Crew Gold Announces an Agreement in Principle with certain
Bondholders to Restructure the Balance Sh
(Thomson Reuters ONE) - Corporate news announcement processed and transmitted by Hugin AS.The issuer is solely responsible for the content of this announcement. ------------------------------------------------------------------------------------ Press Release - October 28, 2009 Crew Gold Announces an Agreement in Principle with certain Bondholders to Restructure the Balance Sheet through a Proposed Debt-to-Equity ConversionLONDON, United Kingdom: Crew Gold Corporation ("Crew" or "theCompany") (TSX: CRU) (OSE: CRU) today announces an agreement inprinciple with certain bondholders, including the largest secured andunsecured bondholders and a majority of the 2009 bondholders, tostrengthen its balance sheet through the proposed conversion intocommon shares (the "Debt-for-Equity Conversion" or "Restructuring")of approximately US$235 million of debt at the Company levelincluding approximately US$225 million principal amount of bonds("Bonds") issued by Crew. The agreement in principle is subject tosettlement and execution of definitive agreements.Crew previously announced a restructuring proposal on August 20, 2009to strengthen its balance sheet. The bondholders in the NOK 122mOctober 27, 2009 senior unsecured bond (the "2009 bonds") rejectedthe restructuring in the subsequent bondholder meeting held September1, 2009. As a result of this and the previously announced Corporateand LEFA Operational Updates, published October 12, 2009, Crew hascontinued the dialogue with its lenders with the aim of securing anew capital platform for the Company. Crew has achieved a newRestructuring proposal that will substantially reduce the Company'sleverage and provide the Company with the flexibility to execute itsbusiness plan. The Company expects that the Restructuring will allowit to meet its current cash flow requirements with cash generatedfrom operations.Following completion of the proposed Debt for Equity Conversion, theholders of the debt being converted into common shares (the "Debtholders") will hold, in the aggregate, 95% of the Company'soutstanding common shares. The effective exchange price for theshares so issued will be approximately 0.64 NOK per share.Debt-for-Equity ConversionCrew currently has approximately US$101.7 million principal amount ofsenior secured bonds due March 30, 2011 (the "Senior Secured Bonds")outstanding, US$195.2 million principal amount of unsecuredconvertible bonds due December 1, 2010 (the "Convertible Bonds")outstanding, US$22.0 million principal amount of the 2009 bondsoutstanding, and US$10 million principal amount of other unsecureddebt (together with the Convertible Bonds and the 2009 bonds, the"Unsecured Debt").Under the proposed Debt-for-Equity Conversion, Crew will convert intocommon shares:* 50% of the outstanding principal amount of the Senior Secured Bonds (US$50.8 million)* 80% of the outstanding principal amount of Unsecured Debt, including the Convertible Bonds (US$156.2 million) and the 2009 Bonds (US$17.6 million)The maturity of the Senior Secured Bonds will further be extended by6 months to September 30, 2011.The remaining amount of the Unsecured Debt plus accrued interest on a100% notional basis up to conversion date, shall have a maturity ofSeptember 30, 2012.Following completion of the proposed Debt-for-Equity Conversion, Crewwill have approximately US$50.8 million principal amount of SeniorSecured Bonds and US$58.1 million of 2012 Bonds outstanding.The proposed Debt-for-Equity Conversion is subject to the approval ofthe holders of the Senior Secured Bonds and holders of the UnsecuredDebt. The holders of the 2009 Bonds intend to extend the grace periodof the principal that was due today to allow time to conclude thesearrangements.It is anticipated that a notice to creditors of the meetings to beheld to consider the Restructuring containing full details of theRestructuring will be mailed and posted on the Company's website assoon as they are available, with the appropriate meetings being heldas soon as possible thereafter.The Debt-For-Equity conversion is also subject to the approval ofshareholders at a meeting expected in mid-December.The closing of the Debt-for-Equity Conversion is also subject to thereceipt of necessary regulatory approvals, including the approval ofthe Oslo Stock Exchange and the Toronto Stock Exchange.William LeClairCEOSafe Harbour StatementCertain statements contained herein that are not statements ofhistorical fact, may constitute forward-looking statements and aremade pursuant to applicable and relevant national legislation(including the Safe-Harbour provisions of the United States PrivateSecurities Litigation Reform Act of 1995) in countries where Crew isconducting business and/or investor relations. Forward-lookingstatements, include, but are not limited to those with respect to (1)the Company's expectation that the restructuring will allow it tomeet its current cash flow requirements with cash generated fromoperations,(2) the implementation and expected outcome of theproposed debt for equity conversion, (3) the shareholdings of debtholders following completion of the proposed debt for equityconversion, (4) the terms of the proposed debt for equity conversion,(5) the actions of holders of Crew's unsecured bonds, (6) the timingof the bondholders meeting and availability of the notice thereof,(7) the approval of the bondholders of the debt for equity conversionproposal, (8) the timing of the shareholders meeting to approve thedebt for equity conversion proposal, and (9) the expected closing ofthe debt for equity conversion. Often, but not always,forward-looking statements can be identified by the use of words suchas plans, expects, targets, budget, estimates, forecasts, intends,anticipates, believes, or equivalents or variation, includingnegative variation, of such words and phrases, or state that certainactions, events or results, may, could, would, might or will betaken, occur or be achieved.Forward-looking statements involve known and unknown risks,uncertainties and other factors that could cause the actual resultsof the Company to be materially different from any future resultsexpressed or implied by such forward-looking statements. Such risksand uncertainties include, among others, (1) the Company's productionrates, grades and the price of gold, (2) Crew's bondholders andshareholders may not approve the proposed debt for equity conversion,(3) the proposed debt for equity conversion may not be completed onthe terms described in the press release or may not be completed atall, (4) the impact on Crew's balance sheet of the debt for equityconversion may differ from that described, (5) the actions of thebondholders may differ from what Crew currently anticipates, (6) theholders of the unsecured bonds may decide not to waive the maturityof the principal that was due today until the proposed restructuringis completed, and (7) Crew may not obtain all the approvals that arenecessary for the proposed debt for equity conversion.The material factors and assumptions used to develop forward-lookingstatements which may be incorrect, include, but are not limitedto,(1) the Company's production rates, grades and the price of gold(2) the parties will carry out the terms of the agreements inprinciple, (3) the holders of the unsecured bonds will not take stepsto enforce their right to repayment of the unsecured bonds until theproposed restructuring is completed, (4) Crew will obtain allnecessary regulatory approvals for the debt for equity conversion,(5) Crew will hold the necessary bondholder and shareholder meetingswithin the time frames described, and 6) the terms of the proposeddebt for equity conversion will not be modified prior toimplementation.Except as may be required by applicable law or stock exchangeregulation, the Company undertakes no obligation to update publiclyor release any revisions to the forward-looking statements containedherein to reflect events or circumstances after the date of thisdocument or to reflect the occurrence of unanticipated events.Accordingly, readers should not place undue reliance onforward-looking statements.http://hugin.info/90/R/1350637/326027.pdf --- End of Message ---Crew Gold CorporationAbbey House, Wellington Way, Weybridge Surrey United KingdomWKN: 226534105 ; ISIN: CA2265344028; ;
Datum: 28.10.2009 - 06:57 Uhr
Sprache: Deutsch
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