NOTICE TO SCHEME CREDITORS
Please take note that the Scheme was put to the Scheme Creditors at the duly convened Scheme Meeting held on 26 October 2017, 10 a.m. at 55 Market Street, #03-01, Singapore 048941, and was chaired by Jason Kardachi, acting as the Chairman of the Scheme Meeting.
The Scheme was put to a vote and was approved by the requisite majority in number representing at least three-fourths in value of the Scheme Creditors.
Following the approval, the Scheme Company applied to the Court for, among other things, the sanction of the Scheme. Please be informed that the hearing before the Court to sanction the Scheme has been fixed on 8 November 2017, at 5.00 p.m., to be held at Chamber 3B of the Supreme Court of Singapore, at 1 Supreme Court Lane, Singapore 178879
BLD INVESTMENTS PTE LTD
(Singapore UEN No.: 201000955M) (the “Scheme Company”)
Proposed Scheme of Arrangement (under Section 210 of the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore) in relation to the US$155,000,000 8.625% guaranteed equity linked bonds due 2015 issued by the Scheme Company (the “Notes”) pursuant a trust deed dated 23 March 2010 between the Scheme Company, PT Bakrieland Development Tbk (the “Parent”) and The Bank of New York Mellon (in its capacity as trustee under the Trust Deed)
The objective of the Scheme is to implement an arrangement and compromise in respect of claims against the Scheme Company and the Parent arising directly or indirectly out of, in relation to and/or in connection with the Notes and/or the Trust Deed.
NOTICE IS HEREBY GIVEN that by an Order dated 23 August 2017 (the “Order”) made in the above matter, the High Court of the Republic of Singapore (the “Court”) has directed that a meeting of Scheme Creditors (as defined in the Scheme) of the above-named company (hereinafter called the “Scheme Company”) (the “Scheme Meeting”) be convened for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement pursuant to section 210 of the Companies Act (Chapter 50; 2006 Revised Edition) of the Republic of Singapore (the “Act”) (the “Scheme”), proposed to be made between the Scheme Company and the Scheme Creditors and that such Scheme Meeting shall be held at 10:00 a.m. (Singapore time) on 26 October 2017 at 55 Market Street, #03-01, Singapore 048941.
A copy of the Scheme is incorporated in the composite document to be dispatched to Scheme Creditors in respect of the Scheme, which includes an explanatory statement pursuant to Section 211 of the Act (the “Scheme Document”). Unless otherwise indicated, capitalised words and phrases used herein have the meaning provided in the Scheme Document.
The following is a summary of the arrangements which have been made for the purpose of voting in respect of the Scheme at the Scheme Meeting. Full details of these arrangements, and the action to be taken by Scheme Creditors, are set out in the Scheme Document.
The Trustee and The Bank of New York Depository (Nominees) Limited (as nominee for the Depositary) have been directed by the Court not to, and accordingly will not, vote in respect of the Notes at the Scheme Meeting, save that the Trustee shall be entitled to vote in respect of its Remuneration and Expenses Claim.
Votes attributable to the Notes may be cast by Noteholders by submitting a valid Account Holder Letter in respect of their interests in the Notes. Votes attributable to the Remuneration and Expenses Claim may be cast by the Trustee submitting a valid Proof of Debt in respect of its Remuneration and Expenses Claim. Appendix 1A and 1B to the Scheme Document contain detailed instructions in relation to the completion and submission of Account Holder Letters and Proof of Debt, respectively. The Account Holder Letters and Proof of Debt must be submitted to the Chairman by 5:00 p.m. (Singapore time) on 22 September 2017.
By the Order, the Court has appointed Mr. Jason Aleksander Kardachi of Borrelli Walsh Pte Limited of One Raffles Place, Tower 2, #10-62, Singapore 048616 or, failing him, any other Managing Director or Director of Borrelli Walsh Pte Limited, to act as Chairman at the Scheme Meeting, and has directed the Chairman to report the result of the Scheme Meeting to the Court.
In the event that the Scheme is approved by Scheme Creditors or Persons voting on their behalf, a hearing before the Court is necessary in order to sanction the Scheme. All Scheme Creditors (other than those directed not to vote, as referred to above) will be entitled to attend the Court hearing in person or through legal representatives to support or oppose the sanctioning of the Scheme. It is expected that the Court hearing will be held at on or around the week of 6 November 2017. The Scheme will be subject to the subsequent sanction of the Court.
Each Noteholder will need to give instructions to the relevant Account Holders as to voting. Noteholders should note, however, that unless a valid Account Holder Letter is delivered at or before the Record Time, the voting instructions contained in that Account Holder Letter will be disregarded for the purposes of voting at the Scheme Meeting and the Noteholder will not be able to vote at the Scheme Meeting.
If you are a Noteholder, whether or not you are able to attend the Scheme Meeting or any adjournment thereof, you are strongly urged to complete and sign the form of proxy contained at Part 4 of the Account Holder Letter, in accordance with the instructions printed thereon.
If you are the Trustee, whether or not you are able to attend the Scheme Meeting or any adjournment thereof, you are strongly urged to complete and sign the form of proxy contained at Part 2 of the Proof of Debt (in respect of the Trustee’s Remuneration and Expenses Claim only), in accordance with the instructions printed thereon.
It is requested that the completed Account Holder Letter and the Proof of Debt (including the completed proxy form) be sent by Post, facsimile or e-mail to Borrelli Walsh Pte Limited of One Raffles Place, Tower 2, #10-62, Singapore 048616. (“Scheme Manager”) (telephone number: +65 6327-1211; facsimile number: +65 6327-1711; e-mail: BLDInvestments@borrelliwalsh.com), marked for the attention of Mr. Jason Kardachi, to be received not later than the Record Time. However, if a completed Account Holder Letter or Proof of Debt (including a completed proxy form) is not so lodged or sent by facsimile, it may be handed to the Chairman at the Scheme Meeting.