A50237001
2
If the Transaction is approved by the General Meeting, on or around the date on which the
Transaction comes into full force and effect (the “Transaction Effective Date”), New Topco
will issue contractual “contingent value rights” (“CVRs”) to the Shareholders who hold shares
in the capital of the Company (“Shares”) at the CVR Record Date. Such CVRs will be issued
for nil consideration and Shareholders on the CVR Record Date will receive such CVRs
whether or not they voted in favour of the Transaction (including the Dissolution). The CVRs
will entitle the holders to, in aggregate and as at the Transaction Effective Date, 20% of the
aggregate economic interest in the post-closing equity of New Topco and, indirectly, its
interest in the Group. The CPU Creditors will be entitled to the remaining 80% of the
economic interest through the Dutch Trust Foundations. The Shareholders should however
be aware that there is no assurance that the CVRs will have any value.
If the Transaction is not approved by the General Meeting:
(i) the Company will request the Shareholders to approve the Authorisation resulting in
the ability of the Company to issue new Shares to CPU Creditors, which would allow
the Company to implement the Transaction, without a WHOA Restructuring Plan, but
in this case no CVRs would be issued;
(ii) certain parts of the Transaction may be implemented, at the Company’s election,
through a restructuring plan (akkoord) in a WHOA process (the “WHOA
Restructuring Plan”). Such WHOA Restructuring Plan would ultimately result in
CPU Creditors holding 100% of the aggregate economic interest in the post-closing
equity of New Topco (and, indirectly, its interest in the Group) through the Dutch Trust
Foundations; or
(iii) a default under the Group Services’ Debt Facilities will be triggered and the Financial
Creditors (including the CPU Creditors) will be entitled to enforce their security rights
at different levels in the Group.
As a result, in any scenario in which the Transaction is not approved by the General Meeting
at the AGM, the Shareholders will not benefit from any potential interest (economic or
otherwise) in the restructured Group. In addition, it should be anticipated by Shareholders
that in such case the Company may still be dissolved and liquidated and may cease to exist
by operation of law without any distribution or other payment by the Company to the
Shareholders. Further details on the consequence for the Shareholders if the Transaction
(including the Transfer, the issuance of CVRs and the Dissolution) is not approved by the
General Meeting are set out in paragraph 7 (Consequences if the Transaction is not
approved by the General Meeting) of this Shareholder Circular.
When entering into the Support Agreement, the Management Board and the Supervisory
Board (together, the “Boards”) had careful regard to the current financial position of the
Company and the Group, including the impact that negative macro-economic factors had on
them over the course of the last financial year. They also had regard to the near-term
prospects of repaying the Group Services’ Debt or refinancing the Group Services’ Debt
through one or more capital markets transactions on or before the maturity date of 30 June
2023 and the consequences of not committing to the Transaction and instead a default
occurring under the Group Services’ Debt on the current maturity date.
After due and careful consideration of such matters and after having been advised by
financial, tax and legal advisers, the Boards determined the Transaction to be in the best
interest of the Company and its stakeholders, including the Shareholders, and this remains
their conclusion.