Codere shareholders to vote on lock-up, receive restructuring details

By Caroline Salls

Pittsburgh, March 26 – Codere SA will hold an extraordinary general meeting on April 27 and April 28 for consideration of the company’s lock-up agreement and give shareholders information on Codere’s proposed restructuring, according to a Thursday news release.

Specifically, agenda items included as required by shareholders that own more than 3% of Codere’s issued shares include:

• Putting the lock-up agreement at the disposition of the shareholders. As previously reported, the lock-up agreement sets the terms of the restructuring of the Codere group’s balance sheet;

• Providing a detailed explanation to the shareholders of the reasons leading to the restructuring of the company’s debt and the equity, as well as the main points of this agreement and the consequences that it will have for the shareholders;

• Providing detailed information regarding the scheme of arrangement process to be launched by a petition of Codere to the Superior Court of England and Wales in order to obtain authorization to implement the restructuring;

• Providing a detailed explanation to shareholders of the reasons why the lock-up agreement has been signed by some of the company’s original shareholders, without taking into account other “original” shareholders, including those that asked the board to hold the meeting;

• Providing detailed information as to why Codere’s existing bondholders consider it of critical importance that Jose Antonio Martinez Sampedro and Javier Martinez Sampedro invest in restricted company shares after the restructuring in an amount equal to 19.58% of the issued shares, and how it was established that the acquisition be executed at a post-restructuring market price subject to a minimum of €500,000;

• Given the resulting dilution to current minority holders as a result of the restructuring, responding to a request for detailed information regarding the compensation mechanisms that the board expects to use to mitigate the impact to the minority shareholders; and

• Providing detailed information to the shareholders on Codere’s reasoning for initiating a delisting of the company by launching a private offer directed to all shareholders upon completion of the restructuring, as well as the reasons why Jose Antonio Martinez Sampedro, Javier Martinez Sampedro and existing bondholders have agreed not to participate in the offer despite having agreed to the lock-up agreement.

Codere is a Madrid-based gaming company.

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