We recently completed the distribution of the residual entitlement under the terms of the Residual Securities Trust Deed which was part of the Scheme of Arrangement. We are receiving many inquiries from holders regarding the calculation of entitlement under the recent distribution, so the purpose of this notice is to explain in simple narrative terms how the entitlements were calculated. Please note that for the exact details of the Scheme, holders should refer to the Scheme Document and should seek professional advice at all times before making any decision based on the general information and materials provided in this notice.
Under the terms of the Scheme, we formed a trust to hold the entitlement for any Scheme Creditors who came in during the six-month period following the original settlement date of the Scheme. Holders who came forward during that period were allowed to claim their entitlement. These holders also had the option to request we sell their securities and give them cash instead of the bonds. Once that six-month period expired, any Scheme Consideration left in the trust was to be distributed pro rata to all holders who participated in the Scheme either before the Settlement Date or before the end of the six-month trust period.
PARTIAL EARLY REDEMPTION AND INTEREST PAYMENT
Please note that after the Scheme settled, there was a partial early redemption of the New Notes on July 31, 2018 for which bondholders received cash. There was also an interest payment on the New Notes in December 2018 for which bondholders received PIK Notes and cash. These payments are set out in the spreadsheet below labeled “Summary of Scheme Consideration”. The proceeds from the early redemption attributable to the trust bonds were paid into the trust. The PIK interest and the cash interest attributable to the trust bonds were also paid into the trust at the end of December 2018.
Link to SUMMARY OF SCHEME CONSIDERATION
Under the terms of the Scheme, holders who participated in the trust were entitled to either take their securities or to direct us to sell them on their behalf. If you participated in the trust, in order to determine the entitlement for any position you hold, it is necessary for you to know which option you chose in the account holder letter (“Securities”-Option 1 or “Cash”-Option 4).
There is a diagram below called “Distribution Flow Chart” which sets out where the bonds and cash went on the settlement date and in the trust, including the distribution of the residual amounts to which no eligible trust creditors were entitled by the end of the trust period. The terms and formulae used to calculate the various entitlements are at the bottom of the Summary of Scheme Consideration.
Link to DISTRIBUTION FLOW CHART
To use the entitlement calculator set out below, please answer the three questions and input the position you are checking.
Link to ENTITLEMENT CALCULATOR
The Entitlement Calculator is intended to provide an indicative entitlement only in respect of the Early Redemption, PIK Entitlements, Sale of Bonds, and the Residual Securities, where applicable, and nothing in the Entitlement Calculator is intended to, nor does it create a legally binding obligation, on any party.
The Entitlement Calculator is provided on an "as is" and “as available” basis without warranties of any kind. The Entitlement Calculator is made available for your general information only. While every effort is made to ensure that the Entitlement Calculator is consistent with Scheme Document and the Residual Securities Trust Deed, you are advised to refer to the relevant documents to be certain of your legal entitlements and obligations and should seek professional advice at all times before making any decision based on any such information or materials.
None of the Scheme Company, the Parent, the Subsidiary Guarantors, or the Residual Securities Trustee is responsible for any errors or omissions, or for the results obtained from the use of the Entitlement Calculator. None of the Scheme Company, the Parent, the Subsidiary Guarantors, or the Residual Securities Trustee warrants: (a) the truth, accuracy, adequacy, reliability, completeness, reasonableness, currency or timeliness, of the Entitlement Calculator and expressly disclaims liability for any errors in or omissions from such tool; and (b) that the Entitlement Calculator or any functions associated with such tool will be uninterrupted or error-free, or that defects will be corrected or that the Entitlement Calculator and the server on which it is hosted are and will be free of all viruses and/or other malicious, destructive or corrupting code, programme or macro.
No warranty of any kind, express, implied or statutory (including but not limited to, warranties of title, merchantability, satisfactory quality, non-infringement of third-party intellectual property rights, fitness for a particular purpose and freedom from computer virus), is given in conjunction with the Entitlement Calculator.
In no event shall the Scheme Company, the Parent, the Subsidiary Guarantors, or the Residual Securities Trustee be liable for damages, expenses, costs or loss of any kind (including without limitation any direct, or indirect, special, incidental or consequential damages, loss of profits or loss opportunity) howsoever caused as a result (direct or indirect) of, or in connection with, your use of the Entitlement Calculator, or reliance on such tool.
Under no circumstances shall the Scheme Company, the Parent, the Subsidiary Guarantors, or the Residual Securities Trustee be liable for any failure of performance, system, server or connection failure, interruption, defect, error, omission, delay in operation or transmission, breach of security, malicious code, computer virus or inability or unavailability to use or access in connection with your accessing the Entitlement Calculator even if such parties had been advised as to the possibility of the above.
KEY DOCUMENTS EXECUTED ON SETTLEMENT
SCHEME OF ARRANGEMENT
The Company has retained Lynchpin Bondholder Management as Residual Securities Trustee.
Any questions or requests for assistance may be directed as under:
Lynchpin Bondholder Management
Tel: +852 2526 5406
Fax: +852 2526 5020
Attention: Brenda O' Brien
Room 402, Wellington Plaza
56-58 Wellington Street
Central, Hong Kong