|
|
INI-20/26 SIJ - Slovenska industrija jekla, d. d., Ljubljana Invitation to vote on the proposed Resolutions of the SIJ8 Noteholders and offer to exchange SIJ8 notes for new SIJ9 notes The company SIJ – Slovenska industrija jekla, d.d. (hereinafter: the Issuer ) invites holders of notes with the symbol SIJ8 (ISIN SI0032104489) (hereinafter: the Existing Notes) to participate in the vote on the proposed Resolutions of holders of Existing Notes and simultaneously announces an offer to exchange the Existing Notes for new notes with the symbol SIJ9 (hereinafter: the New Notes).
1. Voting on the proposed Resolutions
Holders of Existing Notes may, during the period from 26.1.2026 to 30.1.2026 (inclusive) (hereinafter: Voting Period) vote on the Resolutions of the Holders as set out in attached document (hereinafter: the Resolutions). As the Resolutions can only be voted on together, the holder may only vote in favour or against all Resolutions.
The holder of Existing Notes can vote in favour or against the Resolutions by notifying KDD – Centralna klirinško depotni družba d.d. (hereinafter: KDD) of his/her decision through the KDD member that maintains the dematerialized securities account in which its Existing Notes are held. Since the decision must be notified to the KDD before the end of the Voting Period it is recommended that each holder of the Existing Notes check with its KDD member how long before the expiry of the Voting Period the KDD member must receive their voting instructions, so that the KDD member can notify the KDD of the decision in a timely manner.
The Resolutions will be adopted if voted in favour by holders of Existing Notes the nominal amount of which represents at least 75% of the total nominal amount of the Existing Notes. By the date of publication of this notice, holders of Existing Notes whose nominal amount exceeds 85% of the total nominal amount of all Existing Notes have undertaken to vote in favour of the Resolutions by entering into transaction support agreements (hereinafter: Transaction Support Agreements).
The Issuer is expected to publish the announcement of the voting results on 2 February 2026.
2. Exchange offer
Holders of Existing Notes may, during the period from 26.1.2026 to 18:00 CET on 30.1.2026 (hereinafter: the Offer Period), accept the Issuer's offer to exchange the Existing Notes for New Notes (hereinafter: the Offer ).
The condition for the exchange is that a written notice from NLB d.d. will be published on the SEOnet website (http://seonet.ljse.si/) no later than 31 March 2026, stating that the first drawdown has occurred in accordance with the Pari Passu FA, as set out in the Intercreditor Agreement (hereinafter, the ICA) concluded between, among others, the Issuer and the members of the Group as the Original Debtors, the lenders under the Pari Passu FA, GLAS Trust Corporation Limited as the Notes Agent and NLB d.d, as the Security Agent (hereinafter: the Condition Precedent). The ICA will be entered into in the form attached to this announcement.
If the Condition Precedent is not satisfied, neither the Offer nor its acceptance by the holders of the Existing Notes will have any effect.
The rights under the New Notes are set out in the attached document containing the terms and conditions of the New Notes (hereinafter: SIJ9 Conditions), and differ from the rights under the Existing Notes, among other things, in that, from the date of issue, the New Notes will bear a higher interest rate of 8%, and that certain rights will be agreed in accordance with the ICA for the benefit of the holders of the New Notes in relation to the security that the Issuer and its subsidiaries will provide for the benefit of the lenders under the Pari Passu FA and the holders of the New Notes.
By accepting the Offer the holder of Existing Notes acknowledges the ICA and agrees to be entitled to the benefits under the ICA and to be bound by the terms of the ICA as if a party thereto.
Each holder of Existing Notes may accept the Offer by notifying KDD – Centralna klirinško depotna družba d.d. (hereinafter: KDD) of its decision through the KDD member that maintains the dematerialized securities account in which its Existing Notes are held. Since the acceptance of the Offer must be notified to the KDD before the end of the Offer Period it is recommended that each holder of the Existing Notes check with its KDD member how long before the expiry of the Offer Period the KDD member must receive their instruction to accept the Offer, so that the KDD member can notify KDD of the decision in a timely manner.
The Issuer is expected to publish a notice on the outcome of the exchange offer on February 2, 2026.
3. Possibility of concluding Transaction Support Agreements
Holders of Existing Notes whose nominal amount exceeds 85 percent of the total nominal amount of all Existing Notes have, by entering into the Transaction Support Agreements, undertaken to vote in favor of the Resolutions and to sign the necessary documents and will therefore be entitled to the support fee as set forth in the Transaction Support Agreements.
The Issuer once again invites all other Noteholders interested in signing a Transaction Support Agreement to contact the Group's legal advisor, Jadek & Pensa, by email at project-sava@jadek-pensa.si by no later than 17:00 CET on 23 January 2026. All Noteholders who provide their support will be entitled to a support fee (as set out in the Transaction Support Agreement). The Management Board of SIJ d.d.
Date: 19.01.2026
|
|