EQS-Adhoc: Metalcorp Group receives binding offer for BAGR Non-Ferrous Group GmbH and seeks bondholder consent for transaction and deferral of partial redemption payment due 31.03.2023

Metalcorp Group receives binding offer for BAGR Non-Ferrous Group GmbH and seeks bondholder consent for transaction and deferral of partial redemption payment due 31.03.2023

Luxembourg, 30 March 2023 – Metalcorp Group S.A. (the “Company” and together with its subsidiaries the “Metalcorp Group”) has received a finalised sale and purchase agreement from a bidder for the purchase of its shares in BAGR Non-Ferrous Group GmbH, the parent company of the Aluminium and Bulk and Ferrous Sub-Group, with the offer to enter into this agreement subject to certain conditions, including the consent of the requisite majority of the holders of the EUR 69,885,000 8.5% senior unsecured notes due 2023 (the “2017/2023 Bonds”) to roll over the 2017/2023 Bonds into the acquisition company on terms and conditions to be further negotiated. In light of this condition, the Company will convene a bondholder meeting for the 2017/2023 Bonds as soon as practicable to ascertain whether a roll over can be fulfilled or not and to seek a deferral of the EUR 8 million amortisation which shall not be paid on 31 March 2023.

In the meantime, the Company continues to explore all alternatives.

In addition, the Company has continued its dialogue with certain holders (the “Ad Hoc Group”) of the EUR 300,000,000 8.5% senior secured notes due 2026 (the “2021/2026 Bonds”). The members of the Ad Hoc Group executed a non-disclosure agreement and have received certain information. The Ad Hoc Group has indicated their desire to explore the willingness to provide funding to the operating entities.

Important information:
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities. The securities mentioned in this announcement have not been and will not be registered under the United States Securities act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.

If any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words 'will', 'expect', 'believe', 'estimate', 'intend', 'contemplate', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Metalcorp Group and the persons acting together with Metalcorp Group. Such forward-looking statements are based on current plans, estimates and forecasts which Metalcorp Group and the persons acting together with Metalcorp Group have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Metalcorp Group or the persons acting together with Metalcorp Group. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

For further information:
Anouar Belli
Metalcorp Group S.A.
abelli@metalcorpgroup.com

Patrick Handley, Tom Pigott
Brunswick
+44 (0) 20 7404 5959

Frank Ostermair, Linh Chung
Better Orange IR & HV AG
+49 (0) 89 8896906 25
metalcorp@better-orange.de

1597221  30-March-2023 CET/CEST