REQUEST FOR APPROVAL OF A WRITTEN EXTRAORDINARY RESOLUTION – PARTIAL CONVERSION OF BONDS
According to Article 6 of the Terms and Conditions of the Bonds a partial conversion of the Bonds into Class A Shares may be effected by the Issuer, provided that the Board of Directors has determined, acting reasonably, that it is reasonably likely that the Issuer will be unable to redeem the Bonds in full on or before the Final Maturity Date.
The aggregated amount by which the Bonds may be redeemed shall not exceed the amount equal to the tax losses available to the Issuer in the financial year in which the Partial Issuer Conversion is proposed to be effected and which will cease to be available after the end of that financial year.
The Board of Directors believes that the conversion is in the best interests of both LBI and the Bondholders, as it is reasonably likely that LBI will be unable to redeem the Bonds in full on or before the Final Maturity Date and due to the fact that post income year 2023 the Issuer may not have sufficient tax losses available to cover later income that LBI will realize from later conversion or cancellation of debt. The Board of Directors therefore would like to propose a Partial Conversion at this point.
However, according to the Terms and Condition any Partial Issuer Conversion implemented prior to 31 December 2023, shall not result in the aggregate principle amount outstanding under the Bond, being less than the equivalent of EUR 1,595,488,618.39, unless otherwise approved by an Extraordinary Resolution of the Bondholders.
The aggregate principle amount outstanding under the Bond prior to the Proposed Partial Issuer Conversion is EUR 332,680,739.60 and would be reduced to EUR 282,495,385.35 after taking into account the effect of the Proposed Partial Issuer Conversion (EUR 50,185,354.25).
The Board of Directors of LBI believes that is in the best interests of both the Issuer and the Bondholder that the Extraordinary Resolution is passed to approve the Partial Issuer Conversion.
To approve the Extraordinary Resolution, the resolution in writing must be signed by or on behalf of holders of not less than (66 2/3) per cent. in principal amount of the Convertible Bond.
Above partial Bond conversion is identical to the one which was completed in November 2022 (then utilizing tax loss carry-forward from 2012, expiring before end of 2022. Please see announcement on this on LBI’s website from 26.10.2022).