Company name Ballantyne Re Plc
Headline Proposed Restructuring


RNS Number : 8871Z
Ballantyne Re Plc
22 May 2019
 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, 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

 

22 May 2019

 

RE: PROPOSED RESTRUCTURING

 

 

BALLANTYNE RE PLC

 

$250.0 million Class A-1 Floating Rate Notes due 2036 (the Class A-1 Notes)
$500.0 million Class A-2 Floating Rate Guaranteed Notes Series A due 2036 (the Class A-2a Notes)
$500.0 million Class A-2 Floating Rate Guaranteed Notes Series B due 2036 (the Class A-2b Notes)
$100.0 million Class A-3 Floating Rate Guaranteed Notes Series A due 2036 (the Class A-3a Notes)
$100.0 million Class A-3 Floating Rate Guaranteed Notes Series B due 2036 (the Class A-3b Notes)
$100.0 million Class A-3 Floating Rate Guaranteed Notes Series C due 2036 (the Class A-3c Notes)
$100.0 million Class A-3 Floating Rate Guaranteed Notes Series D due 2036 (the Class A-3d Notes)

$10.0 million Class B-1 7.51244% Subordinated Notes due 2036 (the Class B-1 Notes
$40.0 million Class B-2 Subordinated Floating Rate Notes due 2036 (the Class B-2 Notes)

 

Announcement relating to the results of the Scheme Meeting

 

Ballantyne Re plc, a public limited company incorporated in Ireland (Ballantyne or the Company) announces today that in relation to the proposed restructuring transaction in respect of its obligations under the Scheme Notes (the Restructuring) pursuant to a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act of 2014 (in its original form or with or subject to any modification(s), addition(s) or condition(s) approved by the High Court) (the Scheme) the resolutions required to approve the Scheme were passed by the Ambac Guaranteed Scheme Creditors at the First Scheme Meeting and by the Assured Guarantee/A-1 Scheme Creditors at the Second Scheme Meeting held earlier today (the Scheme Meetings) by the requisite majorities.

 

The results of the poll taken in respect of the following resolution at each of the Scheme Meetings are set out below:

 

Resolution: "THAT the scheme of arrangement under Part 9, Chapter 1 of the Companies Act 2014 between the Company and its Scheme Creditors (in its original form or with or subject to any modification(s), addition(s) or condition(s) approved by the High Court) as set out in the Scheme Circular dated 30 April 2019 and published by the Company, a copy of which has been submitted to the Scheme Meeting and signed by the chairperson of the Scheme Meeting for the purpose of identification, be approved."

 

First Scheme Meeting:

 

 

Number of Ambac Guaranteed Scheme Creditors who voted

% of Ambac Guaranteed Scheme Creditors who voted

Value represented by votes of Ambac Guaranteed Scheme Creditors

 

% of value represented by Ambac Guaranteed Scheme Creditors who voted

For

10

 66.67%

US$585,300,000

98.12%

Against

5

 33.33%

US$11,200,000

1.88%

Total

15

100.00%

US$596,500,000

100.00%

 

 

 

 

Second Scheme Meeting

 

 

Number of Assured Guarantee/A-1 Scheme Creditors who voted

% of Assured Guarantee/A-1 Scheme Creditors who voted

Value represented by votes of Assured Guarantee/A-1 Scheme Creditors

 

% of value represented by Assured Guarantee/A-1 Scheme Creditors who voted

For

9

100.00%

US$471,900,000

100.00%

Against

0

0.00%

US$0.00

0.00%

Total

9

100.00%

US$471,900,000

100.00%

 

Hearing to Sanction the Scheme 

 

Following the substantial approval of the Scheme by the Scheme Creditors Ballantyne will apply to the High Court of Ireland on 23 May 2019 to confirm the date for the hearing of Ballantyne's application to the High Court of Ireland to sanction the Scheme (the Sanction Hearing) as 11:00am (Irish standard time) on 5 June 2019.

 

A further announcement will be made following the anticipated application on 23 May 2019.

 

Miscellaneous

 

Ballantyne has appointed William Fry as its Irish legal adviser, Davis Polk & Wardell LLP as its New York legal adviser and PwC as its financial adviser. 

 

Capitalised words used in this announcement and not defined herein have the meanings given to such words in the announcements issued by Ballantyne dated 12 April 2019 and 29 April 2019.

 

The person responsible for this announcement is Adrian Masterson, Director, Ballantyne. The date and time of this announcement is 4:00pm (Irish Standard Time) on 22 May 2019.

No offer of securities

This announcement is for information purposes only, it is not, nor should it be construed as, an offer of, or solicitation of an offer, to purchase, subscribe for, or otherwise acquire, or sell or otherwise dispose of any securities to any person in any jurisdiction. In particular, this announcement does not constitute an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. No securities of Ballantyne have been, or will be, registered under the US Securities Act of 1933, as amended (the Securities Act), and securities of Ballantyne may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The Restructuring will be proposed solely by means of the Scheme Circular, which contains the full terms and conditions of the Restructuring and the Scheme, including details of how to vote in respect of the Scheme. No decision in respect of, or other response to, the Restructuring or the Scheme should be made on the basis of the information contained in this announcement. Accordingly, any decision in respect of, or other response to, the Restructuring or the Scheme, should be made only on the basis of the information contained in the Scheme Circular.

This announcement does not constitute a prospectus or a prospectus equivalent document.

Cautionary Statement Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to Ballantyne. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "believe", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the implementation of the Restructuring and/or the Scheme or the financial position of Ballantyne.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on certain assumptions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Ballantyne or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. Ballantyne undertakes no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Restructuring and/or the Scheme are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the laws of any such jurisdiction. To the fullest extent permitted by applicable law, Ballantyne disclaims any responsibility or liability for the violations of any such restrictions by any person.

 

 

WF-24236197-1

 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.


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