Suncap SCOOP S.A.

  • WKN: A2D8QX
  • ISIN: XS1545830256
  • Land: Luxemburg

Nachricht vom 23.12.2019 | 12:35


Suncap SCOOP S.A. / Key word(s): Statement/Interim Report

23-Dec-2019 / 12:35 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Suncap SCOOP S.A. acting in relation to its Compartment E
7, Grand Rue
L-6630 Wasserbillig
Grand Duchy of Luxembourg
RCS Luxembourg: B191977
(the "Issuer")

23 December 2019


Status update


The Issuer has been made aware of certain rumours in the market and wishes to clarify certain facts.

1 Structure

The Issuer is the issuer of the Alpha FX Index Linked Notes 2026 (ISIN XS1545830256) (the "Notes").

In accordance with the terms and conditions of the Notes, the Issuer and the investment manager (the "Investment Manager") entered into an Investment Management Agreement (the "IMA").

The Investment Manager was appointed by the Issuer to invest the proceeds of the Notes in accordance with a specific hedging policy (the "Hedging Policy") linked to a specific index (the "Index").

The Investment Manager invested the funds through a forex trading platform (the "Trading Platform").

The funds were credited to an account opened in the name of the Issuer with Trading Platform (the "Managed Account") to be invested in accordance with the Hedging Policy (the "Hedging Assets").

2 Information and transfer requests

The Issuer requested information on the Hedging Assets and their use to hedge the Issuer's obligations under the Notes.

The information received was in the Issuer's view inconclusive.

The Issuer therefore submitted a first wire transfer request on 16 October 2019 (the "Transfer Request") via the Trading Platform's online portal to transfer the available cash position forming part of the Hedging Assets to its Luxembourg bank account.

The Transfer Request and subsequent transfer requests were not executed, even after the formal termination of the account relationship with the Trading Platform.

3 Index Termination and Early Redemption of the Notes

As the value of the Hedging Assets is a key element of the Index, Oaklet GmbH in its capacity as index sponsor (the "Index Sponsor") concluded that it no longer had sufficient visibility and certainty to determine the value of the Index in a reliable manner and therefore terminated the Index (the "Index Termination") on 4 November 2019.

As a result of the Index Termination, the Final Index Value (as at 4 November 2019) must be determined in accordance with the terms and conditions of the Notes and no further price fluctuations of the Index were possible as of that date, such that the need to hedge the Issuer's obligations under the Notes disappeared automatically (i.e. the Investment Management Agreement became without object and, for good measure, was in addition formally terminated).

Both the Trading Platform and the Investment Manager were immediately notified of the Index Termination and instructed to cease any trading and close all open positions.

Following the Index Termination, the Issuer decided on 5 November 2019 to exercise its early redemption option in accordance with condition 5.2 (a) (ii) of the terms and conditions of the Notes (the "Early Redemption").

The Early Redemption was scheduled to occur on 5 December 2019.

As announced previously, the Early Redemption ultimately did not occur on said date:

- because the determination of the value of the components of the Index and the calculation of the Early Redemption Amount were (and continue to be) impossible due to the lack of reliable data; and

- because, despite repeated transfer requests, the Issuer has not received the realisation proceeds of the Hedging Assets.

The Issuer was therefore left with no other option but to delay the Early Redemption until further notice.

4 Current status

The Issuer has repeatedly and formally demanded that the Hedging Assets be immediately transferred to the Issuer's cash account in Luxembourg for distribution to the Noteholders in accordance with the terms and conditions. As mentioned above, none of the transfer requests were executed.

The Issuer has in the meantime been served with two sets of writs of summons in Luxembourg from two Noteholders (one of whom is linked to the Trading Platform) and the Investment Manager, respectively, seeking in substance to (i) cancel the Early Redemption, the Index Termination and the Transfer Request, (ii) reinstate the IMA and (iii) replace the current structure with a new structure.

The Issuer has further been threatened with additional litigation in Luxembourg as well as litigation in Germany where the Notes were listed and admitted to trading.

In this context, the Issuer has made provisions to cover the costs and risks of both present and threatened litigation as well as the costs of recovering the Hedging Assets for distribution to the individual Noteholders.

Separately, the second Noteholder meeting was held on 19 December 2019 (as announced on 6 December 2019 following the adjourned Noteholder meeting held on 4 December 2019). None of the resolutions on the agenda were adopted.

5 Next steps

The Issuer will continue to take appropriate action and pursue adequate remedies in the best interest of the individual Noteholders in view of recovering the Hedging Assets and facilitating the orderly distribution of the Early Redemption Amount.

All of the Issuer's rights are reserved.

This communication is made by Fabian Föhre in his capacity as member of the board of directors of the Issuer. For additional information, Noteholders are encouraged to get in touch with Erik van Os via or +352 26704225.

This communication is made by Fabian, Föhre in his capacity as member of the board of directors of the Issuer. For additional information, Noteholders are encouraged to get in touch with Erik, van Os via or +352 26704225.

23-Dec-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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