TIDMGKO
RNS Number : 3823E
Greenko Group plc
03 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
3 November 2015
Greenko Group plc
(the "Company")
Successful completion of the Bondholder consent solicitation
Further to the Company's announcement dated 20 October 2015, the
Company and Greenko Dutch B.V. are pleased to announce that the
Bondholder consent solicitation process has successfully completed.
A full copy of the announcement made in this regard by Greenko
Dutch B.V. is set out below.
Enquiries:
Greenko Group plc +44 (0) 20 7920 3150
Keith Henry/Mahesh Kolli/Anil Chalamalasetty
Arden Partners plc +44 (0)20 7614 5917
Jonathan Keeling/Steve Douglas/James
Felix
Investec Bank plc +44 (0)20 7597 4000
Jeremy Ellis/Nigel Robinson
Tavistock +44 (0)20 7920 3150
Matt Ridsdale/Mike Bartlett/Niall
Walsh
Important Information
This announcement, and the information referred to in it, is
provided by way of information only and is not a solicitation of
consent with respect to any of the Notes or an invitation or
inducement to engage in any investment activity. Nor is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities, or engage in any investment activity or vote in any
manner, pursuant to this announcement or otherwise. The
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply with
the restrictions may constitute a violation of the securities law
of any such jurisdiction.
The statements contained in this announcement that are not
historical facts are "forward-looking" statements. These
forward-looking statements are subject to a number of substantial
risks and uncertainties, many of which are beyond the Company's
control and actual results and developments may differ materially
from those expressed or implied by these statements for a variety
of factors. These forward-looking statements are statements based
on the Company's current intentions, beliefs and expectations about
among other things, the Company's financial condition, prospects,
growth, strategies and the industry in which the Company operates.
Forward-looking statements are typically identified by the use of
forward-looking terminology such as "believes", "expects", "may",
"will", "could", "should", "would", "intends", "estimates",
"plans", "assumes" or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. By
their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. In addition,
from time to time, the Company or its representatives have made or
may make forward-looking statements orally or in writing.
Furthermore, such forward-looking statements may be included in,
but are not limited to, press releases or oral statements made by
or with the approval of an authorised executive officer of the
Company. No assurance can be given that such future results will be
achieved; actual events or results may differ materially from those
expressed in or implied by these statements as a result of risks
and uncertainties facing the Company and its subsidiaries. Many of
these risks and uncertainties relate to factors that are beyond the
Company's ability to control or estimate precisely, such as changes
in taxation and fiscal policy, future market conditions, currency
fluctuations, the behaviour of other market participants, the
actions of governmental regulators and other risk factors such as
the Company's ability to continue to obtain financing to meet its
liquidity needs, changes in the political, social and regulatory
framework in which the Company operates or in economic or
technological trends or conditions, including inflation and
consumer confidence, on a global, regional or national basis. Such
risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed or implied
in such forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement and the Company undertakes no duty to update any of
them publicly in light of new information or future events, except
to the extent required by applicable law or regulation.
GREENKO DUTCH B.V.
and
GREENKO GROUP PLC
FOR IMMEDIATE RELEASE
GREENKO DUTCH B.V. ANNOUNCES RESULTS OF THE CONSENT SOLICITATION
RELATING TO ITS 8.00% SENIOR NOTES DUE 2019
November 3, 2015 - Reference is made to the announcement of
Greenko Dutch B.V. (the "Issuer") and Greenko Group plc (the
"Parent Guarantor") dated October 20, 2015 in relation to the
solicitation of consents (the "Consent Solicitation") from holders
(the "Holders") of its outstanding 8.00% Senior Notes due 2019 (the
"Notes") to certain proposed amendments and waivers (the "Proposed
Amendments and Waivers") to the indenture governing the Notes (the
"Indenture") dated as of August 1, 2014, by and among the Issuer,
the Parent Guarantor and The Bank of New York Mellon, as trustee
and notes collateral agent and common collateral agent (the
"Trustee"), pursuant to the consent solicitation statement dated
October 20, 2015 (the "Consent Solicitation Statement").
The Issuer is pleased to announce that it has received unrevoked
consents from the holders of a majority in aggregate principal
amount of the outstanding Notes to approve the Proposed Amendments
and Waivers to the Indenture, as described in the Consent
Solicitation Statement and that the Issuer, the Parent Guarantor
and the Trustee have executed a supplemental indenture (the
"Supplemental Indenture") in compliance with the conditions
contained in the Indenture. The Supplemental Indenture became
effective upon its execution; however the proposed amendments will
not become operative until (i) immediately prior to the completion
of the Parent Guarantor's sale to Greenko Energy Holdings, an
affiliate of GIC, of all of the assets of the Parent Guarantor,
including its shares in Greenko Mauritius (the "Disposal"), and
(ii) the Consent Fee is paid. The proposed waivers became operative
upon execution of the Supplemental Indenture; provided, that, if
the Issuer does not provide to the Trustee an Officer's Certificate
attaching a confirmation of payment of the Consent Fee to DTC on or
prior to March 31, 2016, the proposed waivers will cease to be
operative, the Supplemental Indenture will terminate and the
holders' rights will be reinstated as set forth in the Indenture
immediately prior to the execution of the Supplemental Indenture.
The Issuer will send copies of the Supplemental Indenture to
Holders of the Notes upon request.
It is expected that any Consent Fee due will be paid as soon as
practicable after the conditions described under "The Consent
Solicitation-Conditions to this Consent Solicitation" in the
Consent Solicitation Statement are met and prior to or concurrently
with the completion of the Disposal. The Issuer will not be
obligated to pay, or to procure the payment of, any Consent Fee if
such conditions (including the completion of the Disposal) are not
met (unless waived by the Issuer).
This announcement is for informational purposes only and is not
a solicitation of consent with respect to any Notes. The Consent
Solicitation was being made solely by the Consent Solicitation
Statement which sets forth a detailed statement of the terms and
conditions of the Consent Solicitation. The Issuer and the Parent
Guarantor conducted the Consent Solicitation only by, and pursuant
to the terms and conditions of, the Consent Solicitation Statement.
The Consent Solicitation is not being made in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such
jurisdiction.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this press
release comes are required to inform themselves about, and to
observe, any such restrictions.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy any securities in the United States
or any other jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No securities may be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. Any public
offering of securities to be made in the United States will be made
by means of a prospectus. Such prospectus will contain detailed
information about the company making the offer and its management
and financial statements. No public offer of securities is to be
made by the Issuer in the United States.
ABOUT THE ISSUER AND THE PARENT GUARANTOR
Greenko Group plc, the Parent Guarantor, is one of the leading
independent owners and operators of clean energy projects in India,
and one of the largest operators of sub-100 MW hydropower projects
in India in particular. The Parent Guarantor's current portfolio
consists of operational hydropower projects, wind energy projects
and thermal projects (which include biomass and gas). The Issuer is
a wholly-owned subsidiary of Greenko Mauritius, a subsidiary of the
Parent Guarantor.
SAFE HARBOR STATEMENT
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November 03, 2015 08:45 ET (13:45 GMT)
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