150
STRATEGIC
REPORT
BUSINESS
REVIEW
GOVERNANCE FINANCIAL
STATEMENTS
SHAREHOLDER
INFORMATION
29. BONDS ISSUED (CONTINUED)
6.95% SENIOR NOTES
The Senior Notes are jointly and severally
guaranteed on a senior basis by MHP SE, PrJSC
“MHP”, PJSC “Myronivsky Plant of Manufacturing
Feeds and Groats”, PrJSC “Zernoprodukt MHP”,
PrJSC “Agrofort”, PrJSC “Oril-Leader”, PrJSC
“Myronivska Pticefabrika”, “SPF “Urozhay” LLC,
“Starynska Ptakhofabryka” ALLC, “Vinnytska
Ptakhofabryka” LLC, “Peremoga Nova” SE,
“Katerinopolskiy Elevator” LLC, Scylla Capital
Limited.
Interest on the Senior Notes is payable semi-
annually in arrears in April and October.
These Senior Notes are subject to certain
restrictive covenants including, but not limited
to, limitations on the incurrence of additional
indebtedness in excess of Net Debt to EBITDA
ratio as defined by the indenture, restrictions on
mergers or consolidations, limitations on liens
and dispositions of assets and limitations on
transactions with aliates. If the Group fails to
comply with the covenants imposed, the Trustee
or the Holders of at least 25% in principal amount
of outstanding Notes may, upon written notice to
the Group, declare all outstanding Senior Notes
to be due and payable immediately. If a change
of control occurs, the Group shall make an oer
to each holder of the Senior Notes to purchase
such Senior Notes at a purchase price in cash in
an amount equal to 101% of the principal amount
thereof, plus accrued and unpaid interest and
additional amounts, if any.
7.75% SENIOR NOTES
On 10 May 2017, MHP SE issued USD 500,000
thousand 7.75% Senior Notes due in 2024 at
par value. Out of the total issue the amount of
USD 245,200 thousand were designated for
redemption and exchange of existing 8.25%
Senior Notes due in 2020.
The carrying amount of the Senior Notes was
adjusted on transition to IFRS 9. Under IFRS 9,
as a result of a non-substantial modification, the
difference between the present value of the
cash flows under the original and modified terms
discounted at the original eective interest rate
should be recognised as a gain at the date of
modification. The dierence between the carrying
amount of the Senior Notes under IAS 39 and IFRS
9 was recognised in opening retained earnings in
the amount of USD 7,566 thousand.
The Senior Notes are jointly and severally
guaranteed on a senior basis by PrJSC “MHP”,
PJSC “Myronivsky Plant of Manufacturing Feeds
and Groats”, PrJSC “Zernoprodukt MHP”, PrJSC
“Agrofort”, PrJSC “Oril-Leader”, PrJSC “Myronivska
Pticefabrika”, “SPF “Urozhay” LLC, “Starynska
Ptakhofabryka” ALLC, Vinnytska Ptakhofabryka
LLC, SE “Peremoga Nova”, “Katerinopolskiy
Elevator” LLC, Scylla Capital Limited.
Interest on the Senior Notes is payable semi-
annually in arrears in May and November. These
Senior Notes are subject to certain restrictive
covenants including, but not limited to, limitations
on the incurrence of additional indebtedness in
excess of Net Debt to EBITDA ratio as defined
by the indenture, restrictions on mergers or
consolidations, limitations on liens and dispositions
of assets and limitations on transactions with
affiliates. If the Group fails to comply with the
covenants imposed, the Trustee or the Holders
of at least 25% in principal amount of the then
outstanding Notes may, upon written notice to the
Group, declare all outstanding Senior Notes to be
due and payable immediately.
If a change of control occurs, the Group shall
make an oer to each holder of the Senior Notes
to purchase such Senior Notes at a purchase price
in cash in an amount equal to 101% of the principal
amount thereof, plus accrued and unpaid interest
and additional amounts, if any.
Covenants
Certain restrictions under the indebtedness
agreements (e.g. incurrence of additional
indebtedness, restricted payments, dividends
payment) are dependent on the leverage ratio
of the Group. Once the leverage ratio exceeds
3.0 to 1, it is not permitted for the Group to make
certain restricted payments, declare dividends
exceeding USD 30 million in any financial year,
incur additional debt except that is defined as a
Permitted Debt. According to the indebtedness
agreement, the consolidated leverage ratio is
tested on the date of incurrence of additional
indebtedness or restricted payment and after
giving pro forma effect to such incurrence or
restricted payment as if it had been incurred or
done at the beginning of the most recent four
consecutive fiscal quarters for which financial
statements are publicly available (or are
made available). The Group has tested all the
transactions occurred prior to publication of these
financial statements and has complied with all the
covenants defined by indebtedness agreement
during the reporting periods ended 31 December
2021 and 31 December 2020.
As at 31 December 2021 the leverage ratio of the
Group is 1.90 to 1 (31 December 2020: 3.66 to 1),
lower than the defined limit 3.0 to 1. The Group
believes that since, as at the interim reporting
date, it improved the leverage ratio and met
the covenants imposed, the aforementioned
restrictions are no longer applicable to the Group
as from 9 September 2021, the date of publication
of reviewed interim condensed consolidated
financial statements for the three and six months
ended 30 June 2021.
Consent solicitation
On 30 March 2022, the Group received consent
from the Holders to postpone the semi-annual
interest payments on each of the 2024 Notes,
the 2026 Notes and the 2029 Notes scheduled
for Spring 2022 for a period up to 270 days (the
“Support Period”). The unpaid interest payments
will continue accruing during the Support Period.
As defined by the Consent Solicitation
Memorandum, the Group will undertake the
following restrictions during the Support Period:
•
the Company and its Restricted Subsidiaries
shall not be able to incur Indebtedness pursuant
to the ratio-based permission for the Incurrence
of Indebtedness;
•
the “general basket” for the incurrence of
Permitted Debt shall be reduced to U.S.$10
million in aggregate principal amount;
•
the Company and its Restricted Subsidiaries
will be prohibited from incurring new Liens on
existing Indebtedness for borrowed money,
other than Permitted Refinancing Indebtedness
relating to existing secured Indebtedness;
•
the Company and its Restricted Subsidiaries will
be prohibited from making Restricted Payments
other than payments constituting Permitted
Investments;
•
the Permitted Investments “general basket”
shall not be available;
•
the threshold at which an Aliate Transaction
must be approved by a majority of the
disinterested members of the Board of Directors
shall be reduced to U.S.$1 million;
•
the Group is committed to paying no more than
U.S.$12.5 million in the aggregate in satisfaction
of any debt service payments in respect of any
Indebtedness of the Group, excluding any
interest payment in respect of any of the 2024
Notes, the 2026 Notes during the Support
Period;
•
within 25 days of each calendar month end, the
Company will provide a trading update detailing
operational data relating to the Group’s
business segments.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(in thousands of US dollars, unless otherwise indicated)
Notes to the Consolidated Financial Statements