The Company also refers to the notice of meeting dated
Capitalised or other terms used but not defined herein shall, unless the context otherwise requires, have the meanings as set out in the Notice. The Consent Solicitation is one of the four inter-conditional processes contemplated under the Final Restructuring Proposal in connection with the restructuring of the liabilities of the Company.
CONSENT SOLICITATION IN CONNECTION WITH THE NOTES
Meeting and Extraordinary Resolution
The Meeting in connection with the Consent Solicitation will take place at
Under the Consent Solicitation, the Company is seeking approval by way of an extraordinary resolution of the Noteholders as set out in the Notice (the 'Extraordinary Resolution') to, inter alia, (subject to the Restructuring Conditions (as set out below) being fulfilled) (i) exchange 45% of the aggregate principal amount of the Notes held by each Noteholder (rounded down to the nearest whole number) for ZCN Exchange Shares, (ii) waive the non-compliance or potential non-compliance with certain provisions of the Trust Deed, the Conditions of the Notes and the Agency Agreement which have occurred and which may occur, (iii) waive the occurrence of certain Event(s) of Default, Default or, as the case may be, Potential Event(s) of Default which have occurred and which may occur and (iv) amend the Trust Deed, the Conditions of the Notes and the Intercreditor and Security Trust Deed to cater for, inter alia, amendments to the terms of the Transaction Documents, an extension of the maturity date of the Notes that remain outstanding following the implementation of the ZCN Exchange to
Earmarking arrangements
Each Noteholder is to note that the Company will instruct the
During the Earmarking Period, regardless of whether the Noteholders attend the Meeting and/or submit a Voting Instruction Form, all Earmarked Notes may not be traded or transferred and will be earmarked by CDP in accordance with its procedures and the Consent Solicitation Statement.
Alternative arrangements
As aforementioned, due to the current COVID-19 restriction orders in
Pursuant to paragraph 22 of Schedule 4 (Provisions for Meetings of Noteholders) to the Trust Deed and the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, the Company has adopted and (to the extent necessary and as described in the Company's letter to the Trustee dated
A Noteholder is entitled to attend the Meeting via the Electronic Meeting Platform in accordance with these alternative arrangements if his/her/its name appears on the records of CDP as the holder of Notes as at
Pre-registration
Noteholders will be able to (i) watch the proceedings of the Meeting through a 'live' audio-visual webcast via their mobile phones, tablets or computers; or (ii) listen to these proceedings through a 'live' audio-only stream via telephone. In order to do so, Noteholders must pre-register with the Company by providing the following: (where the Noteholder is an individual) their names, NRIC or passport number, scanned copies of their passports or NRICs together with the email addresses and contact details of such Noteholder and (where the Noteholder is a corporation) the company registration number; the names and scanned copies of the passports or NRICs of the representative duly authorised to attend the Meeting on behalf of such Noteholder, together with the email addresses and contact details of such representatives and the corporate governance document whereby such representatives are authorised to attend the Meeting on behalf of such Noteholder, to the Meeting Agent via the URL https://rebrand.ly/ZCN-MEETING no later than
Noteholders who have pre-registered by the Registration Deadline but did not receive the aforementioned email by
Noteholders who do not pre-register by the Registration Deadline will not receive the details necessary to access the Meeting and therefore will not be able to access such Meeting. Noteholders MUST NOT forward the unique link, webinar ID or password to other persons. Recording of the 'live' audio-visual webcast or 'live' audio-only stream in whatever form is also strictly prohibited.
Voting procedures
Each question submitted to the Meeting will immediately be decided by a poll, with every voter having one (1) vote in respect of each
A Noteholder will not be able to vote online at the Meeting. If any Noteholder wishes to record his/her/its vote at the Meeting, he/she/it must deliver Voting Instructions to
Only Noteholders who are shown in the records of CDP as a holder of the Notes as at the Record Date (a 'Direct Participant') may submit Voting Instruction Forms. If a Noteholder is not a Direct Participant, it must arrange for the Direct Participant through which such Noteholder holds Notes to submit a Voting Instruction Form on its behalf to the Meeting Agent.
If a beneficial owner of Notes holds its Notes through another broker, dealer, bank, custodian, trust company or other nominee, such beneficial owner should contact that broker, dealer, bank, custodian, trust company or other nominee to discuss the manner in which delivery of Voting Instructions (as defined herein) and Voting Instruction Forms may be made on its behalf.
Key dates
The key dates contemplated for the Consent Solicitation are set out below. Further announcements will be made if there are modifications to these dates.
For further details on the Consent Solicitation, Noteholders are advised to refer to the Notice on SGXNet or the Company's website at www.krisenergy.com.
Copies of the Notice and the Consent Solicitation Statement (together with the attached Voting Instruction Form) will be delivered electronically to Noteholders at their respective email addresses provided (if any) on the CDP List. The form of the Voting Instruction Form is appended to the Consent Solicitation Statement. Noteholders may request electronic copies of the Consent Solicitation Statement and the Voting Instruction Form by contacting the Meeting Agent at krisenergyCSE@madisonpac.com (subject to the verification of such Noteholders' identities by the Meeting Agent) up to the Expiration Time. In addition, subject to any laws implemented in connection with COVID-19 which could restrict the Meeting Agent's ability to open its offices and with at least two (2) business days' notice and subject to the verification of such Noteholders' identities by the Meeting Agent, Noteholders may collect copies of the Voting Instruction Form from the Meeting Agent's Office from
The Consent Solicitation Statement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Company or any other entity.
Shareholders of the Company who are not otherwise Noteholders will not be eligible to vote at the Consent Solicitation.
Questions or requests for assistance in connection with the Consent Solicitation or submission or delivery of Voting Instruction Forms or document collection may be directed to the Meeting Agent between
Telephone No.: +65 6506 9849
Email: krisenergyCSE@madisonpac.com
FURTHER ANNOUNCEMENTS
The Company will continue to keep its stakeholders updated and will make the appropriate announcements as and when there are any material updates or developments. Shareholders, noteholders and potential investors of the Company are advised to read this announcement and any further announcements by the Company carefully and should exercise caution when dealing in the Company's securities. Stakeholders and potential investors who are in doubt as to the action they should take should consult their stockbrokers, bank managers, solicitors, accountants or other professional advisors.
About the Company:
Contact:
Tel: +65 6838 5430
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