Metalcorp Group S.A.

  • WKN: A19MDV
  • ISIN: DE000A19MDV0
  • Land: Luxemburg

Nachricht vom 28.08.2017 | 17:00

Metalcorp Group B.V. issues EUR 50 million bond for the partial, already secured redemption of the 2013/2018 notes as well as expansion of its business activities

DGAP-News: Metalcorp Group B.V. / Key word(s): Issue of Debt

28.08.2017 / 17:00
The issuer is solely responsible for the content of this announcement.


Metalcorp Group B.V. issues EUR 50 million bond for the partial, already secured redemption of the 2013/2018 notes as well as expansion of its business activities

Amsterdam, 28 August 2017 - Metalcorp Group is a globally operating provider of procurement, logistics and trade services in the ferrous and non-ferrous sectors as well as one of Europe's leading independent producers of secondary aluminium slabs. Its core competence in all segments are so-called back-to-back transactions requiring no stock-keeping, which make the Group's operations largely immune to price risks and neutralise other trading risks. With its subsidiaries and own offices the Group operates in 18 countries around the world and has four production facilities in Europe. The company stands out through:

- an attractive performance of its two existing bonds on the capital market
- stable earnings growth as a mid-market service provider with global reach
- stable operating margin due to back-to-back transactions and insurance cover
- long-term business relationships to local producers and key accounts

For the partial, already secured repayment of the 2013/2018 notes (ISIN: DE000A1HLTD2) as well as long-term expansion of its business activities, Metalcorp Group B.V. will issue a new bond (ISIN: DE000A19MDV0) with an issue amount of up to EUR 50 million, carrying a coupon of 7% p.a. over a term of five years.

As already announced, the offer comprises an exchange offer as well as a public offer and a private placement. Under the exchange offer, holders of the 2013/2018 notes can exchange their notes 1 to 1 for the offered new 2017/2022 notes from 30 August 2017 to 22 September 2017 (the right to early closing is reserved). In addition, they will receive an exchange premium in the amount of EUR 25 per exchanged 2013/2018 note as well as the accrued interest.

The public offer will be exclusively made by Metalcorp Group B.V. in Germany, Luxembourg and the Netherlands from 11 to 28 September 2017 (the right to early closing is reserved). Orders can be placed via the "DirectPlace" subscription functionality of the Frankfurt Stock Exchange. During the same period of time, the BankM - representative office of FinTech Group Bank AG will additionally accompany the private placement with qualified investors in Germany and certain other European countries.

The 2017/2022 notes are to be traded on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange as of 2 October 2017.

The securities prospectus is available for download in the "Bond" section of the website of Metalcorp Group B.V. (www.metalcorpgroup.com) as of today.

Key facts and figures of the bond

Issuer Metalcorp Group B.V.
Issue amount Up to EUR 50 million
ISIN/WKN DE000A19MDV0/A19MDV
Corporate rating BB (Creditreform, March 2017)
Coupon 7% p.a.
Issue price 100%
Denomination EUR 1,000
Exchange premium EUR 25 per exchanged 2013/2018 note
Exchange period: 30 August - 22 September 2017 (the right to early closing is reserved)
Public offer period: 11 September - 28 September 2017 (the right to early closing is reserved)
Private placement period: 11 September - 28 September 2017 (the right to early closing is reserved)
Value date 2 October 2017
Term 5 years: 2 October 2017 - 2 October 2022 (excluding)
Interest payment Annually in arrears on 2 October of each year (in 2018 for the first time)
Redemption 100%
Redemption date 2 October 2022
Redemption price 100% of the nominal amount
Status Non-subordinated, unsecured
Investor protection clauses Extraordinary termination right of the noteholders among others in case of:
Change of control
Non-compliance with the dividend payment restriction in the amount of 50% of the IFRS consolidated net income
Further reasons included in the terms and conditions of the bond (see prospectus)
Negative pledge
Termination right of the issuer Extraordinary termination right:
Prematurely in the event of an amendment or supplementation of the tax regulations
Ordinary termination:
As of 2 October 2020 at 104% of the nominal amount
As of 2 October 2021 at 102% of the nominal amount
Stock exchange Open Market of Deutsche Börse AG ("Freiverkehr" of the Frankfurt Stock Exchange)
Global Coordinator and Bookrunner BankM - representative office of FinTech Group Bank AG

Important notice:
Securities transactions are associated with risks, especially the risk of a total loss of the invested capital. Prior to every investment decision, you should therefore seek personal advice taking your individual asset and investment situation into account and not base your investment decision solely on the information included herein. Please contact your credit and investment institution to this end. Whether you are permitted to buy a security may depend on different conditions - in particular your nationality. Please seek according advice before you make any investment decision. This document does not constitute an offer to sell or a solicitation to submit an offer to buy or subscribe for notes of Metalcorp Group B.V. The notes of the issuer are offered exclusively through and on the basis of the prospectus which was approved by the Commission de Surveillance du Secteur Financier ("CSSF") of the Grand Duchy of Luxembourg on 28 August 2017, has been submitted to the responsible authorities in Germany and the Netherlands and is available in electronic form for download in the "Bond" section of the website of Metalcorp Group B.V. (www.metalcorpgroup.com) as well as on the website of the Frankfurt Stock Exchange (www.boerse-frankfurt.de) and the Luxembourg Stock Exchange (www.bourse.lu). Only the information included in the prospectus is binding in connection with the offer. This document may not be brought into or published in the United States of America, Canada, Australia or Japan or any other country in which the distribution or publication of this document would be illegal. The notes will not be registered pursuant to the United States Securities Act of 1933 or any authority of a U.S. state or pursuant to the applicable securities regulations of Canada, Australia or Japan and may not be offered or sold in the United States of America or on behalf of or for the account of U.S. persons or other persons who are resident in the Unites States of America, Canada, Australia or Japan. There will be no public offer of the notes in the United States of America, Canada, Australia and Japan.

About Metalcorp Group B.V.:
The Metalcorp Group is a globally operating provider of procurement, logistics and trade services in the ferrous and non-ferrous sectors as well as one of Europe's leading independent producers of secondary aluminium slabs. Its core competence in all segments are so-called back-to-back transactions requiring no stock-keeping, which make the Group's operations largely immune to price risks and neutralise other trading risks. With its subsidiaries and own offices the Group operates in 18 countries around the world and has four production facilities in Europe. The 2013/2018 bond (ISIN: DE000A1HLTD2) of Metalcorp Group B.V. is traded in the Basic Board segment of the Open Market of Deutsche Börse AG ("Freiverkehr" of the Frankfurt Stock Exchange).

For further information:
Frank Ostermair/Linh Chung
Better Orange IR & HV AG
+49 (0)89 8896906-25
metalcorp@better-orange.de

Metalcorp Group B.V.
Ricardo Phielix (CFO)
+31 (0) 20 890 89 00
rphielix@metalcorpgroup.com


28.08.2017 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de



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