We make reference to the Settlement Plan of Agrokor d.d. et al as confirmed by the Commercial Court of Zagreb on 6 July 2018. In order to receive the New Instruments in accordance with the Settlement Plan, all Impaired Creditors who are entitled to receive the New Instruments under the Settlement Plan must validly complete a KYC Form (see further details below) prior to the Initial KYC Completion Date. Failure to complete a KYC Form by the Initial KYC Completion Date will result in a delay in an Impaired Creditor receiving the New Instruments. Therefore, all Impaired Creditors are strongly urged to follow the instructions in this notice to complete and submit a KYC Form by 26 October 2018.
For the avoidance of doubt, please note that the KYC Form is only for Impaired Creditors entitled to receive New Instruments listed in Annex 4 (Claims) to the Settlement Plan and, in case of transfer of claims, their legal successors. Minor Impaired Creditors and Noteholders are not addressed by this notice and the KYC Form. As in the past, Noteholders will be contacted through the clearing systems and will receive KYC instructions separately in the coming weeks.
As part of the Settlement Plan of Agrokor d.d. et al., (the “Settlement Plan“) Aisle Dutch TopCo B.V. will issue convertible bonds (“Convertible Bonds” or “CBs“) and Aisle STAK Stichting will issue depositary receipts (“Depositary Receipts” or “DRs“). The Convertible Bonds and Depositary Receipts together are defined as the “New Instruments“.
In order to receive the New Instruments on the Implementation Commencement Date, an Impaired Creditor must submit a properly completed KYC Form. This is a legal obligation which is based on (among others) international Anti-Money Laundering laws. Anti-Money Laundering is a term which is used in the financial and legal industries. It refers to a set of procedures that financial institutions are required to undertake to prevent, detect and report money laundering activities.
Part of the anti-money laundering procedure is a get to Know Your Customer (“KYC“) verification process. The KYC Form contains KYC information and includes all actions required to complete the KYC verification process.
The KYC process on behalf of Aisle Dutch TopCo B.V. and Aisle STAK Stichting will be managed by TMF Group (“TMF“). TMF is a multinational professional services provider that provides HR and payroll, accounting and tax, corporate secretarial, global governance and administration services to businesses. TMF will provide corporate management and administrative services to Aisle Dutch TopCo B.V. and Aisle STAK Stichting. All information provided by submitting the KYC Form to TMF will be shared with Agrokor d.d. et al and Lucid Agency Services Limited and its affiliates (“Lucid“). Lucid provides independent, conflict-free, third-party loan agency, security agency and bond trustee services. Lucid will provide a number of agency and trustee services in connection with the New Instruments including but limited to acting as the Convertible Bonds Trustee and Securities Escrow Agent.
Impaired Creditors can obtain the KYC Form from here: https://nagodba.agrokor.hr/storage/2018/09/KYC-Form-Issuance-New-Instruments.docx .
All Impaired Creditors must complete the KYC Form and provide any further additional information required by TMF or required in accordance with local law requirements in order to receive the New Instruments.
Any questions in relation to the KYC Form or the KYC process should be directed to TMF: aisle.kyc@tmf-group.com
Any questions in relation to Agrokor or the Settlement Plan should be directed to Agrokor acting by Fabris Peruško (as extraordinary administrator of Agrokor d.d.): settlement@agrokor.hr .
Failure by an Impaired Creditor to validly complete, execute and submit the KYC Form in accordance with the instructions set out in the KYC Form prior to the Initial KYC Completion Date will result in an Impaired Creditor not being issued with the New Instruments on the Implementation Commencement Date.
Any Impaired Creditor which has not validly completed and executed a KYC Form prior to the Initial KYC Completion Date will on the Implementation Commencement Date have the New Instruments which that Impaired Creditor is entitled to issued to the Securities Escrow Agent upon and pursuant to the terms of the Securities Escrow Deed, as described in the Settlement Plan. The New Instruments will only be released to the Impaired Creditor from escrow upon satisfaction of the applicable conditions specified in the Securities Escrow Deed.
In order to ensure that Impaired Creditors receive their New Instruments on the Implementation Commencement Date, it is strongly recommended that the KYC Form and KYC process be completed by 26 October 2018.
