CARMAGNOLA, Italy, June 1 /CNW/ - Teksid Aluminum Luxembourg S.a r.l.,
S.C.A. (the "Company") announced today that it has commenced a solicitation of
consents from each holder of its outstanding 11 3/8% Senior Notes due 2011
(the "Senior Notes") pursuant to a consent solicitation statement dated
June 1, 2007 (the "Statement"), to implement proposed amendments to the
indenture governing the Senior Notes (the "Indenture") and to the immediate
effectiveness of a waiver in respect of the deferral of the Company's
obligations to tender for Senior Notes with the net proceeds of the sale of
Teksid Aluminum Poland S.p. z.o.o. The consent solicitation will expire at
10:00 a.m., New York City time (3:00 p.m., London time), on June 8, 2007,
unless extended or earlier terminated (the "Expiration Date"). Adoption of the
proposed amendments, the effectiveness of the waiver and execution of a
supplemental indenture giving effect to the proposed amendments (the
"Supplemental Indenture") requires the receipt of consents of at least a
majority of the then aggregate outstanding principal amount of Senior Notes
(the "Requisite Consents") on or prior to the Expiration Date. Once the
Company receives the Requisite Consents, it will execute the Supplemental
Noteholders who consent at or prior to the execution of the Supplemental
Indenture may revoke their consents at any time prior to the execution of the
Supplemental Indenture, but not thereafter.
By delivering their consents, Noteholders are consenting to (i) the
immediate effectiveness of a waiver of any Default (as defined in the
Indenture) or Event of Default (as defined in the Indenture) arising from and
any claims relating to the Company's failure to comply with the sixth
paragraph of Section 11.15(b)(i) of the Indenture, and (ii) the proposed
indenture amendments that will amend the Indenture to (a) allow the sale of
the Company's equity interest in Cevher Dokum Sanayi A.S. to the majority
owner, Cevher Jant Sanayi A.S. (the "Turkish Interest Sale"), (b) extend the
time by which an offer to purchase Senior Notes after the sale of Teksid
Aluminum Poland S.p. z.o.o. is to be made to no later than June 19, 2007, and
(c) to fix a technical error in the Indenture.
Houlihan Lokey Howard & Zukin (Europe) Limited and Cadwalader, Wichersham
& Taft LLP, advisors to the ad hoc committee of bondholders, have advised the
Company that holders indicating ownership of a majority of the outstanding
Senior Notes have expressed agreement in principle to (i) the proposed Turkish
Interest Sale and (ii) the waiver in respect of the deferral of the Company's
obligations to tender for Senior Notes with the net proceeds of the Teksid
Poland Sale. Assuming these holders do consent as they have indicated, the
Requisite Consents will be obtained. As soon as the Requisite Consents are
obtained, the Company intends to execute the Supplemental Indenture.
There will not be any consent fee offered to holders of Senior Notes in
conjunction with the consent solicitation.
The completion of the consent solicitation is subject to, among other
things, the following conditions: the valid receipt, prior to the Expiration
Date, of the Requisite Consents, and the due execution of the Supplemental
Indenture; and certain other general conditions described in the Statement.
These conditions are for the Company's sole benefit and the Company may
waive them in whole or in part at any or at various times prior to the
expiration of the consent solicitation in its sole discretion. In addition,
subject to the terms set forth in the Statement, the Company expressly
reserves the right, but will not be obligated, at any time or from time to
time, on or prior to the Expiration Date, to extend or amend the consent
solicitation in any respect, subject to applicable law.
For information regarding the consent solicitation, please refer to the
Statement, including the procedures described in the Statement under
"Procedures for Delivering Consents."
This announcement is for informational purposes only and does not
constitute an invitation to participate in the consent solicitation in any
jurisdiction in which, or to or from any person to or from whom it is unlawful
to make such invitation under applicable securities laws. The distribution of
this announcement in certain jurisdictions may be restricted by law. Persons
into whose possession this document comes are required to inform themselves
about, and to observe any such restrictions. The consent solicitation is made
only by the Statement dated June 1, 2007. You should read the Statement before
making a decision whether to deliver consents.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the federal securities laws relating to the consent solicitation. These
statements are based upon management's current expectations and beliefs and
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements.
These risks and uncertainties include market conditions and other factors
beyond the Company's control and the risk factors and other cautionary
statements discussed in the Statement.
For further information:
For further information: and for copies of the Statement please contact:
The Bank of New York and The Bank of New York (Luxembourg) S.A. (One Canada
Square, London E14 5AL, England, Attention: Corporate Trust Administration,
e-mail: email@example.com, Tel: +44-207-964-6461), in their capacity as
Information Agent and Tabulation Agent in Luxembourg