Transaction”).

1. The Transaction involves the assumption of debt under both bonds by Ferralum Metals Group S.A. (“Ferralum”, and together with the former BAGR group companies and the yet to be established companies above Ferralum “Ferralum Group”) as consideration for the acquisition of the Company’s Aluminium and Bulk and Ferrous Sub-Group. In addition, key terms for the provision of new capital to Metalcorp Group  have been agreed. All Noteholders  can participate in the New Money Facility .
2. The key terms are as follows:

• Business Separation

The Aluminium and Bulk and Ferrous Business which has been acquired by Ferralum and which includes the aluminium recycling plants in Berlin (BAGR) and Stockach, the ferrous trading entity Steelcom and a 38.7% stake in Italiana Coke will operate as independent entity majority owned by the management via Ferralum. However, those bondholders who are willing to provide new money will, via a newly founded entity, receive a 49% stake in Ferralum which can be acquired by the management at certain conditions at a later stage. There will be a new set of corporate governance rules protecting the participating bondholders

The Metals and Concentrates Sub-division, which includes the bauxite mines in Guinea and the trading entity Tennant Metals, will consolidate below a newly formed entity below the Company. The assets of this sub-division shall be sold over time with the net proceeds being distributed to the noteholders.

• Restructuring of the existing Metalcorp 2023 and 2026 bonds

The existing 2023 and 2026 Metalcorp bonds will be exchanged into the following new instruments:

(i) a right to subscribe for new 1^st lien secured notes (i.e. new money notes of MCOM Investments Limited, a subsidiary of Ferralum, in the nominal amount of between €12.5 and €25 million which is intended to be used, among other things, for the settlement of outstanding claims including transaction fees and expenses. 

Participation in the new money component is available to all noteholders of the 2023 and the 2026 bonds if the proposed resolutions to restructure those bonds are adopted and the final documentation is agreed. The new money component will be based on the terms of a securities prospectus that will be published in due course;

(ii) € 66 to € 85 million of new secured 2^nd lien notes to be issued by FERRALUM, the amount depending on the issuance volume of the new money notes with security ranking below the new money notes;

(iii) € 100 million new secured notes to be issued by a new direct subsidiary of METALCORP Group S.A. to be incorporated in Luxembourg;

(iv) UP to € 235 million new secured notes to be issued by the same new direct subsidiary of METALCORP Group S.A. with security ranking below the new € 100 million notes;

(v) shares in a new company to be incorporated in Luxembourg, which will indirectly hold 49% of the shares in Ferralum; the shares will be issued to those noteholders who elect to provide new money.

The Transaction will be implemented in principal through noteholder votes be held on 16-Jun (2023 notes) and the vote of the 2026 Notes as soon as possible and includes a number of inter-creditor elements which will see the sub-groups separated and positioned for success.

The Transaction is expected to be completed as soon as practicable with completion targeted prior to August 2023.

The Company also wants to update investors on the insolvency quota simulation provided by Wieselhuber & Partner GmbH. Wieselhuber came to the conclusion that in the event of an insolvency of Metalcorp Group S.A., noteholders in both the 2023 and the 2026 bonds would receive approx. 4.4% of their invested capital.

For further information:
Better Orange IR & HV AG
Frank Ostermair, Linh Chung
+49 89 8896906-25
metalcorp@better-orange.de

Metalcorp Group S.A.
Anouar Belli
+352 2799 0145 55
abelli@metalcorpgroup.com

1658461  15-Jun-2023 CET/CEST