Bitte schaut euch die Infos rund ums Circular an!
Dort wird detailliert beschrieben, wie das Management ein WHOA angehen möchte - nämlich wie eine geordnete INSOLVENZ!
"If the Transaction is not approved by the General Meeting:
(i) the Company will request the Shareholders to approve the Authorisation resulting in
the ability of the Company to issue new Shares to CPU Creditors, which would allow
the Company to implement the Transaction, without a WHOA Restructuring Plan, but
in this case no CVRs would be issued;
(ii) certain parts of the Transaction may be implemented, at the Company’s election,
through a restructuring plan (akkoord) in a WHOA process (the “WHOA
Restructuring Plan”). Such WHOA Restructuring Plan would ultimately result in
CPU Creditors holding 100% of the aggregate economic interest in the post-closing
equity of New Topco (and, indirectly, its interest in the Group) through the Dutch Trust
Foundations; or
(iii) a default under the Group Services’ Debt Facilities will be triggered and the Financial
Creditors (including the CPU Creditors) will be entitled to enforce their security rights
at different levels in the Group."
Seite 2 und 6 des Circulars
Punkte 7.3.2 und 7.3.3 und 7.3.4
"7.3.3 WHOA Restructuring Plan by the Company
If the Company elects to implement (certain parts of) the Transaction through a WHOA
Restructuring Plan, it expects the WHOA Restructuring Plan to broadly comprise the
following terms:
(i) the Company will issue Shares to the four Dutch Trust Foundations in such number
that would cause the Dutch Trust Foundations to hold a majority in the Company’s
issued share capital; the newly issued Shares may be paid up in cash or against
release of a corresponding portion of the outstanding debt under the CPUs;
(ii) the Company will incorporate New Topco, which in turn will incorporate New Holdco
1 and New Holdco 2;
(iii) the Company will, through a series of steps, ultimately transfer all or substantially all
of its assets and liabilities (other than New Holdco 1) to New Holdco 2. As a result,
New Holdco 2 will become the successor of the Company (i.e., acquire its assets
and assume its liabilities, including the CPUs) and become the new owner of the
current Group entities;
(iv) the Company will transfer the shares in the capital of New Topco to the Dutch Trust
Foundations;
(v) the Dutch Trust Foundations will issue depositary receipts for shares in New Topco,
representing the economic interest in New Topco shares held by them to the CPU
Creditors, subject to the CPU Creditors releasing the Company of its liabilities under
the CPUs and New Holdco 2 assuming the liabilities of the Company under the
CPUs; and
(vi) the Group Services’ Debt Facilities are extended to at least 30 June 2026 on the
terms of the Maturity Extension.
The WHOA Restructuring Plan (if a WHOA process is pursued) may further stipulate that,
following its confirmation (at which point the majority of the issued share capital of the
Company is held by the Dutch Trust Foundations), the Company intends to convene a
General Meeting to approve a resolution to dissolve the Company.
The Shareholders will be offered the opportunity to consider and comment on a draft version
of the WHOA Restructuring Plan (if a WHOA process is pursued) before a final version is
submitted for voting.
It should be anticipated by existing Shareholders that such resolution to dissolve the
Company may be adopted by the General Meeting to be held at that time and that, if such
resolution is adopted, the Company will subsequently be liquidated and will cease to exist
by operation of law without any distribution or other payment by the Company to the
Shareholders.
For the purposes of voting on the WHOA Restructuring Plan (if a WHOA process is pursued),
it is anticipated that there will be classes of existing Shareholders, CPU Creditors and intra-
group lenders. This would mean that the Shareholders, CPU Creditors and intra-group
lenders will have an opportunity to vote in their class on the WHOA Restructuring Plan.
Even if the class of Shareholders would not approve the WHOA Restructuring Plan (if a
WHOA process is pursued), the Company may request the Dutch court to confirm the WHOA
Restructuring Plan if at least (one of) the class(es) of CPU Creditors approved the WHOA
Restructuring Plan.
Prior to the day of the confirmation hearing, any Shareholder can submit to the Dutch court
a written application to reject the confirmation of the WHOA Restructuring Plan. A
Shareholder does not have this right if that Shareholder did not raise the relevant rejection
ground with the Company within a reasonable time after that Shareholder discovered, or
should reasonably have discovered, the possible existence of that rejection ground.
7.3.4 Consequences of WHOA Restructuring Plan for Shareholders
If the Company elects to pursue a WHOA process and the WHOA Restructuring Plan is
confirmed by the Dutch court, it will have the following consequences for Shareholders:
(i) the Shareholders will lose all interests in the equity of the restructured Group and
will not benefit from any potential interest (economic or otherwise) in the restructured
Group;
(ii) certain approvals of the General Meeting that may otherwise be required, shall not
be required for the implementation of the WHOA Restructuring Plan and shall be
substituted by the Dutch court’s order confirming the WHOA Restructuring Plan.
These include approvals with regard to:
(a) the issuance of Shares to the Dutch Trust Foundations;
(b) limitation or exclusion of Shareholders’ pre-emption rights; and/or
(c) an important change in the identity or character of the Company or its
undertaking (within the meaning of Section 2:107a of the Dutch Civil Code),
such as the transfer of shares in New Topco;
(iii) once the WHOA Restructuring Plan is confirmed by the Dutch court, it shall be
binding on all CPU Creditors, intra-group lenders and Shareholders to whom it was
offered, regardless whether Shareholders voted against (or did not vote on) the
WHOA Restructuring Plan; and
(iv) the Dutch court’s order confirming the WHOA Restructuring Plan is not subject to
appeal."
WIR VERLIEREN "ALL INTEREST IN THE EQUITY"!!!!
Das ist der Plan "unseres" Managements!! |
Thread abonnieren
