Company name SIV Portfolio Plc
Headline Restructuring Agreement & Portfolio Sale Agreement


RNS Number : 9207W
SIV Portfolio Plc
17 June 2008
 


SIV PORTFOLIO PLC (IN RECEIVERSHIP) (FORMERLY CHEYNE FINANCE PLC)

US$10,000,000,000 Euro MTN Programme

US$10,000,000,000 Euro CP Programme

US$3,000,000,000 Euro Capital Note Programme


FOR IMMEDIATE RELEASE                      17 June 2008


Company Announcement - Restructuring Agreement and Portfolio Sale Agreement


The receivers of SIV Portfolio Plc (In Receivership) (formerly Cheyne Finance Plc) (the "Company"), being Neville Kahn, Nicholas Edwards and Nicholas Dargan each of Deloitte & Touche LLP (the "Receivers"), have today announced that the Company and the Receivers have entered into a restructuring agreement (the "Restructuring Agreement") and a portfolio sale agreement (the "Portfolio Sale Agreement"), each with Goldman Sachs International ("GSI").  

Capitalised terms not otherwise defined in this notice shall have the meanings given to them in the Common Terms Agreement dated 3 August 2005 between, amongst others, the Company, Cheyne Finance LLC, Cheyne Finance Capital Notes LLC and The Bank of New York. 


Sales of Portfolio Securities

Under the Portfolio Sale Agreement, the Company has agreed to sell a portion of the portfolio of debt securities held by the Company (the "Portfolio Securities") to GSI, subject to the satisfaction of certain conditions precedent. 

Under the terms of the Restructuring Agreement, the Company has agreed, on specified terms and subject to certain conditions, to sell the remaining Portfolio Securities which are not being sold to GSI, pursuant to an auction process (the "Auction Process") involving certain market participants (the "Alternative Bidders") which will be invited to submit bids for the purchase of such Portfolio Securities.

Following completion of the sales of the Portfolio Securities to the Alternative Bidders and GSI (the "Sales"), the Receivers will distribute the net cash proceeds received from the Sales in accordance with the terms of the Security Trust Deed dated August 3, 2005 (the "Security Trust Deed"). The Receivers do not anticipate that such net cash proceeds will be sufficient to allow any payment to be made to the holders of the Capital Notes or to any other party which is subordinate to the Senior Creditors in the Payment Priority set out in the Security Trust Deed. 

The Receivers expect the Sales of the Portfolio Securities to occur on or about 17 July 2008 with settlement due to take place shortly thereafter, although such Sales may be delayed or cancelled in whole or in part in certain circumstances (including, without limitation, as a result of adverse market conditions or the Company (acting by the Receivers) determining that the price for the Portfolio Securities obtained through the Auction Process is not acceptable). 


Potential investments for U.S. Senior Noteholders and the Liquidity Providers

GSI has agreed pursuant to the Restructuring Agreement to arrange for certain specified investments to be made available to eligible U.S. Senior Noteholders and the Liquidity Providers (together, the "Eligible Creditors"). 

Under one such arrangement Eligible Creditors will (subject to compliance by NewCo with applicable laws) be offered, by a limited-purpose issuing vehicle ("NewCo"), a right to have their existing senior notes and claims acquired by NewCo for certain specified consideration. 

Such potential investments, if offered, will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be offered only pursuant to applicable exemptions from registration thereunder and will be made available only to U.S. Senior Noteholders and the Liquidity Providers that have certified certain matters, including their status as "qualified institutional buyers" (or other institutional investors approved as eligible by GSI and Newco) or non "U.S. Persons" located in certain specified countries as such terms are defined in accordance with Rule 144A and Regulation S under the Securities Act and, in addition, their status as "qualified purchasers" for purposes of the Investment Company Act of 1940, as amended.

Under a second arrangement, a further potential investment option will be made available to Eligible Creditors in the form of zero-coupon notes to be issued by the Goldman Sachs Group, Inc. for cash in a separate public offering.

The potential investments referred to above do not affect the existing rights of the U.S. Senior Noteholders or the Liquidity Providers. A U.S. Senior Noteholder or Liquidity Provider that does not wish to participate in either of the above potential investments need not take any action, and each non-participating U.S. Senior Noteholder or Liquidity Provider will simply receive those amounts which it is entitled to in accordance with the terms of the U.S. Senior Notes or the Senior Obligations, as the case may be. 

The potential investments referred to above are not part of the receivership of the Company. None of the Company, Cheyne Finance LLC or the Receivers (a) have any role whatsoever in, and are not connected or in any way affiliated to Newco, GSI or the potential investments, (b) are in any way responsible for any such potential investments, (c) have approved, endorsed, recommended, structured or otherwise taken responsibility for such potential investments or (d) are providing any Senior Creditor or U.S. Senior Noteholder with any legal, accounting, business, tax or other advice in connection with such potential investments. 


Further information

Please email ukcheynefinanceplc@deloitte.co.uk if you have any queries regarding the sale of the Portfolio Securities outlined in the paragraph headed "Sales of the Portfolio Securities" above.

If you desire further information regarding the potential investments referenced above, please make a request to GSI via email at sivportfolio@gs.com. Please note that if you do not make such a request for further information, then GSI and its affiliates will not be in a position to provide you with further information regarding the potential investments, including regarding your potential eligibility under applicable legal guidelines to participate in the potential investments. If you make a request, you will need to confirm to GSI that you satisfy certain eligibility requirements under applicable legal guidelines in order to receive the relevant information.


Important information

Approved as a financial promotion under the UK Financial Services and Markets Act 2000 by Goldman Sachs International. Nothing in this document amounts to the giving of advice. If you are in any doubt as to the action you should take, you should consult a professional adviser.  

Contact:


Helen Berrill

Arthur Cox

Listing Agents

+353 1 618 0556

 

Caroline Villiers

M Communications

+44 207 153-1521

 

Jo Ouvry

Deloitte & Touche LLP

+44 207 303 0587


This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities described herein. 







This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange





This information is provided by RNS
The company news service from the London Stock Exchange
 
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