ProCredit Holding AG & Co. KGaA (ProCredit) seeks to amend the terms and conditions of a part of its outstanding debt instruments, either by majority resolutions of the respective holders or by contractual agreements.
ProCredit decided to make a consent offer to holders of certain fixed-income instruments (bearer bonds, registered bonds, certificated loan agreements (Schuldscheindarlehen) and a senior loan) maturing after FY2022, to amend the terms and conditions of these instruments. These fixed-income instruments contain covenants which give investors the right to call the instruments for early redemption in the event of (i) a payment default by a Material Subsidiary (as defined below) of the Issuer with payment obligations in excess of certain threshold amounts (usually EUR 10 million), or (ii) the insolvency or similar events with respect to a Material Subsidiary. A Material Subsidiary is usually defined by the bond terms and conditions and in the loan agreements as any subsidiary of ProCredit which, according to the most recent audited consolidated financial statements of ProCredit, represents at least 10% of the revenues and/or assets of the ProCredit group. ProCredit’s subsidiary Joint Stock Company “ProCredit Bank”, Ukraine (“ProCredit Bank Ukraine”) qualifies as a Material Subsidiary under the terms of the aforementioned instruments.
It is proposed that ProCredit Bank Ukraine would not be treated as a Material Subsidiary for the purposes of the early redemption clauses of said instruments for the duration of two years. The amendment is envisaged to be by contractual agreement with the holders of the instruments, or in case of bearer bonds, also by majority resolutions of the holders. ProCredit intends to offer participating holders a consent resolution fee of 0.5% p.a. on the nominal amount instructed, with participating holders who hold instruments maturing earlier than 1 July 2024 receiving the fee proportionally to the remaining term to maturity, and participating holders who hold instruments maturing on or after 1 July 2024 receiving a maximum of 1.0% on the nominal amount instructed, subject to amendments being successfully implemented. The fee would be paid as a lump sum at the time of effectiveness of the amendment.
The terms and conditions of the following outstanding bearer bonds are sought to be amended by way of such consent offer:
– EUR 30 million bond due 2023, ISIN: DE000A289FD2,
– EUR 30 million bond due 2024, ISIN: DE000A3E5LD7,
– EUR 25 million bond due 2027, ISIN: DE000A0N37P3,
– EUR 20 million bond due 2030, ISIN: DE000A161YW4,
– EUR 15 million bond due 2025, ISIN: DE000A3MP7Z1,
– EUR 11 million bond due 2023, ISIN: DE000A289E87,
– EUR 10 million bond due 2025, ISIN: DE000A3E47A7,
– EUR 10 million bond due 2024, ISIN: DE000A2YN7F2,
– EUR 7 million bond due 2024, ISIN: DE000A2YN017,
– EUR 10 million bond due 2024, ISIN: DE000A2TR851, and
– EUR 5 million bond due 2023, ISIN: DE000A1R0R69.
Finally, the following additional series of registered bonds (Namensschuldverschreibungen), promissory notes (Schuldscheindarlehen) as well as one loan (Darlehen) is subject to the consent offer:
– EUR 10 million due August 2023,
– EUR 10 million due January 2024,
– EUR 3 million due November 2024,
– EUR 10 million due December 2024,
– EUR 6.5 million due July 2025,
– EUR 5 million due August 2026,
– EUR 5 million due December 2026,
– EUR 5 million due February 2027,
– EUR 5 million due September 2029,
– EUR 2 million due April 2030,
– EUR 15 million due December 2030,
– EUR 10 million due January 2023,
– EUR 5 million due February 2034,
– EUR 5 million due September 2034,
– EUR 10 million due March 2041, and
– EUR 10 million due June 2023.
With the consent offer, ProCredit Holding aims to increase the amount of stable funding in its stress scenarios related to a hypothetical default event of its bank in Ukraine, in line with the group’s prudent risk management approach. Management assesses the risk of default of ProCredit Bank Ukraine currently as low but wishes to address any potential tail-risk scenarios pro-actively. Depending on the volume of bonds for which the offer is accepted, Management anticipates a low single-digit million per annum impact on its funding costs over the next 24 months.
Since the onset of the war of aggression against Ukraine, ProCredit Bank Ukraine has remained fully operational. Close to 95% of its staff is working from locations in and outside Ukraine. Its data centre has been transferred to Germany and key functions, such as the bank’s contact centre or the processing of card transactions, are being performed from outside Ukraine. After recognising loss allowances of EUR 35.3 million in Q1 2022, ProCredit Bank Ukraine remains well capitalised, with a CET1 buffer of 5.8 percentage points above requirements as of 31 May 2022. ProCredit Bank Ukraine’s liquidity is currently above pre-war levels. The bank also resumed its lending activities only shortly after the war began, growing its loan portfolio by approximately 4% since the start of the invasion. During this time, the bank has financed above all the country’s vital agricultural sector, for which it receives critical support from the Ukrainian National Bank and the European Bank for Reconstruction and Development in the form of guarantee programmes.
The Management also highlights that the remaining ProCredit banks continue to perform well, with the majority displaying visibly improved key performance indicators (return-on-equity and cost-income ratio) with respect to previous years and maintaining their cost-of-risk indicators at low levels.
The ProCredit group’s half-year financial report will be published on 11 August 2022 and will be made available on the ProCredit Holding website under Investor Relations at https://www.procredit-holding.com/en/investor-relations/reports-publications/financial-reports/.
Holders of the instruments can contact Goldman Sachs Bank Europe SE (+44 20 7774 4836; E-mail: email@example.com) for further information access to Netroadshow presentations.
For debt investors
Martin Godemann, Group Funding, ProCredit Holding, Tel.: +49 69 951 437 160,
For equity investors
Christian Edgardo Dagrosa, Reporting & Controlling and Investor Relations, ProCredit Holding, Tel.: +49 69 951 437 218,
About ProCredit Holding AG & Co. KGaA
ProCredit Holding AG & Co. KGaA, based in Frankfurt am Main, Germany, is the parent company of the development-oriented ProCredit group, which consists of commercial banks for small and medium enterprises (SMEs). In addition to its operational focus on South Eastern and Eastern Europe, the ProCredit group is also active in South America and Germany. The company’s shares are traded on the Prime Standard segment of the Frankfurt Stock Exchange. The anchor shareholders of ProCredit Holding AG & Co. KGaA include the strategic investors Zeitinger Invest and ProCredit Staff Invest (the investment vehicle for ProCredit staff), the Dutch DOEN Participaties BV, KfW Development Bank and IFC (part of the World Bank Group). As the group’s superordinated company according to the German Banking Act, ProCredit Holding AG & Co. KGaA is supervised on a consolidated level by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and the German Bundesbank. For additional information, visit: www.procredit-holding.com.
This press release contains statements relating to our future business development and financial performance, as well as statements relating to future actions or developments affecting ProCredit Holding which may constitute forward-looking statements. Such statements are based on the management of ProCredit Holding’s current expectations and specific assumptions, many of which are beyond the control of ProCredit Holding. They are therefore subject to a multitude of risks, uncertainties and factors. Should one or more of these risks or uncertainties materialise, or should underlying expectations or assumptions prove incorrect, then the actual results, performance and achievements (both negative and positive) of ProCredit Holding may differ significantly from those expressed or implied in the forward-looking statement. Beyond the legal requirements, ProCredit Holding does not undertake any obligation to update these forward-looking statements or to correct them in the event of deviations from the expected development.