1. Ingeniería

NORDI C T R U S T E E
Denne melding til obligasjonseieme er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee ASA
To the bondholders in:
ISIN: NO 001 0724818
-
First Priority Oro Negro Impetus Pte. Ltd. Senior
Secured Bond Issue 2014/2015
Oslo, 29 January 2015
Sum mons to Bondholders’ Meeting
Nordic Trustee ASA is appointed as Bond Trustee for the above mentioned Bond Issue.
Capitalised terms used herein shall have the meaning assigned to them in the bond agreement dated 4
December 2014 (the “Bond Agreement”), unless otherwise stated herein.
Clearwater Capital Partners Pacific IV, Ltd (“Clearwater”) has in accordance with Clause 16.2.1(b)
of the Bond Agreement requested the Bond Trustee to summon a Bondholders’ meeting.
Clearwater has requested the Bondholders’ meeting to review, consider and discuss whether the
Trustee acted appropriately and in accordance with Bondholders’ best interests when reacting to
information provided by Clearwater’s counsel. Following the consideration of such matters, the
Bondholders meeting will consider the removal of the Bond Trustee and Security Agent as set out in
the Proposals below. Clearwater holds between 10 and 15% of the Bonds in the Bond Issue.
Please be advised that an information package from Clearwater will be sent to the Bond Trustee and
made available on the website www.stamdata.com prior to the meeting. If you need further
information from Clearwater, please contact Edward Caims ([email protected]) or
Andrew Payne ([email protected]').
For the Bondholders’ information, the Bond Trustee wants to point out that the Bond Trustee has
conducted its obligations under the Bond Agreement based on thorough assessments and qualified
external legal advice. Please also note that the Bond Trustee may provide additional relevant
information on the website www.stamdata.com prior to the meeting.
The Bond Trustee wishes to point out that should the said resolutions be adopted, a further
Bondholders’ Meeting must be held in order to elect a new Bond Trustee.
The Bond Trustee also wants to point out that the proposed change of Bond Trustee and Security
Agent is not initiated by the Bond Trustee, and that, should the said proposal be adopted, the Bond
Trustee will maintain and fulfill its functions and obligations under the Bond Agreement until a new
Bond Trustee is elected.
L 5801040 VI 29.01.15 92656-124
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SUMMONS FOR BONDHOLDERS’ MEETING:
Bondholders are hereby summoned to a Bondholders’ meeting:
Time:
Place:
12 February 2015 at 1400 hours (Oslo time),
The premises of Nordic Trustee ASA,
Haakon Vns gt 1,0161 Oslo - 6th floor
The Bond Trustee will provide Bondholders who wish to participate at the meeting by way of
telephone conference with call-in details upon receipt of proof of ownership of the Bonds as further
described below.
Agenda:
1.
2.
3.
4.
5.
6.
7.
8.
9.
Opening of the meeting by the Bond Trustee.
Recording of the number of Bondholders and Bonds represented.
Approval of the summons.
Approval of the agenda.
Election of Chairman of the meeting. Proposal for Clearwater representative to be the
Chairman.
Election of two persons to co-sign the minutes together with the Chairman.
Discussion between the participating Bondholders.
Request for adoption of resolution 1.
Request for adoption of resolution 2.
It is proposed from Clearwater that the Bondholders’ Meeting resolve as follows:
Resolution 1:
The Bond Trustee is replaced by another trustee, such appointment to take place as soon as
practicable.
Resolution 2:
The Security Agent is replaced by another security agent, such appointment to take place as
soon as practicable.
In order to have a quorum, at least (1/2) (half) of the voting Bonds must be represented at the meeting.
Bondholders representing at least 2/3 (two thirds) of the Bonds represented in person or by proxy at
the meeting must vote in favour of the resolution.
Please find attached a Bondholder’s Form (see Schedule) from the Securities Depository (VPS),
indicating your bondholding at the printing date. The Bondholder’s Form will serve as proof of
ownership of the Bonds and of the voting rights at the bondholders’ meeting. (If the bonds are held in
custody - i.e. the owner is not registered directly in the VPS - the custodian must confirm; (i) the
owner of the bonds, (ii) the aggregate nominal amount of the bonds and (iii) the account number in
VPS on which the bonds are registered.)
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The individual bondholder may authorise Nordic Trustee to vote on its behalf, in which case the
Bondholder’s Form also serves as a proxy. A duly signed Bondholder’s Form, authorising Nordic
Trustee to vote, must then be returned to Nordic Trustee prior to the start of the Bondholders'
Meeting, by scanned e-mail, telefax or post - please see the first page of this letter for further details.
For the avoidance of doubt, Nordic Trustee will not accept any discretion to vote and all Bondholder
Forms must indicate clearly whether the Bondholder wishes for Nordic Trustee (as proxy) to vote for
or against a particular resolution.
In the event that Bonds have been transferred to a new owner after the Bondholder’s Form was made,
the new Bondholder must bring to the Bondholders’ meeting or enclose with the proxy, as the case
may be, evidence which the Bond Trustee accepts as sufficient proof of the ownership of the Bonds.
For practical purposes, we request those who intend to attend the bondholders’ meeting, either in
person or by proxy, notify Nordic Trustee by telephone or by e-mail ([email protected]) prior to
16:00 hours (4 pm) (Oslo time) on 11 February 2015.
Call in details will be provided to Bondholders wishing to participate in the discussions to be held in
the Bondholders' Meeting. Such participation will not be counted as attendance at the meeting and it
will not be possible to cast any vote over the phone. More information on how to get access to the call
in details will be posted on the website www.stamdata.com prior to the meeting.
Yours sincerely
Nordic Trustee ASA
Enclosed as Schedule: Bondholder’s Form