Frigoglass S.A.I.C. (“Frigoglass” or the “Company” and, together with its consolidated subsidiaries, the
“Group”), further to its announcements dated June 19, 2017 and July 6, 2017, announces today that the
scheme meeting (the “Scheme Meeting”) convened by its subsidiary, Frigoglass Finance B.V. (the “Issuer”),
was duly held on July 27, 2017.
Scheme creditors representing 87.53% in value of the total outstanding
€250,000,000 8.25% senior notes (the “Existing Notes”) participated in the Scheme Meeting (in person or
by proxy), and the voting results were as follows:
(a) 175 scheme creditors, representing 99.86% by value and 98.87% in number of those participating
in the Scheme Meeting voted in favour of the scheme of arrangement proposed by the Issuer (the
“Scheme”); and
(b) 2 scheme creditors, representing 0.14% by value and 1.13% in number of those participating in the
Scheme Meeting voted against the Scheme.
As a result, the Scheme was approved by the scheme creditors at the Scheme Meeting. Effectiveness of the
Scheme is subject to approval of the Court at a hearing that is scheduled to take place on August 1, 2017.
The Scheme includes the terms of the capital restructuring of the Group (the “Restructuring”) which are
more fully described in the Practice Statement Letter mentioned in the announcement dated June 19, 2017
and the explanatory statement provided to the scheme creditors in connection with the Scheme (the
“Explanatory Statement”).
As part of the Restructuring, scheme creditors were offered the option (the “First Lien Option”) to
participate proportionally in the issuance of up to €30.2 million first lien senior secured notes by funding
them in cash on the date of effectiveness of the Restructuring. Scheme creditors representing 75.64% by
value of the Existing Notes validly exercised the First Lien Option (including submission of KYC
documentation), and the remaining new debt will be allocated to the banks and noteholders acting as
backstop providers.
Expected Asset Impairment and Update on Timing of Approval by the Hellenic Capital Market
Commission (“HCMC”)
Separately, the Company announces that, as part of the process of seeking prospectus approval for the
rights issue in connection with the proposed Restructuring, after reassessment of relevant facts and
circumstances relating to its subsidiaries, Jebel Ali and Frigoglass South Africa, and following consultation
with its auditors, it has concluded that the carrying value of the fixed assets of the aforementioned
subsidiaries and goodwill related to Jebel Ali acquisition as presented in previously issued audited
consolidated financial statements must be restated. The Company expects to issue its half year 2017
consolidated financial information in August 2017 which will include the necessary restatements to its prior
year consolidated Balance Sheet. Based on the Company’s preliminary assessment and current
expectations, fixed assets will likely be impaired by an amount ranging from €33 million to €41 million. The
impairment range will be finalised upon the publication of Frigoglass half-year 2017 consolidated financial
information. This impairment charge will not have an impact on the Group's cash flows. The Company
believes that despite the impairment charge, the overall prospects of its business as previously presented
have not materially changed.
As a result, it is currently expected that the HCMC approval for the rights issue component of the
Restructuring may be delayed by approximately two to three weeks from the previous expected approval
date of August 3, 2017, which will impact the indicative timetable included in the Explanatory Statement by
shifting all of the relevant dates accordingly.
