23rd Apr 2026 17:29
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
23 April 2026
NGD HOLDINGS B.V. ANNOUNCES THE EXTENSION OF ITS CONSENT SOLICITATION
NGD HOLDINGS B.V.
(a private company with limited liability incorporated under the laws of The Netherlands, with registered office at Hildegard von Bingenstraat 50, 52, 1081 LH, Amsterdam, The Netherlands, and registered with the Trade Register of the Chamber of Commerce under number 65943112)
Solicitation of Consents
under the trust deed dated 17 May 2021 in relation to the
US$425,000,000 6.75% Senior Secured Notes due 2026 issued by NGD Holdings B.V.
(ISIN XS2342932576/ XS2342932907) (the "Notes")
NGD Holdings B.V. (the "Issuer") hereby announces the extension of the Consent Solicitation. The new Consent Deadline shall be 4:00 p.m. (London time) on 30 April 2026. All other terms of the Consent Solicitation and the Consent Solicitation Memorandum remain the same.
Capitalized terms used but not defined in this announcement have the same meaning ascribed to them in the consent solicitation memorandum dated 9 April 2026 (the "Consent Solicitation Memorandum").
As of the date of this announcement, Consent Instructions (and, therefore, Scheme Instructions) in support of the Proposals have been received from Noteholders holding 88.66% in aggregate principal amount of the outstanding Notes.
Noteholders are reminded that, in accordance with the terms of the Consent Solicitation, subject to the occurrence of the Effective Time (i.e., the time at which Consent Instructions have been received from Noteholders holding more than 90% in aggregate principal amount of the outstanding Notes), the Issuer shall only pay a Consent Payment to each Noteholder that validly delivers (and does not validly revoke) a Consent Instruction which is received by the Tabulation Agent on or prior to the Effective Time, being an amount equal to its Consent Fee Proportion of (i) US$2,750,000; and (ii) the total aggregate amount of Accrued Interest irrevocably waived pursuant to the Proposals. Noteholders are therefore encouraged to proceed to urgently submit a Consent Instruction in respect of any remaining principal amount of Notes in respect of which Consents have not previously been provided in order that they can be eligible to receive the Consent Payment.
If the Effective Time does not occur on or prior to the Consent Deadline, the Issuer may proceed to launch a Scheme to implement the Proposals, in which event the approval of only (i) 50% in number and (ii) 75% of the nominal value of the Notes, whether by Scheme Instruction, in person or otherwise by proxy, at the Scheme creditors meeting would be required to approve the Proposals. However, if the Issuer elects to proceed with a Scheme in order to implement the Proposals, no Consent Payment shall be payable.
Requests for all information in relation to the Consent Solicitation should be directed to:
The Tabulation Agent
GLAS SPECIALIST SERVICES LIMITED
2nd Floor, 10 Old Bailey
London
EC4M 7NG
United Kingdom
Email: Liability Management London [email protected]
Telephone: +44 20 3597 2940
This announcement has been prepared by the Issuer exclusively for information purposes. It does not constitute or include any advice or recommendation by the Issuer (or any other person) regarding the securities of the Issuer or as to the merits of any transaction or the making of any investment decision. It does not constitute or include any confirmation or commitment by the Issuer (or any other person) regarding the present or future value of the business of the Group, its securities, its affiliates or any of the Group's or their assets.
Neither this announcement nor the Consent Solicitation Memorandum constitutes or forms part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any other entity in any jurisdiction.
The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Consent Solicitation Memorandum comes are required by the Issuer and the Tabulation Agent to inform themselves about, and to observe, any such restrictions. This announcement and any materials relating to the Consent Solicitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.
This announcement may include "forward-looking" statements within the meaning of applicable securities laws. Any such statements reflect the current views of the Group about further events and performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.
Please address any questions or concerns to:
Oksana Nersesova
+442039806598