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Cision Canada
2 days ago
- Business
- Cision Canada
OHI Group S.A. Announces Consent Solicitation Relating to its U.S.$400,000,000 13.000% Senior Secured Amortizing Notes due 2029 Regulation S Notes: CUSIP L7S61M AB5, ISIN USL7S61MAB59 Rule 144A Notes: CUSIP 67712M AB5, ISIN US67712MAB54 (the "Notes")
As previously announced, OHI Group S.A. (the " Issuer") is preparing a proposed initial public offering of its shares in the United States, to be registered with the U.S. Securities and Exchange Commission (the " SEC") and likely listed on the New York Stock Exchange (the " IPO"). The IPO is contemplated for later this year, subject to market conditions. The IPO registration process requires that the Issuer's financial statements be reaudited in accordance with the US Public Company Accounting Oversight Board (the " PCAOB") standards. The PCAOB reaudit process has added additional layers of review and discussion, which the Issuer is in the process of finalizing. Given these circumstances, the Issuer is seeking consents from holders of Notes to defer the required delivery of its audited annual financial statements as of and for the year ended December 31, 2024 and its unaudited quarterly financial statements as of and for the quarter ended March 31, 2025 to no later than July 31, 2025. Notwithstanding this delay, the Issuer is committed to positive investor engagement and provision of timely access to its financial information. The Issuer published an earnings release on May 29, 2025 setting forth headline unaudited information regarding the Issuer's financial performance, leverage and liquidity as of December 31, 2024. The Issuer also published a press release indicating its intention to confidentially submit a draft registration statement on Form F-1 with the SEC relating to a proposed initial public offering of its ordinary shares in the United States. LUXEMBOURG, June 2, 2025 /CNW/ -- OHI Group S.A. (the " Issuer") announced today that it launched a solicitation (the " Solicitation") for consents (the " Consents") from holders of the Notes (the " Holders") to approve certain amendments and waivers to the indenture dated July 22, 2024 relating to the Notes (as amended or supplemented from time to time, the " Indenture") to (A) defer publication and delivery to the Trustee (as defined below) of the annual report of OHI Group S.A. which, pursuant to Section 4.09(a)(i) of the Indenture, is required to be delivered within 120 days after the end of the fiscal year ended December 31, 2024 (the " Annual Report"), to no later than July 31, 2025 (the " Annual Report Deferral Amendment"), (B) defer publication and delivery to the Trustee of the quarterly financial statements of OHI Group S.A. which, pursuant to Section 4.09(a)(ii) of the Indenture, are required to be delivered within 60 days after the end of the quarter ended March 31, 2025 (the " Quarterly Financial Statements"), to no later than July 31, 2025 (the " Quarterly Financial Statements Deferral Amendment"), (C) waive any Defaults or Events of Default under the Indenture arising as a result of not publishing and delivering to the Trustee the Annual Report within 120 days after the end of the fiscal year ended December 31, 2024 and arising as a result of not publishing and delivering to the Trustee the Quarterly Financial Statements within 60 days after the end of the quarter ended March 31, 2025 (provided that the Annual Report and the Quarterly Financial Statements are published and delivered to the Trustee no later than July 31, 2025) (the " Proposed Waivers") and (D) make any ancillary amendments to the Indenture required to effect the Annual Report Deferral Amendment, the Quarterly Financial Statements Deferral Amendment and the Proposed Waivers (the foregoing clauses (A) and (B) and this clause (D), collectively, the " Proposed Amendments"). Adoption of the Proposed Amendments and Proposed Waivers under the Indenture requires the Consents of the Holders of a majority of the aggregate principal amount of the Notes then outstanding (such consents, the " Required Consents"). A Consent may be validly revoked by a Holder at any time prior to, but not on or after, the Effective Time (as defined below) and will automatically terminate and not be effective if the Required Consents are not obtained on or prior to the Expiration Time (as defined below). Assuming the Issuer receives the Required Consents, each present and future Holder will be bound by the Proposed Amendments and Proposed Waivers to the Indenture once they become operative, whether or not such Holder delivered a Consent. The Issuer expects that, promptly after receipt of the Required Consents on or prior to the Expiration Time, it will give notice to BNY Mellon Corporate Trustee Services Limited as trustee under the Indenture (the " Trustee") that the Required Consents have been received (such time, the " Effective Time"), and the Issuer and the Trustee will execute a supplemental indenture to the Indenture, at a convenient time as soon as practicable thereafter. Holders should note that the Effective Time may fall prior to the Expiration Time, and, if so, Holders may not be given prior notice of such Effective Time. The Solicitation will expire at 5:00 p.m., New York time, on June 6, 2025 (such date and time, as the Issuer may extend from time to time in its sole discretion, the " Expiration Time"). The Solicitation is being made solely on the terms and subject to the conditions set forth in the Issuer's consent solicitation statement in respect of the Notes, dated as of June 2, 2025 (the " Consent Solicitation Statement"). The Issuer may, in its sole discretion, terminate, extend or amend the Solicitation at any time as described in the Consent Solicitation Statement. Copies of the Consent Solicitation Statement may be obtained from Kroll Issuer Services Limited, the information and tabulation agent in connection with the Solicitation (the " Information and Tabulation Agent"), at [email protected] (Attn: Arlind Bytyqi) or +44 20 7704 0880. Holders of the Notes are urged to review the Consent Solicitation Statement for the detailed terms of the Solicitation and the procedures for consenting to the Proposed Amendments and Proposed Waivers. This announcement is for information purposes only and does not constitute an offer to purchase Notes, a solicitation of an offer to sell Notes or a solicitation of consents of Holders and shall not be deemed to be an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities of the Issuer or its affiliates. None of the Issuer, the Trustee, the Information and Tabulation Agent or any other person makes any recommendation as to whether or not Holders should deliver Consents. Each Holder must make its own decision as to whether or not to deliver Consents. Forward Looking Statements This release may contain forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts included in this release including, without limitation, statements regarding OHI Group S.A.'s future financial position, risks and uncertainties related to its business, strategy, capital expenditures, projected costs and OHI Group S.A.'s plans and objectives for future operations, may be deemed to be forward-looking statements. Words such as "believe," "expect," "anticipate," "may," "assume," "plan," "intend," "will," "should," "estimate," "risk," and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. OHI Group S.A. does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Cautionary Statement Under no circumstances shall the Consent Solicitation Statement constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the Notes in any jurisdiction. The Solicitation shall not be considered an "offer of securities to the public," or give rise to or require a prospectus in a European Economic Area member state or in the United Kingdom pursuant to Regulation (EU) 2017/1129 (as amended or superseded). The Solicitation is not being made to, and no consents are being solicited from, holders or beneficial owners of the Notes in any jurisdiction in which it is unlawful to make such consent solicitation or grant such consents. However, the Issuer may, in its sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the consent solicitation to, and solicit consents from, persons in such jurisdiction. The communication of the Consent Solicitation Statement and any other documents or materials relating to the Consents is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the Consent Solicitation Statements are for distribution only to persons who: (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order")); (b) are persons falling within Article 43 of the Order; (c) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order; (d) are outside the United Kingdom; or (e) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise may lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The Consent Solicitation Statement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Consent Solicitation Statement relates is available only to relevant persons and will be engaged in only with relevant persons. The making of the consent solicitation may be restricted by laws and regulations in some jurisdictions. Persons into whose possession the Consent Solicitation Statement comes must inform themselves about and observe these restrictions. This release and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in the United States of America or in any other jurisdiction. This release contains information that prior to its disclosure may have constituted inside information under Article 7 of Regulation (EU) No 596/2014. For further information, please contact: The Information and Tabulation Agent: Kroll Issuer Services Limited Tel: +44 20 7704 0880 E-mail: [email protected] Attention: Arlind Bytyqi Consent Website:
Yahoo
2 days ago
- Business
- Yahoo
OHI Group S.A. Announces Consent Solicitation Relating to its U.S.$400,000,000 13.000% Senior Secured Amortizing Notes due 2029 Regulation S Notes: CUSIP L7S61M AB5, ISIN USL7S61MAB59 Rule 144A Notes: CUSIP 67712M AB5, ISIN US67712MAB54 (the "Notes")
Executive Summary — As previously announced, OHI Group S.A. (the "Issuer") is preparing a proposed initial public offering of its shares in the United States, to be registered with the U.S. Securities and Exchange Commission (the "SEC") and likely listed on the New York Stock Exchange (the "IPO"). The IPO is contemplated for later this year, subject to market conditions. The IPO registration process requires that the Issuer's financial statements be reaudited in accordance with the US Public Company Accounting Oversight Board (the "PCAOB") standards. The PCAOB reaudit process has added additional layers of review and discussion, which the Issuer is in the process of finalizing. Given these circumstances, the Issuer is seeking consents from holders of Notes to defer the required delivery of its audited annual financial statements as of and for the year ended December 31, 2024 and its unaudited quarterly financial statements as of and for the quarter ended March 31, 2025 to no later than July 31, 2025. Notwithstanding this delay, the Issuer is committed to positive investor engagement and provision of timely access to its financial information. The Issuer published an earnings release on May 29, 2025 setting forth headline unaudited information regarding the Issuer's financial performance, leverage and liquidity as of December 31, 2024. The Issuer also published a press release indicating its intention to confidentially submit a draft registration statement on Form F-1 with the SEC relating to a proposed initial public offering of its ordinary shares in the United States. LUXEMBOURG, June 2, 2025 /CNW/ -- OHI Group S.A. (the "Issuer") announced today that it launched a solicitation (the "Solicitation") for consents (the "Consents") from holders of the Notes (the "Holders") to approve certain amendments and waivers to the indenture dated July 22, 2024 relating to the Notes (as amended or supplemented from time to time, the "Indenture") to (A) defer publication and delivery to the Trustee (as defined below) of the annual report of OHI Group S.A. which, pursuant to Section 4.09(a)(i) of the Indenture, is required to be delivered within 120 days after the end of the fiscal year ended December 31, 2024 (the "Annual Report"), to no later than July 31, 2025 (the "Annual Report Deferral Amendment"), (B) defer publication and delivery to the Trustee of the quarterly financial statements of OHI Group S.A. which, pursuant to Section 4.09(a)(ii) of the Indenture, are required to be delivered within 60 days after the end of the quarter ended March 31, 2025 (the "Quarterly Financial Statements"), to no later than July 31, 2025 (the "Quarterly Financial Statements Deferral Amendment"), (C) waive any Defaults or Events of Default under the Indenture arising as a result of not publishing and delivering to the Trustee the Annual Report within 120 days after the end of the fiscal year ended December 31, 2024 and arising as a result of not publishing and delivering to the Trustee the Quarterly Financial Statements within 60 days after the end of the quarter ended March 31, 2025 (provided that the Annual Report and the Quarterly Financial Statements are published and delivered to the Trustee no later than July 31, 2025) (the "Proposed Waivers") and (D) make any ancillary amendments to the Indenture required to effect the Annual Report Deferral Amendment, the Quarterly Financial Statements Deferral Amendment and the Proposed Waivers (the foregoing clauses (A) and (B) and this clause (D), collectively, the "Proposed Amendments"). Adoption of the Proposed Amendments and Proposed Waivers under the Indenture requires the Consents of the Holders of a majority of the aggregate principal amount of the Notes then outstanding (such consents, the "Required Consents"). A Consent may be validly revoked by a Holder at any time prior to, but not on or after, the Effective Time (as defined below) and will automatically terminate and not be effective if the Required Consents are not obtained on or prior to the Expiration Time (as defined below). Assuming the Issuer receives the Required Consents, each present and future Holder will be bound by the Proposed Amendments and Proposed Waivers to the Indenture once they become operative, whether or not such Holder delivered a Consent. The Issuer expects that, promptly after receipt of the Required Consents on or prior to the Expiration Time, it will give notice to BNY Mellon Corporate Trustee Services Limited as trustee under the Indenture (the "Trustee") that the Required Consents have been received (such time, the "Effective Time"), and the Issuer and the Trustee will execute a supplemental indenture to the Indenture, at a convenient time as soon as practicable thereafter. Holders should note that the Effective Time may fall prior to the Expiration Time, and, if so, Holders may not be given prior notice of such Effective Time. The Solicitation will expire at 5:00 p.m., New York time, on June 6, 2025 (such date and time, as the Issuer may extend from time to time in its sole discretion, the "Expiration Time"). The Solicitation is being made solely on the terms and subject to the conditions set forth in the Issuer's consent solicitation statement in respect of the Notes, dated as of June 2, 2025 (the "Consent Solicitation Statement"). The Issuer may, in its sole discretion, terminate, extend or amend the Solicitation at any time as described in the Consent Solicitation Statement. Copies of the Consent Solicitation Statement may be obtained from Kroll Issuer Services Limited, the information and tabulation agent in connection with the Solicitation (the "Information and Tabulation Agent"), at ohigroup@ (Attn: Arlind Bytyqi) or +44 20 7704 0880. Holders of the Notes are urged to review the Consent Solicitation Statement for the detailed terms of the Solicitation and the procedures for consenting to the Proposed Amendments and Proposed Waivers. This announcement is for information purposes only and does not constitute an offer to purchase Notes, a solicitation of an offer to sell Notes or a solicitation of consents of Holders and shall not be deemed to be an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities of the Issuer or its affiliates. None of the Issuer, the Trustee, the Information and Tabulation Agent or any other person makes any recommendation as to whether or not Holders should deliver Consents. Each Holder must make its own decision as to whether or not to deliver Consents. Forward Looking Statements This release may contain forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts included in this release including, without limitation, statements regarding OHI Group S.A.'s future financial position, risks and uncertainties related to its business, strategy, capital expenditures, projected costs and OHI Group S.A.'s plans and objectives for future operations, may be deemed to be forward-looking statements. Words such as "believe," "expect," "anticipate," "may," "assume," "plan," "intend," "will," "should," "estimate," "risk," and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. OHI Group S.A. does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Cautionary Statement Under no circumstances shall the Consent Solicitation Statement constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the Notes in any jurisdiction. The Solicitation shall not be considered an "offer of securities to the public," or give rise to or require a prospectus in a European Economic Area member state or in the United Kingdom pursuant to Regulation (EU) 2017/1129 (as amended or superseded). The Solicitation is not being made to, and no consents are being solicited from, holders or beneficial owners of the Notes in any jurisdiction in which it is unlawful to make such consent solicitation or grant such consents. However, the Issuer may, in its sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the consent solicitation to, and solicit consents from, persons in such jurisdiction. The communication of the Consent Solicitation Statement and any other documents or materials relating to the Consents is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the Consent Solicitation Statements are for distribution only to persons who: (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order")); (b) are persons falling within Article 43 of the Order; (c) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order; (d) are outside the United Kingdom; or (e) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise may lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The Consent Solicitation Statement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Consent Solicitation Statement relates is available only to relevant persons and will be engaged in only with relevant persons. The making of the consent solicitation may be restricted by laws and regulations in some jurisdictions. Persons into whose possession the Consent Solicitation Statement comes must inform themselves about and observe these restrictions. This release and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in the United States of America or in any other jurisdiction. This release contains information that prior to its disclosure may have constituted inside information under Article 7 of Regulation (EU) No 596/2014. For further information, please contact: The Information and Tabulation Agent: Kroll Issuer Services LimitedTel: +44 20 7704 0880E-mail: ohigroup@ Arlind BytyqiConsent Website: Ivan CoyardGroup CFO(+351) 910019317e-mail: View original content: SOURCE OHI Group S.A. View original content:
Yahoo
5 days ago
- Business
- Yahoo
VS MEDIA Announces Closing of Approximately $8.1 Million Public Offering of Ordinary Shares
HONG KONG, May 30, 2025 (GLOBE NEWSWIRE) -- VS MEDIA Holdings Limited (Nasdaq: VSME), a leading digital media and social commerce company in the global Creator Economy, today announced the closing of its public offering of 35,296,063 ordinary shares at a public offering price of $0.229 per ordinary share. Gross proceeds were $8,082,800. Net proceeds, after deducting placement agent fees and other offering expenses of $730,619, were $7,352,181. Joseph Gunnar & Co., LLC acted as the sole placement agent in connection with this offering. The securities described above were offered pursuant to a registration statement on Form F-1, as amended (File No. 333-286658) (the 'Registration Statement'), which was declared effective by the Securities and Exchange Commission (the 'SEC') on May 6, 2025. The offering was being made only by means of a prospectus, which is a part of the Registration Statement. A final prospectus relating to the offering has been filed with the SEC. Copies may be obtained from Joseph Gunnar & Co., LLC, Attn: Syndicate Department, 40 Wall Street, Suite 3004, New York, NY 10005, by calling (212) 440-9600. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. About VS Media: VS Media Holdings Limited (NASDAQ:VSME) manages a network of leading digital creators across Asia Pacific that powers content-driven social commerce and offers local and effective marketing services to brands. Founded in 2013, VSME partners with over 1,500 creators and over 1,000 brands to promote and merchandise their products and services. The Company is currently growing internationally across Hong Kong, China, Taiwan, Singapore, and beyond. For more information, visit Forward-Looking Statements Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. These forward-looking statements are also based on assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Investors can find many (but not all) of these statements by the use of words such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "likely to" or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the SEC. Contact Information:Crescendo Communications, LLCTel: +1 212-671-1020Email: vsme@ in to access your portfolio
Yahoo
6 days ago
- Business
- Yahoo
/C O R R E C T I O N -- OHI Group S.A./
In the news release, OHI Group S.A. Announces Intention to Submit Confidential Draft Registration Statement for Proposed U.S. Initial Public Offering, issued 29-May-2025 by OHI Group S.A. over PR Newswire, we are advised by the company of an update to the media contact. The complete, corrected release follows: LUXEMBOURG, May 29, 2025 /CNW/ -- OHI Group S.A., a société anonyme organized under laws of Luxembourg (the "Issuer"), today announced that it intends to confidentially submit a draft registration statement on Form F-1 with the U.S. Securities and Exchange Commission (the "SEC") relating to a proposed initial public offering of its ordinary shares in the United States. The timing, number of ordinary shares to be offered and the price range for the proposed offering have not yet been determined. The proposed initial public offering is subject to market and other conditions, including completion of the SEC's review of the registration statement. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). This announcement is being issued in accordance with Rule 135 under the Securities Act. Contact:Ivan CoyardGroup CFOPhone: (+351) 910019317e-mail: View original content: SOURCE OHI Group S.A. View original content:
Yahoo
6 days ago
- Business
- Yahoo
OHI Group S.A. Announces Intention to Submit Confidential Draft Registration Statement for Proposed U.S. Initial Public Offering
LUXEMBOURG, May 29, 2025 /CNW/ -- OHI Group S.A., a société anonyme organized under laws of Luxembourg (the "Issuer"), today announced that it intends to confidentially submit a draft registration statement on Form F-1 with the U.S. Securities and Exchange Commission (the "SEC") relating to a proposed initial public offering of its ordinary shares in the United States. The timing, number of ordinary shares to be offered and the price range for the proposed offering have not yet been determined. The proposed initial public offering is subject to market and other conditions, including completion of the SEC's review of the registration statement. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). This announcement is being issued in accordance with Rule 135 under the Securities Act. Contact:Pedro MeloGroup Head of FP&A, OHI Group S.A.+351 910 055 View original content: SOURCE OHI Group S.A. View original content: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
