These notes are intended to provide assistance for the completion of the online form.
Documentation concerning the Scheme of Arrangement (the “Scheme”) can be found on the website pages that have been created for this event that contains information specific to the Scheme and should be referred to by bondholders and their custodians and/or advisors. These notes should not be a substitute for reading the Scheme in its entirety and do not constitute legal, financial or tax advice in relation to the same. Holders are encouraged to seek independent advice, if required.
The definitions of capitalized terms used below can be found in the Scheme.
SCHEME OF ARRANGEMENT
Q1. What is the purpose of the Scheme Document?
Q2. What is a scheme of arrangement?
Q3. When is a scheme of arrangement used?
Q4. What is the objective of implementing the Scheme?
Q5. What arrangement and compromise does the Scheme seek to implement?
Q6. What will Noteholders receive under the Scheme?
Q7. If I elect to be a Tendering Noteholder, how do I receive my Existing Notes Tender Offer Amount?
Q8. If I elect to be a Rolling Noteholder, how do I receive my Rolled Commitments?
Q9. Who is eligible to participate in the Scheme?
Q10. Who is entitled to an Early Bird Consent Fee?
Q11. Who is entitled to a Regular Consent Fee?
Q12. What are the Conditions and what is their relevance to the Effective Date?
Q13. What happens if the Conditions are not satisfied?
Q14. What is the position of the Board with regard to the Scheme?
Q15. Who is a Scheme Creditor?
Q16. How is the majority for the Scheme calculated?
Q17. I am a Noteholder. How do I cast a vote?
Q18. What are Blocking Instructions and why are they necessary?
Q19. What happens if Scheme Creditors do not approve the Scheme?
Q20. What is the location, date and time of the Scheme Meeting?
Q21. When do you expect the Scheme to become effective?
Q22. What are the tax consequences of the Scheme?
Q23. What is the Helpline?
Q24. Where can I obtain copies of the Scheme Document and accompanying Schedules and Appendices?
ONLINE FORMS
Q1. What are the deadlines for the Account Holder Letter
Q2. Should the details be completed by the custodians, or bondholders themselves?
Q3. What information is requested about the holders to participate in the Scheme?
Q4. I have no change in position since June 1, what should I complete for Part II - Holding Details?
Q5. How do I fill in the number of MEBs?
Q6. I am unable to upload files to to the form what should I do?
Q7. The online forms cannot be opened due to our security policy. Is there any other way we can proceed?
The purpose is to present information relating to the Scheme, to satisfy the requirements of the Act and applicable securities laws and to enable Noteholders to make an informed decision about the Scheme. The Scheme Document also sets out the expected timetable for implementation of the Scheme.
A scheme of arrangement is a compromise or arrangement between a company and its creditors (or a class of them) pursuant to Section 210 of the Act. To become legally binding such arrangements must be sanctioned by the Court, and, in addition:
a simple majority in number (unless the Court orders otherwise) of Scheme Creditors present and voting at the Scheme Meeting in person or by proxy (hereafter, a ‘majority in number’), representing at least three fourths in value of the Scheme Claims of the Scheme Creditors present and voting at the Scheme Meeting in person or by proxy (hereafter, a ‘majority in value’) must vote in favour of the Scheme at the Scheme Meeting;
each and every condition specified by the terms of the arrangement must be satisfied in accordance with the terms of the arrangement; and
an office copy of the order of the Court sanctioning such arrangement must be lodged with ACRA for registration.
Only if each of these requirements is satisfied will the Scheme become legally binding (as a matter of Singapore law) on: (i) the Scheme Company; and (ii) all Scheme Creditors, regardless of whether such Scheme Creditors attended or voted (in favour or against) or did not vote on the Scheme at the Scheme Meeting.
A scheme of arrangement is frequently used as a means of implementing a financial restructuring and as an alternative to the commencement of Insolvency Proceedings.
The objective of the Scheme is to implement an arrangement and compromise between the Scheme Company and the Scheme Creditors in respect of the Existing Notes, so as to create more favourable trading conditions for the Group to continue to carry on business as a going concern.
If the Scheme becomes effective, the Existing Notes will be cancelled and discharged in exchange for cash (if a Noteholder elects to be a Tendering Noteholder) or deemed commitments under a Singapore-law governed New Facility Agreement (if a Noteholder elects to be a Rolling Noteholder) on the terms set out in the New Facility Agreement (and summarised in the Description of the New Facility Agreement).
A Noteholder who elects to be a Tendering Noteholder (and tender all of its Existing Notes in the Existing Notes Tender Offer) will be entitled to receive cash in an amount equal to its Existing Notes Tender Offer Amount on the Settlement Date. Its Existing Notes Tender Offer Amount will be calculated by multiplying the Existing Notes Tender Offer Price (being US$0.20 or such higher price as may be agreed between the Parent and the Arrangers) and the Outstanding Principal Amount of Existing Notes held by that Tendering Noteholder.
A Noteholder who elects to be a Rolling Noteholder (and exchange all of its Existing Notes in the Existing Notes Exchange Offer) will be deemed to have committed a senior facility A loan in an amount equal to the Rolled Commitment under a Singapore law governed New Facility Agreement. The Rolled Commitment of a Rolling Noteholder will be calculated by multiplying the Exchange Offer Price and the Outstanding Principal Amount of Existing Notes held by that Rolling Noteholder. The Exchange Offer Price ranges from US$0.35 to US$0.40 and will be determined based on the proportion of holders who elect to participate in the Existing Notes Exchange Offer. Specifically, the Exchange Offer Price will be:
(a) US$0.40, if holders of less than 50% of the Outstanding Principal Amount of the Existing Notes participate in the Existing Notes Exchange Offer;
(b) US$0.37, if holders of less than 75% but more than or equal to 50% of the Outstanding Principal Amount of the Existing Notes participate in the Existing Notes Exchange Offer; and
(c) US$0.35, if all holders or holders of less than 100% but more than or equal to 75% of the Outstanding Principal Amount of the Existing Notes participate in the Existing Notes Exchange Offer.
In addition, Eligible Consenting Creditors will be entitled to a Consent Fee.
The Existing Notes Tender Offer Amounts will be transferred to each Tendering Noteholder via the Clearing System account in which that Tendering Noteholder holds its Existing Notes.
The Rolled Commitments will be calculated as soon as reasonably practicable after the Scheme Meeting and Rolling Noteholders will be informed of their Rolled Commitments on the Effective Date. The Rolled Commitment of each Rolling Noteholder will be set out in Part II of Schedule 1 to the New Facility Agreement beside that Rolling Noteholder’s name.
A Noteholder who elects to be a Rolling Noteholder must also, by the date of the sanction hearing in respect of the Scheme, supply or procure the supply of, all KYC Documentation. A Noteholder who elects to be a Rolling Noteholder but fails to comply with the New Agent’s “know your customer” or similar checks by the date of the sanction hearing in respect of the Scheme will be deemed to be a Tendering Noteholder.
By the date falling one week after the Effective Date, the Scheme Company shall send the execution version of the New Facility Agreement to each Rolling Noteholder together with signing instructions for that Rolling Noteholder. If the Scheme Company does not receive duly signed signature pages from a Rolling Noteholder in accordance with and by the deadline set out in such signing instructions, the Scheme Company will exercise the authority and power granted and conferred on the Scheme Company under Clause 10.3 of the Scheme (which will only take effect on the Effective Date if, among other things, the Scheme is sanctioned by the Court) and enter into, execute and deliver the New Facility Agreement on behalf of that Rolling Noteholder on the Settlement Date.
Noteholders who submit a duly completed Account Holder Letter and make affirmative Securities Law Representations may participate in the Scheme. Any Noteholder who does not submit a duly completed Account Holder Letter in respect of its Scheme Claims to the Information Agent on or prior to the Scheme Meeting or cannot make affirmative Securities Law Representations, will be deemed to be a Tendering Noteholder.
Tendering Noteholders will receive an amount in cash equal to the Existing Notes Tender Offer Amount on the Settlement Date in exchange for their Existing Notes.
Each Eligible Consenting Creditor who:
became a party to the RSA as a “Consenting Creditor” prior to 5:00 p.m. (Singapore time) on 1 June 2021;
tendered the Requisite MEBs in connection with the MEB Tender Offer; and
votes in favour of the Scheme at the Scheme Meeting in accordance with the Scheme Document;
will be entitled to an Early Bird Consent Fee. [The Early Bird Consent Fee will be transferred to the relevant Eligible Consenting Creditor via the Clearing System account in which that Eligible Consenting Creditor holds its Existing Notes.]
With respect to a Consenting Creditor, its Requisite MEBs means such number of MEBs equal to the lower of: (I) all MEBS held or controlled by it as of 5:00 p.m. (Singapore time) on 1 June 2021; and (II) such number of MEBs equal to the OutstandingPrincipal Amount of Existing Notes held by that Consenting Creditor divided by US$100,000, multiplied by 55 and rounded down to the nearest MEB. The MEB Tender Offer will be made by the Scheme Company on or around the date of this Scheme Document.
Each Eligible Consenting Creditor who:
became a party to the RSA as a “Consenting Creditor” prior to 5:00 p.m. (Singapore time) on 27 June 2021; and
votes in favour of the Scheme at the Scheme Meeting in accordance with the Scheme Document;
will be entitled to a Regular Consent Fee. The Regular Consent Fee will be transferred to the relevant Eligible Consenting Creditor via the Clearing System account in which that Eligible Consenting Creditor holds its Existing Notes.
The Conditions to the Scheme are set out in full at Chapter 4 of the Scheme. The Effective Date of the Scheme only arises once each of the Conditions has been satisfied. The Scheme Company will issue the Completion Notice to the Information Agent (which will circulate the Completion Notice to the Existing Trustee and within the Clearing Systems for the benefit of Scheme Creditors) upon the satisfaction of the Conditions. The Completion Notice will specify the Effective Date of the Scheme and the Settlement Date.
The Scheme will not become effective. If the Scheme is not implemented, significant doubt will be cast on the ability of the Scheme Company and/or the Parent to continue to carry on business as a going concern.
The Board, having considered the terms of the Scheme, the opinions expressed by the Financial Adviser, and advice from appropriate legal and financial advisers, considers that the Scheme is in the best interests of the Scheme Company and its shareholders and creditors as a whole. Based on the foregoing, the Board recommends that Scheme Creditors vote in favour of the Scheme at the Scheme Meeting.
You are a Scheme Creditor if you are a creditor of the Scheme Company in respect of a Scheme Claim. If you hold (or held) an economic or beneficial interest as principal in the Existing Notes at the Record Time, you will be a Scheme Creditor in your capacity as a Noteholder. Noteholders will be entitled to attend and vote in person or by proxy at the Scheme Meeting.
The Noteholders attending and voting at the Scheme Meeting (in person or by proxy) will be counted for the ‘majority in number’ requirement, and the Scheme Claims of Noteholders attending and voting at the Scheme Meeting (in person or by proxy) will be counted for the ‘majority in value’ requirement.
If you wish to vote at the Scheme Meeting, you should contact your Account Holder (or any Intermediary through which you hold your interest in the Existing Notes) to ensure that an Account Holder Letter is completed on your behalf and submitted to the Information Agent prior to the Record Time.
Before submitting your Account Holder Letter to the Information Agent, your Account Holder should submit Blocking Instructions in respect of your holding in the Existing Notes to Euroclear or Clearstream (as applicable). The Blocking Instruction reference number should be listed in Part 2 of your Account Holder Letter.
Please give ample time to allow your Account Holder and/or Intermediary to process your instructions and submit an Account Holder Letter on your behalf. To ensure timely submission of your Account Holder Letter, please check with your Account Holder for clarification as to the processing time required and deliver the appropriate materials well before that time.
Please note that the Clearing System through which your interest in the Existing Notes is held may impose an earlier deadline for the submission of Blocking Instructions and/or Account Holder Letters. To ensure timely submission of your Blocking Instructions and Account Holder Letter, please ask your Account Holder to check with the relevant Clearing System as to whether any earlier deadline is applicable and ensure your Blocking Instructions and Account Holder Letter are submitted well before any applicable deadlines.
Any Noteholder that fails to submit a duly completed Account Holder Letter in respect of its Scheme Claims to the Information Agent or who fails to make affirmative Securities Law Representations to the Scheme Company prior to the Record Time will not be entitled to vote at the Scheme Meeting. Such Noteholder will, however, be bound by the terms of the Scheme in the event that it becomes effective, and any Existing Notes held by such Noteholder will be cancelled on the Settlement Date in accordance with the terms of the Scheme. Such Noteholders are advised to refer to paragraph 2.5 of the Explanatory Statement for details of how they may nonetheless elect to be either a Rolling Noteholder or a Tendering Noteholder.
Blocking Instructions are irrevocable instructions which prevent transfers of the Existing Notes until the Settlement Date. These restrictions are necessary to prevent the same holding of Notes being voted more than once.
Blocking Instructions and the undertakings by the Account Holders not to transfer the Existing Notes will be irrevocable after the Record Time unless and until:
(a) the Scheme is not approved by the requisite statutory majorities at the Scheme Meeting, is withdrawn or is terminated in accordance with its terms;
(b) the Scheme is not sanctioned by the Court at the hearing scheduled for this purpose (or any adjournment thereof); or
(c) the Effective Date does not occur by 16 September 2021.
If the Scheme is not approved by the majorities required by the Act, the Scheme will not become effective. If the Scheme is not implemented, significant doubt will be cast on the ability of the Scheme Company and/or the Parent to continue to carry on business as a going concern.
The Scheme Meeting will take place at 11 August 2021 at 10:00 a.m. (Singapore time) by way of electronic means via the tele and video-conferencing application Zoom. The notice which convenes the Scheme Meeting is set out at Appendix 3.
Provided that: (i) the Scheme receives the approval of the requisite majorities of Scheme Creditors at the Scheme Meeting; (ii) the Court grants an order which sanctions the Scheme; and (iii) all other Conditions are satisfied in a timely manner in accordance with the terms of the Scheme, it is expected that the Effective Date will occur on or around the month of August 2021.
Tax considerations may be complex. The tax consequences arising for you as a result of the Scheme becoming effective depend on the facts relating to your own personal situation. It is recommended that you consult with your own tax adviser for a full understanding of any such tax consequences as they may be applicable to you.
If you have any questions relating to the Scheme Document or the Account Holder Letter please contact the Information Agent at the Helpline. You may contact the Information Agent by telephone between the hours of 9:30 a.m. and 6:30 a.m. (Hong Kong time) on +852 2526 5406 or by e-mail at blueoceaninfo@lynchpinbm.com. The Information Agent cannot and will not provide advice on the merits of the Scheme or give any financial or legal advice, and will under no circumstances be soliciting proxies or votes in respect of the Scheme.
Further copies of the Scheme Document can be obtained online at http://lynchpinbm.com/bo2021-landing or via e-mail request to the Information Agent at blueoceaninfo@lynchpinbm.com.
The Account Holder Letter (“AHL”) must be submitted online, and must be received by the Information Agent by no later than 5:00 p.m. (Singapore time) on August 6, 2021 (“Record Time”) in order for the voting instructions to be valid.
You are advised to submit the AHL at an earlier date so that you may rectify any issues with your submission.
Normally custodians will provide the information following approval by bondholders. However, beneficial owners can complete the online form and provide the custodian contact details with accurate Clearing System account information.
Full Name
Mailing address
Email address
Fax Number (Optional)
Principal Amount (USD) of the Existing Notes &/or Number of MEBs held
Blocking/Instruction numbers for your positions
Lynchpin reference number of Accession Deed (if any)
Please note that you must submit your blocking instructions to the clearing house prior to submitting the Account Holder Letter.
Please duplicate the information you have filled in for June 1 for the other dates.
One MEB has a principal amount of USD 2,000, so you divide your holdings by 2,000 to calculate how many MEBs you hold. For example, if your MEB holdings have a principle value of USD 200,000, you would input "100" in the related field.
Back to top
After you have completed the form, please click on “Save and Resume Later” at the bottom and email the link that is generated to blueoceaninfo@lynchpinbm.com along with the PDFs you were unable to upload to the form.
Back to top
Please send an email to blueoceaninfo@lynchpinbm.com for further assistance.
Back to top