About us
Algarve International B.V.
Is a limited liability company, incorporated under Netherlands law.
On 23 April 2001 for an unlimited duration, with registration number 34155411 and statutory seat at Naritaweg 165, 1043 BW Amsterdam, The Netherlands. The current statutory seat is at Kingsfordweg 151, 1.15, 1043 GR Amsterdam, The Netherlands.
The corporate purpose of the company is primarily to finance companies and enterprises and to borrow, to lend or to raise funds, including the issue of bonds, debentures and other securities and to create security in connection therewith.
Press release Algarve International B.V.
For immediate release, August 30, 2022
Notice regarding the change of rights of the holders of the €126,500,000 6.40 per cent. Secured Bonds due 2027 of Algarve International B.V. (the Issuer) presently outstanding (ISIN: XS0132265710) (the Bondholders and the Bonds respectively).
The Issuer requested the approval of the Bondholders to (1) sanction and approve the termination of a bond financial guaranty and full release of the guarantor under certain finance documents, and (2) approve certain finance documents to make the changes necessary to reflect the transfer of a share interest in the capital of the Issuer and the termination of financial guaranties. The resolution was duly passed on 30 December 2021.
The Issuer has been informed that Cintra Infrastructures SE has transferred 3,600 shares corresponding to 20% of the share capital of the Issuer to FADOS II B.V. Closing of the transaction took place today. Following such transfer, DIF Participations 4 Luxembourg S.à.r.l. holds 49% of the shares in the Issuer, FADOS II B.V. holds 48% of the shares in the Issuer, a third party holds 3% of the shares in the Issuer and Cintra Infrastructures SE holds no longer shares in the Issuer.
The Issuer hereby notifies that the changes to the rights of the Bondholders become effective on August 30, 2022.
| Bond Trust Deed | |
|---|---|
| Reference | Summary |
| Various Provisions | The following changes are made as a result of the Removal of Syncora and, consequentially, the changes to the Instructing Creditor definition: Parties: Syncora removed as Guarantor and references to Guarantor deleted across the Finance Documents Recital: Limb (C) – removed as this described the Bond Financial Guaranty Recital: Limbs (G) – references to Reimbursement Agreement deleted Definition: “Bond Creditor” – deleted Definition: “Bond Financial Guaranty” – deleted Definition: “Negative Approval Basis” – included to refer to the fact that under certain provisions of the Common Terms Agreement, described above, (such provisions where Syncora as Instructing Creditor previously had sole approval or veto rights) provided action can only be taken by the Bond Trustee where the 50% threshold applicable to the Negative Approval Basis is met Definition: “Reimbursement Agreement” – deleted Definition: “XL Event of Default” – deleted Clause 6(A): (Modification and Waiver) – deletion of reference to XL (Syncora) and to Bond Financial Guaranty Clause 6(B): (Modification and Waiver) – deletion of reference to provision requiring the Bond Trustee, in certain circumstances, to act under the instructions of the Instructing Creditor as the Instructing Creditor is not Syncora going forward and the provision is not appropriate given the Instructing Creditor going forward will be determined on a Majority Creditor basis (capturing the Bondholders) Clause 7.3: (Event of Default) – deletion of references to XL (Syncora) being the Bond Creditor Clause 8.2: (Investment of Moneys) – deletion of references to amounts received under the Bond Financial Guaranty Clause 8.4: (Alternative Investment) – deletion of references to XL (Syncora) being the Bond Creditor Clause 9.1(H) and (K): (Reliance on Information) – deletion of references to XL (Syncora) being the Bond Creditor Clause 10.4: (Interests of the Bondholders) – deletion of references to XL (Syncora) being the Bond Creditor Clause 11: (XL and the Bond Financial Guarantee) – deleted Clause 13.1: (Appointment and Removal of Bond Trustees) – references to prior approval of XL as Bond Creditor removed Clause 13.3: (Retirement of Bond Trustees) – deletion of references to XL (Syncora) being the Bond Creditor |
| Clause 10.6 (Negative Approval Basis) | This provides that the Bond Trustee is required to act on the Negative Approval Basis under clauses 9.17, 11.4(b) and (c), clause 11.5(b) and (c) and 11.18 of the Common Terms Agreement. Where such a decision is made on a Negative Approval Basis this clarifies that the Bondholders have 10 Business Days to object to the relevant course of action, save in relation to clause 11.4(b) of the Common Terms Agreement where the relevant period is 20 Business Days. |
| Clause 15.4 (Process Agent) | Update to the process agent details whereby documentation under any English law proceedings must be delivered to the DIF Management UK address (replacing the Cintra address that was previously included) |
| Terms and Conditions of the Bonds | References to XL and Syncora have been deleted References to Dexia Banque have been deleted as it is no longer carrying out the role of Paying Agent in Luxembourg Drafting clarifies that from the Second Effective Date, the Bonds are no longer guaranteed Drafting explaining the Bond Financial Guarantee deleted References to the Financial Guaranties deleted |
Copies of the Bond Trust Deed (including the Terms and Conditions of the Bonds) and of certain other relevant documents will be available online, via email at citiexchanges@citi.com or other electronic means by Citibank, N.A. or in hard copy at the registered office of the Issuer during normal business hours on any weekday.
Inquiries
For further enquiries on this press release, please contact:
The Issuer
Borja Meseguer Carbonell, Managing Director, B.Meseguer@dif.eu, telephone: +34917378778.
About
The principal activity of the Issuer is the financing of affiliated companies and enterprises and to borrow, to lend or to raise funds, including the issuance of bonds and debentures and to create security in connection therewith.
Disclaimer
Certain of the statements contained herein are not historical facts, including, without limitation, certain statements made of future expectations and other forward-looking statements that are based on current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements.
Amsterdam, February, 7, 2014, Algarve International B.V. (XS0132265710, the ‘‘Company’’) announces to its shareholders and the general market that further to the information as published on the website on October 18, 2013, regarding the textual errors in (i) the interim report for the half-year ending June 30, 2012, (ii) the annual report for the year ending December 31, 2012 and (iii) the interim report for the half-year ending June 30, 2013, the Company, its auditor and legal advisors have amended these textual errors.
A reference to the amended wording and the auditors’ report as issued on October 30, 2013, can be found on , More information…
Amsterdam, October 18, 2013, Algarve International B.V. (XS0132265710, the “Company”) announces to its shareholders and the general market that it has come to its attention that a number of textual errors have been made in the disclosures of (i) the interim report for the half-year ending June 30, 2012, (ii) the annual report for the year ending December 31, 2012 and (iii) the interim report for the half-year ending June 30, 2013.
The Company is currently taking the necessary steps with its auditor and its legal advisors to have these textual errors amended.
The company emphasizes that said textual errors do not affect the reported or still to be reported financial figures.