As announced on July 5, 2022, ProCredit Holding AG & Co. KGaA (“the Company”) has asked for the consent of its creditors to amend the terms of certain fixed rate debt instruments of the Company (bearer bonds, registered bonds, promissory notes and a non-subordinated loan, together “Debt Instruments”). In total, the Company had asked creditors of Debt Instruments with a total nominal amount of EUR 289.5 million to consent to the suspension of the extraordinary termination right. The consent rate across relevant debt instruments is currently 76% (total nominal amount EUR 221 million; for the determination of this consent rate, the still necessary implementation of the agreements and consents of the creditors through the adjustment of security certificates as well as publication and registration obligations are not taken into account).
The terms of the relevant Debt Instruments of the Company contain event of default provisions which give investors the right to call respective instrument for, amongst other things, early redemption in the event of (i) a payment default by the Joint Stock Company “ProCredit Bank”, Ukraine (“ProCredit Bank Ukraine”) with payment obligations in excess of certain threshold amounts, or (ii) the insolvency or similar events with respect to ProCredit Bank Ukraine.
By majority resolutions on the basis of the German Act on Debt Securities of 2009 (“SchVG”), the holders of the following bearer bonds in an aggregate nominal amount of EUR 95 million have agreed to suspend the aforementioned extraordinary right of termination until July 1, 2024 (or, if the final maturity date is before July 1, 2024, until the respective final maturity date): DE000A289FD2, DE000A2TR851, DE000A3E47A7, DE000A0N37P3 and DE000A161YW4. The majority of the holders further resolved upon the commitment of the Company to increase the exposure of the Group into ProCredit Ukraine by up to EUR 50 million and to use funds in an amount equal to the nominal amount of the bonds in accordance with its Green Bond Framework of October 2018 (to the extent that this was not yet provided for). The effectiveness of the resolutions is subject to the requirements regulated in the SchVG, in particular the expiry of a contestation period and the adjustment of securities certificates.
The amendment of the terms and conditions of the bearer bonds shall be made against payment of a resolution fee to the holders who participated in the resolutions in the amount of 0.5% per annum on the nominal amount instructed, provided that participating holders of instruments maturing prior to July 1, 2024 will receive the fee in proportion to the remaining term to maturity and participating holders of instruments maturing on or after July 1, 2024 will receive a maximum of 1.0% on the nominal amount instructed; payment of the fee is subject to the legally effective implementation of the resolved amendments.
The necessary quorum for an amendment of the terms and conditions of the bonds with ISIN DE000A1R0R69 was not reached. The Company is considering further options.
In addition, the Company has entered into contractual agreements with other creditors of other bearer bonds and the other Debt Instruments in order to make content wise identical amendments to the terms of the instruments with these creditors on equal terms. The Company is in discussions with further creditors regarding additional consents.
Contact:
Christian Edgardo Dagrosa, Reporting & Controlling und Investor Relations, ProCredit Holding, Tel.: +49 69 951 437 218, E-mail: Christian.Dagrosa@procredit-group.com
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.
Forward-looking statements
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.