Greenvolt wants to change the early repayment conditions of bonds
Greenvolt has summoned the bondholders of two issues (2022-2027 and 2021-2028) to change the conditions of early repayment by the bondholders, replacing the reference to Altri and reference shareholders with KKR.
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Economia Greenvolt
At the table of general meetings on May 14 -- to be held at 10:00 for the holders of "Greenvolt Green Bonds 2022-2027" ("Greenvolt Green Bonds 2027") and at 12:00 for the holders of "Greenvolt Notes 2021/2028" ("Greenvolt Bonds 2028") - an extraordinary resolution will be considered that provides for a change in the conditions for bondholders to demand early repayment, according to two announcements sent to the Securities Market Commission (CMVM).
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The objective is to replace, in the respective public offering and admission to trading prospectuses, the reference to Altri and the reference shareholders by "KKR entities" (Kohlberg Kravis Roberts, an American investment company whose Gama Lux fund launched a Public Acquisition Offer (OPA) on Greenvolt in December 2023).
Regarding the "Greenvolt Green Bonds 2027", the company proposes that the prospectus now reads that "it constitutes a situation of early repayment at the option of the bondholders" the case in which "the set of shareholdings held, directly or indirectly, by one or more KKR entities, ceases to represent the majority of the share capital and/or voting rights of the issuer".
It adds that "KKR entities" means "any entities through which KKR & Co. Inc. and/or Kohlberg Kravis Roberts & Co. L.P., directly or indirectly, control the exercise of voting rights inherent in shares representing the share capital of the issuer, thus determining the direction in which such voting rights are exercised".
The original prospectus stated that "the set of shareholdings held, directly or indirectly, by Altri and/or the reference shareholders and/or their legal heirs ceases to represent the majority of the share capital and/or voting rights of the issuer".
In the same way, with regard to the "Greenvolt Bonds 2028", the meeting will deliberate on the elimination of the definitions of "Altri" and "Relevant Entities".
The Gamma Lux infrastructure investment fund, based in Luxembourg and managed by the American KKR, announced on December 21 of last year "a general and voluntary public offer to acquire all the shares" of Greenvolt, and the company GVK Omega, based in Lisbon, has since been set up this year to carry out the operation.
The fund managed by KKR indicated that it had signed contracts to buy a total stake of 60.86% in Greenvolt from seven shareholders of the company led by João Manso Neto, detailing that the acquisitions should only be completed from May 31, 2024.
The operation is still awaiting approval from Irish and Bulgarian entities, after the independent expert appointed by the CMVM set a minimum price of 7.30 euros, a value lower than the 8.30 euros offered by the entity.
On January 19, Greenvolt's Board of Directors considered "fair" the value offered by KKR in the purchase offer of the Portuguese renewable energy group, arguing that additional shareholder capital will allow "accelerating the business plan".
According to Greenvolt's management, the value "is fair" considering that "it represents a premium of 95.3% compared to the share subscription price in the context of the capital opening and 47.7% compared to the share subscription price in the context of the 2022 capital increase".
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