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Early termination of Edcon’s consent solicitation process to obtain up to R1.5 billion in bridge financing

07 July 2016

Johannesburg, South Africa, July 7, 2016:  Edcon today announced the early termination of its consent solicitation (the “Consent Solicitation”) process following the receipt of all requisite consents and the satisfaction or waiver of all conditions precedent, as described in more detail in its consent solicitation statement, dated as of July 5, 2016.  As of 5:00 p.m., London time, on July 7, 2016, Edcon had received the consent from (i) 2019 Super Senior Noteholders representing 64.33% of the aggregate principal amount of the 2019 Super Senior Notes outstanding, (ii) 2019 Senior Secured Noteholders representing 67.84% of the aggregate principal amount of the 2019 Senior Secured Notes outstanding, and (iii) 2018 Senior Secured Noteholders representing 58.35% of the aggregate principal amount of the 2018 Senior Secured Notes outstanding. Additionally, Edcon had received all necessary consents and waivers from its bank lenders.

Pursuant to the Consent Solicitation, Edcon was seeking creditor consent to amend its debt documents, including the indentures governing its 2019 Super Senior Notes, 2019 Senior Secured Notes and 2018 Senior Secured Notes (the “Indentures”), to allow it to access up to R1.5 billion (equivalent) in bridge financing and defer the publication of its annual report for the financial year ended March 26, 2016.

Following the receipt of the requisite consents today, we executed the supplemental indentures, and the amendments to the Indentures became effective and operative. As a result, the Revocation Deadline occurred and noteholders were no longer able to withdraw previously submitted consents. Consequently, we terminated the Consent Solicitation. Each 2019 Super Senior Noteholders, 2019 Senior Secured Noteholder and 2018 Senior Secured Noteholder will be bound by the amendments to the Indenture whether or not any such holder delivered consents pursuant to the Consent Solicitation.

No consideration was paid in connection with the Consent Solicitation.

This press release includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. By their nature, the forward-looking events described in this press release may not be accurate or occur at all. Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date on which the statements were made.

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