Ekosem-Agrar AG invites noteholders to second noteholders' meetings on the restructuring of its corporate bonds

Ekosem-Agrar AG invites noteholders to second noteholders' meetings on the restructuring of its corporate bonds

7 May 2024 Corporate News

  • As expected, first noteholders' meetings did not have a quorum
  • Second bondholders' meetings on 3 June and 4 June 2024 in Heidelberg
  • Restructuring essentially comprises the sale of the bonds at a price of EUR 300.00 per bond
  • Schutzgemeinschaft der Kapitalanleger (SdK), the Noteholders‘ Advisory Committee and the Joint Representative welcome restructuring proposal

Walldorf, 7 May 2024 – Ekosem-Agrar AG, the German holding company of Russian milk producer EkoNiva Group, invites noteholders to the second noteholders' meetings of the ESA bond 2012/2027 (ISIN: DE000A1R0RZ5 / WKN: A1R0RZ) and the ESA bond 2019/2029 (ISIN: DE000A2YNR08 / WKN: A2YNR0) on 3 June and 4 June 2024 in Heidelberg. As expected, bondholders with less than 50% of the outstanding bonds participated in the first noteholders' meetings on May 2, 2024. This meant that there was no quorum for the first noteholders' meetings.

The company calls on all noteholders to make use of their voting rights and to participate in the second votes in order to achieve the quorum of 25% of the outstanding bonds now required for a quorum.

The restructuring is necessary in light of the massive change in the tax situation in Germany, the uncertain future prospects and a possible loss of economic participation in the operating business in Russia, as the company believes that the risks of a total loss for the bondholders have increased significantly. The restructuring concept gives them the opportunity to recover at least part of their investment.

The proposed measures essentially comprise the sale and transfer of the outstanding bonds including accrued interest at a purchase price of EUR 300.00 per bond with a nominal value of EUR 1,000.00. The management plans to merge the German holding company with the operating business, which is based exclusively in Russia. To this end, the shares in the Russian intermediate holding companies are to be sold to a Russian acquiring company. Talks are also continuing with potential equity investors in Russia who intend to invest up to EUR 100 million in the acquiring company. All investors are making their investment subject to the restructuring of the bonds and the sale of the intermediate holding companies to a Russian company.

Against the background of the geopolitical development and the associated economic problems of the issuer, the further development of which is hardly foreseeable for the noteholders, and in view of the market price of the ESA bonds before the date of publication of the first invitations to noteholders' meetings on 8 April 2024, the Joint Representative, the Noteholders‘ Advisory Committee and the Schutzgemeinschaft der Kapitalanleger (SdK) welcome the restructuring concept proposed by the issuer. Together, however, they point out that they are ultimately unable to assess the economic appropriateness of the purchase price for the ESA Bonds themselves due to the special circumstances and that each bondholder must therefore take his own decision.

The invitations to the second bondholders' meetings will be published today in the Federal Gazette. They are already available on the company's website at https://www.ekosem-agrar.de/en/investor-relations/bonds/noteholders-meeting-2012-2027/ and https://www.ekosem-agrar.de/en/investor-relations/bonds/noteholders-meeting-2019-2029/, along with other documents for participation in the vote.

About Ekosem-Agrar

Ekosem-Agrar AG, Walldorf, is the German holding company of the Ekoniva Group, one of Russia's largest agricultural companies. With a herd of more than 235,000 cattle (including over 112,500 dairy cows) and a milk output of 3,440 tons of raw milk per day, the company is the country's largest milk producer. The group controls an agricultural area of around 630,000 hectares and is also one of Russia's leading seed producers. The founder and CEO of the company is Stefan Dürr, who has been active in Russian agriculture since the late 1980s and has played a decisive role in its modernization over the last three decades. He was awarded the Order of Merit of the Federal Republic of Germany in 2009 for his services to the German-Russian agricultural dialog. The Group has around 14,500 employees in nine administrative regions in Russia. Ekosem-Agrar generated total output of EUR 1,152.0 million and EBITDA of EUR 396 million in the financial year 2022.

Ekosem-Agrar Contact

Irina Makey // Ekosem-Agrar AG // Johann-Jakob-Astor-Str. 49 // 69190 Walldorf // T: +49 (0) 6227 3585 919 // E: irina.makey@ekosem-agrar.de

Press / Investor Relations

Fabian Kirchmann, Jonas Schneider // IR.on AG // T: +49 (0) 221 9140 970 // E: presse@ekosem-agrar.de