Appleby Mauritius advises on Consent Solicitation process for UPL Corporation Limited
Appleby has acted as Mauritius legal counsel to UPL Corporation Limited (Company) in connection with the Consent Solicitation process in respect of UPL’s:
(i) USD 300,000,000 4.50%. Senior Notes issued in 2018 and due 2028;
(ii) USD 500,000,000 4.625%. Senior Notes issued in 2020 and due 2030; and
(iii) USD 400,000,000 Perpetual Subordinated Capital Securities issued in 2020.
The purpose of the Consent Solicitation is to obtain a waiver from any potential non-compliance of any of the terms and conditions of the Senior Notes due in 2028 and 2030 that may arise as a result of the proposed reorganisation as well as to obtain consent for the execution of a Supplemental Trust Deed in connection with the Perpetual Subordinated Capital Securities issued in 2020.
The proposed reorganisation will involve a capital reduction following which the Company will be a wholly-owned subsidiary of UPL Limited.
The rationales of the proposed reorganization are to:
- create distinct pure-play platforms to unleash growth potential of each independent platform led by specialized talent and combined with efficient deployment of resources;
- unlock value by facilitating fair value recognition of the platforms, each having varying growth prospects, profitability and capital intensity;
- enable efficient capital allocation for accelerated growth; and
- simplify the Issuer’s group structure by aligning operating business segments.
The Appleby team comprised of Malcolm Moller, Partner, Manisha Lallah, Counsel and Abdal Aumeer, Associate.
UPL Corporation Limited manufactures and markets crop protection and specialty chemicals worldwide. It offers a range of product portfolio of crop protection chemicals, such as fungicides, herbicides, insecticides, and other related products. UPL Corporation Limited is a subsidiary of UPL Limited which, together with its subsidiaries, manufactures and markets agrochemicals, industrial chemicals, chemical intermediates and specialty chemicals in India, Europe, North America, Latin America, and internationally and is headquartered in Mumbai, India.
Appleby advised the Company on the Mauritius law aspects of the transaction alongside Linklaters Singapore Pte. Ltd who were counsel to J.P. Morgan Securities plc and MUFG Securities EMEA plc (the Co-Solicitation Agents) as to English and New York law and Clifford Chance who were counsel to Citicorp International Limited (the Trustee) as to English and New York law.
