PIONEER CREDIT LIMITED (PNC)

The securities of Pioneer Credit Limited will be reinstated to Official Quotation as from the commencement of trading on Friday, 25 September 2020 following lodgement of its Appendix 4E Preliminary Final Report for the year ended 30 June 2020.

The company releases its Appendix 4G and Corporate Governance Statement.

The company releases its FY20 Investor Presentation.

The company announces FY20 results and completes refinance of senior finance facilities. The key outcomes are as follows: Cash receipts (PDP liquidations and services) of $103.0m down 15% on pcp; PDP Investment of $55.7m, down 25% on pcp; PDP carrying value of $260.0m up 4% on pcp; Statutory Net Loss After Tax of $40.1m; Normalised EBITDA of $51.1m.

The company lodges its FY20 Annual Report.

The company has executed a senior syndicated facility agreement with a syndicate of lenders arranged by Nomura Australia Limited. Financial close of the SFA remains subject to the satisfaction of certain conditions precedent typical for a facility of this nature. The company is targeting the satisfaction of all conditions precedent and the settlement and financial close of the SFA by 25 September 2020. Following this, the company will release its Annual Report for FY20, Appendix 4G, corporate governance disclosure, financial close announcement and its FY20 Results and Refinancing Investor Presentation.

Documentation in relation to the proposed refinancing of the company's senior facilities is progressing but the company is not yet in a position to announce the execution of a syndicated facility agreement. The company requests that the suspension of its shares remain in place pending the completion of the proposed refinancing.

The documentation in relation to the proposed refinancing of the company's senior facilities is progressing but the company is not yet in a position to announce the execution of a Syndicated Facility Agreement. The company requests that the current suspension of its seurities remain in place pending the completion of the proposed refinancing.

The company releases an Updated Securities Trading Policy.

The company is well advanced with the proposed refinancing of its senior facilities. The company's Appendix 4E for FY20 is being prepared on a going concern basis. The company will delay the release of its Appendix 4E until such time as it has executed a binding agreement for its proposed refinancing, which is expected to be by Monday 7 September 2020.

The standstill period that had been previously agreed between the company and its current senior financier, Project Robin, has now expired. The company remains in discussions with Carlyle and will update the market with any material developments as they occur. The company requests that the current suspension of its shares remain in place pending further information.

The company releases an update and Appendix 4C.

The standstill agreement conditions precedent have now been satisfied.

The company and its senior financier, Project Robin, have executed an extension to the standstill agreement, which will take effect subject to the satisfaction of certain conditions precedent. The extended standstill period will end at 5 p.m. on 14 August 2020. The company requests that the current suspension of its securities remain in place until the earlier of an announcement regarding the completion of the refinancing or pre-open 17 August 2020.

PNC has received the consent of the holders of the company's secured and subordinated A$40 million medium term notes due on 22 March 2022 to certain changes to the terms of the notes. The key amendments to the terms include: increasing the margin by 200 bps from +5.25% per annum to +7.25% per annum; extending the maturity date for the notes by 12 months to 22 March 2023; amending and increasing the total net debt to loan book value ratio covenant from 70% to 82.5% until 31 March 2022, reducing to 77.5% thereafter; and revising the optional note redemption dates that can be exercised by PNC at the face value of the notes at the end of the quarter.

Pioneer is currently in the process of undertaking a refinancing to replace its existing senior debt facilities. Negotiations continue to progress with relevant parties. Pioneer is proposing amendments to the terms of its secured and subordinated A$40 million medium term notes, which requires the consent of the holders of the Notes by way of a circulating resolution. Noteholders will also receive a consent fee of 0.5% of the outstanding principal amount of each Note they hold if they vote in favour of the required circulating resolution, subject to the resolution passing and the replacement senior funding package successfully closing. Pioneer has grown its PDP portfolio to $268.8 million as at 31 May 2020 and has moved quickly to minimise any impact from COVID-19 with implementation of a range of measures.

The company provides a revised Appendix 4C with the following amendments: Comments at section 8.6 have been removed as the Company had positive cash flow for the period; and The Appendix 4C has been authorised by the Board of Directors of Pioneer Credit Limited.

The securities of Pioneer Credit Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of PNC, pending the release of an announcement regarding the proposed refinancing of PNC's existing senior facility.

The suspension of trading in the securities of Pioneer Credit Limited will be lifted immediately, following the release by PNC of an announcement regarding the completion of debt financing.

Completion of the debt purchase has occurred. In addition, Carlyle has agreed to loan to the company additional interim funding of up to $28 million to fund ongoing investment in Purchased Debt Portfolios, payment of the special dividend and working capital as required. Carlyle has agreed to waive all existing defaults under the senior debt facility. The company has not previously guided first half performance, however, advises that liquidations are expected to be approximately 4% above the prior corresponding period at approximately $52m. The company has incurred significant one-off costs in relation to the events of the current half triggered by the FY19 audit including dealing with the breach of financial covenants, standstill agreements and associated matters, the change of control process and the re-financing, totaling approximately $7m. The company therefore expects to report a statutory loss for the period to 31 December 2019.

The company has entered into a confirmation deed with Pioneer's existing senior financiers and an entity that is part of the group of entities doing business as The Carlyle Group, under which, Carlyle has agreed to acquire the debt outstanding under Pioneer's existing $130 million senior secured debt facility from the existing senior financiers, subject to the entry into substitution and transfer documentation and the satisfaction of other customary conditions precedent. The company has also signed a variation deed which, on completion of the debt purchase and execution of the variation deed by Carlyle and the security trustee under the senior facility, will effect the waiver by Carlyle of the company's existing defaults under the senior facility and vary the key terms of the senior facility, including the provision of additional interim funding of up to $28 million to fund ongoing investment in Purchased Debt Portfolios, payment of the special dividend and working capital.

The company's senior financers are prepared, subject to finalisation of relevant documentation, to extend its previous standstill arrangements to 18 December 2019 as they progress the substitution of the senior financer det. The company requests that the voluntary suspension of its securities continue until the earlier of the commencement of trading on 20 December 2019 or until the release of an announcement regarding the debt financing matters.

The company has entered into a scheme implementation agreement with Robin BidCo and Robin HoldCo Holdings. BidCo and HoldCo are part of the group of entities doing business as The Carlyle Group. Under the scheme of arrangement, it is proposed that BidCo will acquire 100% of the fully diluted Pioneer shares outstanding for consideration representing a total value of $1.82 per Pioneer share by way of scheme of arrangement. Pioneer currently intends to pay a fully franked special dividend of up to $0.24 per Pioneer share prior to implementation of the Scheme, if the ccheme is approved by Pioneer shareholders and the Court. The Independent Non-Executive Directors unanimously recommend that Pioneer shareholders vote in favour of the scheme, based on the total cash consideration, in the absence of a Superior Proposal and subject to an Independent Expert concluding, and continuing to conclude, that the scheme is in the best interests of Pioneer shareholders. The Pioneer Board makes no recommendation in relation to the Scrip Alternative.

The standstill agreement with the company's senior financiers expires today 2 December 2019. The company is nearing completion of its assessment of proposals for a change of control and the provision of financing and the senior financiers have agreed to work with the company to finalise a transaction. The company requests that its suspension continue until the commencement of trading on 13 December 2019 or until the release of an announcement, whichever is earlier.

The company releases the results of the meeting.

The company releases the chairman's address and presentation for the AGM.

In relation to Resolution 3 of the Notice of AGM "“ Appointment of Auditor, the company confirms that following a competitive tender process to identify a new auditor, the Directors endorse the appointment of Deloitte Touche Tohmatsu Limited as its external auditor, subject to shareholder approval. The appointment will take effect from the later of the close of the Annual General Meeting or the consent to PricewaterhouseCooper's resignation from the Australian Securities and Investments Commission.

The process for the realisation of the value of its assets, including proposals for change of control and the provision of funding, is progressing well. Four interested parties have now been short-listed for the final stage of the change of control process involving confirmatory due diligence and the submission of final binding offers. Discussions are also ongoing with financing parties in relation to the provision of funding. The company expects the change of control process will progress to the submission of final binding offers and the selection of a preferred party by the Board by the end of November 2019. The company requests a further extension to the voluntary suspension of its securities pending further developments in relation to this process.

The further standstill period announced to the market on 14 October 2019 pursuant to a new Standstill Agreement has now been executed by Pioneer and its senior financiers. The further standstill period will end on 2 December 2019. No principal repayments or default interest are required to be paid to the senior financiers during the standstill period, though default interest will now accrue.

The company's AGM will be held on 25 November 2019 at 10.00 am (AWST) at Function Centre Level 8, Exchange Tower 2 The Esplanade Perth WA 6000 . The meeting will consider the required statutory matters as well as the appointment of a new auditor of the company.

The banks comprising the company's senior financiers have indicated their approval, subject to agreeing on formal documentation, to provide a further standstill period to that advised to the market on 24 September 2019. The further standstill period will end on 2 December 2019. Pioneer has appointed Azure Capital to assist with proposals received for the realisation of the value of its assets. The company has shortlisted several parties for the next stage of the process.

The company lodges its 2019 full year results.

The company lodges its FY19 Annual Report (with App 4E).

PNC believes that the continued trading of its securities during this period is likely to be materially prejudicial to its ability to complete any potential transaction. As such, PNC requests that the voluntary suspension of its securities remains in place until the release of an announcement regarding this process, which it expects to make by 31 October 2019.

The company releases its Appendix 4G and Corporate Governance Statement.

The company has entered into a standstill agreement with Commonwealth Bank of Australia trading as Bankwest and Westpac Banking Corporation. The SA provides, among other things, that subject to compliance with its terms, the Senior Financiers will not take any action in relation to the existing defaults for a standstill period to 14 October 2019, unless extended. No principal repayments or penalty interest are required to be paid to the Senior Financiers during the present time. The process of assessing received proposals by Azure Capital for the realisation of the value of the company's assets is proceeding well. The company's AGM will not be held on 18 October 2019 and is postponed to a date yet to be determined.

PNC advises that it continues not to be in a position to release its financial results for the year ended 30 June 2019 and requests that the suspension of its securities be extended.

The securities of Pioneer Credit Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of PNC, pending the release of an announcement regarding its financial results.

listed entity carried for record purposes only