Obligation Metalpha Group 8.5% ( DE000A3KRAP3 ) en EUR

Metalpha Group

100 % ▲

Pays-Bas

DE000A3KRAP3 ( en EUR )

8.5% par an ( paiement annuel ) - Obligation en défaut, paiements suspendus

27/06/2026

Prospectus brochure de l'obligation Metalcorp Group DE000A3KRAP3 en EUR 8.5%, échéance 27/06/2026

1 000 EUR

300 000 000 EUR

28/06/2026 ( Dans 283 jours )

Metalcorp Group est une société minière diversifiée opérant dans l'exploration, le développement et la production de métaux de base et précieux, principalement en Amérique du Nord et en Australie.

L'Obligation émise par Metalpha Group ( Pays-Bas ) , en EUR, avec le code ISIN DE000A3KRAP3, paye un coupon de 8.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/06/2026

Not for distribution in the United States of America
METALCORP GROUP S.A.
(incorporated as a public limited liability company (Société Anonyme) under the laws of the Grand Duchy of Luxembourg)
Prospectus
for the issue of up to 250,000,000.00 6.25% to 6.75% Secured Fixed Rate Notes due 2026
International Securities Identification Number (ISIN): DE000A3KRAP3;
German Securities Code (Wertpapierkennnummer, WKN): A3KRAP;
Issue Price 100.00%
Metalcorp Group S.A., Legal Entity Identifier ("LEI") 724500RZTNTGC887J267, with registered office at 8 rue Dicks, L-1417 Luxembourg,
Grand Duchy of Luxembourg ("Luxembourg"), registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce
et des Sociétés) ("R.C.S."), Luxembourg under number B-2292118 (the "Company" or the "Issuer", and together with its consolidated subsidiaries
at the respective time, "METALCORP GROUP" or the "Group") will issue on 25 June 2021 (the "Issue Date") up to 250,000,000.00 6.25%
to 6.75% senior secured fixed rate notes due 2026 (the "Notes") in the form of bearer notes with a denomination of 1,000.00 each. The Notes will
be governed by the laws of the Federal Republic of Germany ("Germany"). The Notes will constitute direct, unconditional, secured and
unsubordinated obligations of the Issuer, ranking pari passu among themselves and pari passu with all other unsubordinated obligations of the
Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. The Notes will bear interest at a rate of 6.25%
to 6.75% per annum, payable annually in arrear on 25 June of each year, commencing on 25 June, 2022 (as set forth in the terms and conditions of
the Notes, the "Terms and Conditions"). The nominal interest rate and the aggregate principal amount of the Notes are expected to be determined
on 25 June 2021 based on the subscription orders received in the course of the Subscription Offer, the Exchange Offer and the Private Placement
(each as defined below) and are expected to be communicated to investors on 25 June 2021 in a pricing notice, which will also contain an indication
of the net proceeds of the Offering (as defined below) (the "Pricing Notice"). The Pricing Notice will be published on the website of the
Luxembourg Stock Exchange (www.bourse.lu), the Frankfurt Stock Exchange (www.boerse-frankfurt.de) and the Issuer's website
(www.metalcorpgroup.com/bond). The Notes are secured by a pledge of of 100% of shares held in the Company in favour of a security trustee
acting for and on behalf of the noteholders.
On issue the Notes are rated "B" by Standard & Poor's Global Ratings Europe Ltd. ("S&P"). At the date of this Prospectus (as defined below), the
Company is assigned a first-time long-term issuer credit rating of "B" with a positive outlook by S&P. A rating is not a recommendation to buy,
sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. At the date of this
Prospectus (as defined below) S&P has a registered office in the United Kingdom and has been validly registered by ESMA pursuant to Regulation
(EC) 1060/2009 of the European Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended.
This Prospectus (the "Prospectus") relates to an offering of the Notes (i) to holders of the existing 140,000,000 2017/2022 Notes (ISIN:
DE000A19MDV0; WKN: A19MDV) due on 2 October 2022 of the Issuer (the "2017/2022 Notes" or the "Existing Notes") in the context of a
public exchange offer (the "Exchange Offer") during the period commencing on 9 June 2021 (inclusive) and ending on 18 June 2021 (inclusive)
(the "Exchange Period"), in Germany and the Grand Duchy of Luxembourg ("Luxembourg") and (ii) to the public in Germany and Luxembourg
in the context of a cash subscription offer (the "Subscription Offer") in the period from 9 June 2021 (inclusive) to 23 June 2021 (inclusive) (the
"Subscription Period"); and an exempt offer ("Private Placement") exclusively to qualified investors ("Qualified Investors") within the
meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when
securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the "Prospectus
Regulation") in member states of the European Economic Area ("EEA") ((i), (ii) and (iii) together the "Offering").
This Prospectus constitutes a prospectus within the meaning of Art. 6 para. 3 of the Prospectus Regulation. This Prospectus has been approved by
the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier - "CSSF") as the
competent authority under the Prospectus Regulation. In accordance with Article 25 (1) of the Prospectus Regulation, the Issuer has requested the
CSSF to provide the competent authority in Germany (Bundesanstalt für Finanzdienstleistungsaufsicht BaFin) with a certificate of such approval
attesting that this Prospectus has been drawn up in accordance with the Prospectus Regulation. The CSSF only approves this Prospectus as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should neither be
considered as an endorsement of the Issuer that is the subject of this Prospectus nor of the quality of the securities that are the subject of this
Prospectus. By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the
quality or solvency of the Issuer pursuant to Article 6 para. 4 of the Luxembourg Loi du 16 juillet 2019 relative aux prospectus pour valeurs
mobilières. Application will be made for the Notes to be admitted to trading on the Open Market of Frankfurt Stock Exchange (Quotation Board)
, which is not a regulated market as defined in the Markets in Financial Instruments Directive 2014/65/EU, as amended ("MiFID II").
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and are
being offered and sold in transactions outside the United States of America ("United States") to non-U.S. persons (as defined in Regulation
S under the Securities Act ("Regulation S")) in reliance on Regulation S. The Notes are not being offered in the United States.
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such offer or
solicitation is unlawful.
Prospective investors should be aware that an investment in the Notes involves risks and that if certain risks, in particular those described
under "1. RISK FACTORS", occur, investors may lose all or a substantial part of their investment. Investors should make their own assessment
as to the suitability of investing in the Notes.
THIS PROSPECTUS IS VALID UNTIL 4 JUNE 2022. THE OBLIGATION TO SUPPLEMENT THIS PROSPECTUS IN THE
EVENT OF SIGNIFICANT NEW FACTORS, MATERIAL MISTAKES OR MATERIAL INACCURACIES DOES NOT APPLY
WHEN THE PROSPECTUS IS NO LONGER VALID
Selling Agents
Seaport
BankM
The date of this Prospectus is 4 June 2021

[This page has intentionally been left blank]

NOTICE
This Prospectus should be read and construed with any supplement thereto.
The information contained or incorporated by reference in this Prospectus has been provided by the Issuer and the
other sources identified herein. To the fullest extent permitted by law, no representation or warranty is made or
implied by The Seaport Group Europe LLP with business address at Charles House, 5-11 Regent Street, London,
United Kingdom, SW1Y 4LR and BankM AG with business address at Mainzer Landstraße 61, 60329 Frankfurt
am Main, Germany (the "Selling Agents" and each a "Selling Agent") and any of their respective affiliates, and
neither the Selling Agents nor any of their respective affiliates make any representation or warranty or accept any
responsibility, as to the accuracy or completeness of the information contained in this Prospectus or for any
statement purported to be made by or on behalf of the Selling Agents. Investors in the Notes must solely rely on
the information contained in this Prospectus.
No person has been authorized to provide any information or to make any representation concerning the Issuer or
the Notes (other than as contained in this Prospectus) and, if provided or made, any such information or
representation should not be relied upon as having been authorized by the Issuer or the Selling Agents, or their
respective affiliates. In making an investment decision, investors must rely on their own examination of the Issuer
and the terms of the offering, including the merits and risks involved. Any decision to purchase Notes should
solely be based on this Prospectus.
Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its contents or use
of any information contained herein for any purpose other than considering an investment in the Notes is
prohibited. Each offeree of the Notes, by accepting delivery of this Prospectus, agrees to the foregoing.
The Issuer has confirmed to the Selling Agents that this Prospectus is true and accurate in all material respects and
is not misleading; that any opinions and intentions expressed herein are honestly held and based on reasonable
assumptions; that there are no other facts with respect to the Issuer, the omission of which would make this
Prospectus as a whole or any statement herein or opinions or intentions expressed herein misleading in any material
respect; and that all reasonable enquiries have been made to verify the foregoing.
To the fullest extent permitted by law, the Selling Agents neither individually nor jointly accept any responsibility
for the contents of this Prospectus or for any other statements made or purported to be made by the Selling Agents
or on their behalf in connection with the Issuer or the Notes. Accordingly, the Selling Agents disclaims all and any
liability whether arising in tort or contract or otherwise which they might otherwise have in respect of this
Prospectus or any such statement.
Neither the delivery of this Prospectus nor the offering, sale or delivery of Notes shall, in any circumstances, create
any implication that the information contained in this Prospectus is true subsequent to the date upon which this
Prospectus has been published or most recently amended or supplemented, or that there has been no adverse change
in the financial position of the Issuer after the date hereof or, as the case may be, the date upon which this
Prospectus has been most recently amended or supplemented or that any other information supplied in connection
with the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated
in the document containing the same.
None of the Issuer or the Selling Agents, or any of their respective affiliates, is making any representation to any
offeree or purchaser of the Notes regarding the legality of an investment in the Notes by such offeree or purchaser
under the laws applicable to such offeree or purchaser. Prospective investors should not construe anything in this
Prospectus as legal, tax, business or financial advice. Each investor should consult with his or her own advisors as
to the legal, tax, business, financial and related aspects of purchases of Notes.
The Notes have not been and will not be registered under the Securities Act and are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States
or to U.S. persons; see "8.12 Selling Restrictions".
The distribution of this Prospectus as well as the offering, sale, and delivery of Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Selling
Agents to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an
offer of, or an invitation to purchase, any Notes in any jurisdiction in which such offer, exercise or invitation would
be unlawful. None of the Issuer or the Selling Agents, or any of their respective affiliates accept any legal
responsibility for any violation by any person, whether or not a prospective investor, of any such restrictions.
i

Persons into whose possession this Prospectus comes are required by the Issuer and the Selling Agents to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of this Prospectus and other offering material relating to the Notes, see
"8.12 Selling Restrictions".
Potential investors should examine whether an investment in the Notes is appropriate in view of their individual
situation. Any investor should, in particular:
(i)
have the necessary expertise and experience to appropriately assess the Notes, the chances and risks of the
investment and the information contained in this Prospectus;
(ii)
have access to and knowledge of suitable methods of analysis in order to be able to evaluate the influence
the Notes will have on its entire investment portfolio within the context of its financial situation;
(iii)
have at its disposal sufficient financial reserves and liquidity to compensate all risks associated with an
investment in the Notes, including the payment of capital or interest in one or more currencies, or the
possibility that capital or interest may be denominated in a currency different to that used or preferred by
the investor;
(iv)
thoroughly read and understand the Terms and Conditions of the Notes; and
(v)
be able to (either on its own or with the assistance of a financial advisor) evaluate possible developments in
the economy, interest rates and other factors that could have an impact on the investment and the potential
for risks to materialize.
Investments by certain investors are subject to investment laws and regulations and the supervision or regulation
by certain authorities.
Any potential investor should consult a financial advisor to determine if and to what extent
(i)
the Notes constitute a suitable investment for such an investor,
(ii)
the Notes may be used as collateral for different forms of borrowing, and
(iii)
other restrictions are applicable to any purchase or pledging of the Notes. Financial institutions should
consult their legal advisors or regulator to determine how the Notes are to be classified according to
applicable risk capital rules or comparable provisions.
In this Prospectus, unless otherwise indicated, all references to "", "" or "Euro" are to the currency introduced
at the start of the third stage of the European economic and monetary union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of May 3, 1998 on the introduction of the Euro, as amended.
Where financial information in tables in this Prospectus is labelled "audited", this means that it has been taken
from the audited consolidated financial statements incorporated by reference into this Prospectus. The label
"unaudited" is used in tables in this Prospectus to indicate financial information that has not been taken from the
consolidated audited financial statements incorporated by reference into this Prospectus, but was taken from the
Company's unaudited condensed consolidated interim financial statements, internal reporting system, or is based
on calculations of figures from the abovementioned sources.
All of the financial data presented in the Prospectus are shown in thousands of Euro (in thousands or
" thousand"), except as otherwise stated.
Certain financial information (including percentages) in this Prospectus is rounded according to established
commercial standards. As a result, the aggregate amounts (sum totals or sub-totals or differences or if numbers are
put in relation) in tables in this Prospectus may not correspond in all cases to the aggregated amounts of the
underlying (unrounded) figures appearing elsewhere in this Prospectus. Furthermore, in those tables, these rounded
figures may not add up exactly to the totals contained in those tables. Financial information presented in
parentheses denotes the negative of such number presented. In respect of financial information set out in this
Prospectus, a dash ("") signifies that the relevant figure is not available, while a zero ("0.0") signifies that the
relevant figure is available but has been rounded to zero.
ii

References to "CEST" in this Prospectus refer to Central European Summer Time, as the case may be. References
to time in this Prospectus refer to CEST, unless stated otherwise.
The legally binding language of this Prospectus is English. Any part of the Prospectus in German constitutes a
translation, except for the Terms and Conditions of the Notes and the Exchange Offer in respect of which German
is the legally binding language.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, professional
clients and retail clients, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels
for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels, subject to the distributor's suitability and
appropriateness obligations under MiFID II, as applicable.
For the avoidance of doubt, the target market assessment does not constitute (i) an assessment of suitability or
appropriateness for the purposes of MiFID II or (ii) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the Notes.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This Prospectus is 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 "Financial Promotion Order"), (b) are persons falling within Article 49(2)(a) to
(d) ("high net worth companies", "unincorporated associations", etc.) of the Financial Promotion Order, (c) are
outside the United Kingdom, or (d) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) in
connection with the issue or sale of the Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This Prospectus 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 this Prospectus relates is available only to relevant persons and will be
engaged in only with relevant persons. Recipients of this Prospectus are not permitted to transmit it to any other
person. Persons distributing this Prospectus must satisfy themselves that it is lawful to do so. The Notes are not
being offered to the public in the United Kingdom.
Furthermore, the Selling Agents has warranted that it (i) has only invited or will only invite participation in
investment activities in connection with the Offering or the sale of the Notes within the meaning of section 21 of
the FSMA, and has only initiated or will only initiate such investment activities to the extent that section 21(1) of
the FSMA does not apply to the Company; and (ii) has complied and will comply with all applicable provisions
of FSMA with respect to all activities already undertaken by each of them or will undertake in the future in relation
to the Notes in, from, or otherwise involving the United Kingdom.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does
not relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of
amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms
and phrases such as "anticipates", "believes", "estimates", "expects", "intends", "plans", "predicts", "projects",
"targets" and similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Prospectus containing information on the future plans and expectations regarding the Issuer's
business and management, its growth and profitability, and general economic and regulatory conditions and other
factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer
makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties
iii

and other factors, which could cause actual results, including the Issuer'S financial condition and results of
operations, to differ materially from, and be worse than, results that have expressly or implicitly been assumed or
described in these forward-looking statements. The Issuer's business is also subject to a number of risks and
uncertainties that could cause actual developments to differ from the forward-looking statements, estimates or
predictions in this Prospectus.
In light of the uncertainties and assumptions, it is also possible that the future events mentioned in this Prospectus
may not occur or may differ materially from actual events. In addition, the forward-looking estimates and forecasts
reproduced in this Prospectus from third party sources could prove to be inaccurate. The foregoing may prevent
the Issuer from achieving its financial and strategic objectives.
See "1 RISK FACTORS" for further description of some of the factors that could influence the Company's forward-
looking statements.
The forward-looking statements contained in this Prospectus speak only as of the date on which they were made.
Investors are advised that neither the Issuer nor the Selling Agents assumes any obligation and do not intend to,
except as required by law, publicly release any updates or revisions to these forward-looking statements to reflect
any change in the Issuer's expectations with regard thereto or any change in events, conditions or circumstances
on which any such statement is based or to adjust them in line with future events or developments.
SOURCES OF MARKET DATA
Furthermore, this Prospectus contains industry related data taken or derived from industry and market research
reports published by third parties ("External Data") and External Data regarding the market environment, market
developments, growth rates, market trends and competition in the markets in which METALCORP GROUP
operates are based on the Issuer's assessments. These assessments, in turn, are based in part on internal
observations of the market and on various market studies. Commercial publications generally state that the
information they contain originated from sources assumed to be reliable, but that the accuracy and completeness
of such information is not guaranteed and that the calculations contained therein are based on a series of
assumptions. The External Data have not been independently verified by the Issuer. The External Data was
reproduced accurately by the Issuer in the Prospectus, and as far as the Issuer is aware and is able to ascertain from
information published by any third party, no facts have been omitted that would render the reproduced External
Data inaccurate or misleading. The Issuer does not have access to the underlying facts and assumptions of
numerical and market data and other information contained in publicly available sources. Consequently, such
numerical and market data or other information cannot be verified by the Issuer.
Irrespective of the assumption of responsibility for the content of this Prospectus by the Issuer, the Issuer has not
independently verified the figures, market data or other information on which third parties have based their studies.
Accordingly, the Issuer makes no representation or warranty as to the accuracy of any such information from third-
party studies. Prospective investors should note that the Issuer's own estimates and statements of opinion and
belief are not always based on studies of third parties.
To the extent information contained in this Prospectus has been sourced from third parties, such information has
been accurately reproduced and as far as the Issuer is aware and able to ascertain from information published by
that respective third party, no facts have been omitted which would render the reproduced information inaccurate
or misleading
iv

TABLE OF CONTENTS
SUMMARY ............ ....................................................................................................... S-1
DEUTSCHE ÜBERSETZUNG DER ZUSAMMENFASSUNG DES PROSPEKTS .....................:... Z-1
1.
RISK FACTORS .....................................................................................................................................1
2.
GENERAL INFORMATION REGARDING THE NOTES ............................................................. 29
2.1
Responsibility Statement........................................................................................................... 29
2.2
Purpose of this Prospectus......................................................................................................... 29
2.3
Approval of the Prospectus ....................................................................................................... 29
2.4
Authorisation for the issue of the Notes .................................................................................... 30
2.5
Consent regarding the subsequent use of the Prospectus by financial intermediaries............... 30
2.6
Clearing..................................................................................................................................... 30
2.7
Inclusion to Trading .................................................................................................................. 30
2.8
Paying Agent............................................................................................................................. 31
2.9
Interested Parties ....................................................................................................................... 31
2.10
Notice to Noteholders ............................................................................................................... 31
2.11
Documents available for inspection .......................................................................................... 31
2.12
Third Party Information ............................................................................................................ 31
2.13
Rating........................................................................................................................................ 32
3.
GENERAL INFORMATION ABOUT THE COMPANY AND THE GROUP .............................. 33
3.1
Date of Incorporation, Legal Name and Commercial Name, Legal Form, Registered Office,
Companies Register, Registration Number, LEI, Contact Details, Website, Financial Year and Duration
of the Issuer ............................................................................................................................................. 33
3.2
Corporate purpose of the Issuer ................................................................................................ 33
3.3
Share capital, Form of shares and shareholder structure ........................................................... 34
3.4
Independent Auditors ................................................................................................................ 34
3.5
Group Structure......................................................................................................................... 35
3.6
Historical Development of the Issuer ........................................................................................ 38
4.
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES ..................................... 39
4.1
Board of Directors..................................................................................................................... 39
4.2
Supervisory Board..................................................................................................................... 40
4.3
Potential Conflicts of Interest.................................................................................................... 41
4.4
General Meeting of Shareholders.............................................................................................. 41
4.5
Corporate Governance .............................................................................................................. 41
5.
BUSINESS OF METALCORP GROUP ............................................................................................. 42
5.1
Overview................................................................................................................................... 42
5.2
Competitive Strengths ............................................................................................................... 43
5.3
Strategy ..................................................................................................................................... 45
5.4
Business Operations of METALCORP GROUP ...................................................................... 46
5.5
Customers and Suppliers........................................................................................................... 50
5.6
Employees................................................................................................................................. 50
v

5.7
Investments ............................................................................................................................... 51
5.8
Insurance Coverage ................................................................................................................... 51
5.9
Environmental, Sustainability and Governance ("ESG") Matters ............................................ 51
5.10
Material Agreements................................................................................................................. 51
5.11
Governmental, Legal, Arbitration or Similar Proceedings........................................................ 52
5.12
Regulatory Environment ........................................................................................................... 52
6.
INDUSTRY, MARKETS AND COMPETITION .............................................................................. 54
6.1
Market ....................................................................................................................................... 54
6.2
Competition............................................................................................................................... 60
7.
SELECTED FINANCIAL INFORMATION...................................................................................... 62
7.1
Selected consolidated statement of profit or loss ...................................................................... 62
7.2
Selected consolidated statement of financial position............................................................... 63
7.3
Selected consolidated statement of cash flows.......................................................................... 63
7.4
Alternative Performance Measures ........................................................................................... 63
7.5
Expected Financing of Issuer's Activities................................................................................. 64
7.6
Recent events particular to the Issuer and which are to a material extent relevant to an
evaluation of the Issuer's solvency.......................................................................................................... 64
8.
THE OFFERING .................................................................................................................................. 65
8.1
Subject Matter of the Offering .................................................................................................. 65
8.2
Envisaged Timetable of the Offering ........................................................................................ 65
8.3
The Exchange Offer .................................................................................................................. 66
8.4
The Subscription Offer.............................................................................................................. 67
8.5
The Private Placement............................................................................................................... 68
8.6
Allocation and Publication of results ........................................................................................ 68
8.7
Delivery and Settlement ............................................................................................................ 68
8.8
Issue price, Term, Interest, Repayment and Yield .................................................................... 68
8.9
Issue, Number of Notes to be issued and Result of the Offering .............................................. 69
8.10
Costs of the Investors in Connection with the Offering ............................................................ 69
8.11
Underwriting Agreement........................................................................................................... 69
8.12
Selling Restrictions ................................................................................................................... 69
9.
USE OF PROCEEDS AND COSTS OF THE OFFERING............................................................... 72
10.
TERMS AND CONDITIONS OF THE NOTES ................................................................................ 73
11.
EXCHANGE OFFER ......................................................................................................................... 105
12.
OVERVIEW OF RULES REGARDING RESOLUTIONS OF NOTEHOLDERS ...................... 116
12.1
Specific Rules regarding Votes without Meeting.................................................................... 116
12.2
Rules regarding Noteholders' Meetings applicable to Votes without Meeting....................... 116
13.
COLLATERALIZATION.................................................................................................................. 117
13.1
Overview................................................................................................................................. 117
13.2
Security Trustee, Security Trust Agreement ........................................................................... 117
14.
TAXATION WARNING .................................................................................................................... 119
vi

15.
INCORPORATION BY REFERENCE ............................................................................................ 120
16.
RECENT DEVELOPMEMT AND OUTLOOK .............................................................................. 121
16.1
Recent Development ............................................................................................................... 121
16.2
Outlook.................................................................................................................................... 121
17.
INDEX OF DEFINITIONS ................................................................................................................ 122
vii

SUMMARY OF THIS PROSPECTUS
Section A - Introduction containing warnings
This Prospectus relates to the offer of fixed-interest, non-subordinated,secured Notes to the public issued in Euro
with the international securities identification number ("ISIN") DE000A3KRAP3 in the Federal Republic of
Germany ("Germany") and in the Grand Duchy of Luxembourg ("Luxembourg").
Issuer and offeror of the Notes is METALCORP GROUP S.A., Luxembourg, Legal Entity Identifier ("LEI")
724500RZTNTGC887J267, with its registered office 8 rue Dicks, L-1417 Luxembourg, Luxembourg (Phone:
+(0)377 97 98 43 00; website: www.metalcorpgroup.com) (the "Issuer" or the "Company" and together with its
consolidated subsidiaries at the respective time, "METALCORP GROUP", the "Group").
This Prospectus has been approved on 4 June 2021 by the competent authority for the approval of this Prospectus,
the Commission de Surveillance du Secteur Financier ("CSSF") 283, route d'Arlon, L-1150 Luxembourg
(telephone: +352 26 25 1 - 1 (switchboard), fax: +352 26 25 1 - 2601, email: [email protected]) in Luxembourg.
The CSSF approved this Prospectus after having completed a completeness check, including a consistency and
comprehensibility check in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the prospectus that has to be published when securities are offered to the public or
admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation").
The summary (the "Summary") should be read as an introduction to the prospectus; any decision to invest in the
securities should be based on a consideration of the prospectus as a whole by the investor; the investor could lose
all or part of the invested capital; where a claim relating to the information contained in a prospectus is brought
before a court, the plaintiff investor might, under national law, have to bear the costs of translating the prospectus
before the legal proceedings are initiated; civil liability attaches only to those persons, who have tabled the
summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent,
when read together with the other parts of the prospectus, or where it does not provide, when read together with
the other parts of the prospectus, key information in order to aid investors when considering whether to invest in
such securities.
Section B - Key information on the issuer
B.1 Who is the issuer of the securities?
Domicile, legal form, LEI, legislation, country of incorporation
METALCORP GROUP S.A. was established as a public limited liability company (besloten vennootschap) under
the laws of the of the Netherlands on 14 April 2003 for the purpose of establishing an industrial holding company
in the Netherlands. Until October 31, 2018, the Issuer was registered under the corporate name "Metalcorp Group
B.V.", a limited liability company incorporated under the laws of the Netherlands. By resolution of the
shareholder´s meeting of 31 October 2018, the Company transferred its registered office and the place of central
management from Amsterdam to Luxembourg, Grand Duchy of Luxembourg effective as of 1 November 2018.
Since then, the Issuer operates as a public limited liability company under the laws of the Grand Duchy of
Luxembourg (société anonyme S.A.). Its registered office is located at 8 rue Dicks, L-1417 Luxembourg, Grand
Duchy of Luxembourg. The Issuer is registered with the Luxembourg Register of Commerce and Companies
(Registre de Commerce et des Sociétés) under number B-2292118.
The Issuer's LEI is 724500RZTNTGC887J267.
The Issuer's legal name is "METALCORP GROUP S.A.". The Issuer also operates on the market under the
commercial name "METALCORP" or "METALCORP GROUP".
The issuer's principal activities
METALCORP GROUP S.A. is the holding company of METALCORP GROUP a globally operating service
provider for the procurement, logistics and trading of steel and non-ferrous metals, as well as a leading independent
producer of secondary aluminium slabs in Europe. METALCORP GROUP's diversified activities span from
production and processing to marketing and trading. It operates globally with group companies in Australia,
Austria, Brazil, China, Germany, Greece, Guinea, India, Monaco, the Netherlands, Singapore, South Africa, Spain,
Switzerland, the United Arab Emirates, the United Kingdom and in the United States of America, and has more
than 20 locations globally.
The business of METALCORP GROUP is divided into two business segments: (i) the "Non-Ferrous Metals
Segment" and (ii) the "Ferrous Metals Segment". In the Non-Ferrous Metals Segment which in terms of
turnover, gross margin and profit is the by far larger division, METALCORP GROUP has concentrated its
S-1