Company name Borets Finance DAC
Headline NOTICE TO NOTEHOLDERS


RNS Number : 2810U
Borets Finance DAC
16 January 2017
 

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

Borets Finance DAC Announces an Invitation to Tender Notes for Cash Using a Modified "Dutch Auction" Procedure

Borets Finance DAC (the "Issuer") has today made an invitation to holders of the notes listed in the table below (the "Notes") to tender any such Notes (the "Offer"). In the Offer the Issuer will accept validly tendered Notes up to the maximum aggregate principal amount (including any Accrued Interest to the Payment Date) of US$50,000,000 (subject to increase in our sole and absolute discretion, the "Maximum Acceptance Amount"). The Offer is being made using a modified "Dutch Auction" procedure and is subject to applicable offer and distribution restrictions.

The Offer is being made on the terms and subject to the conditions and restrictions set out in a tender offer memorandum dated January 16, 2017 (the "Tender Offer Memorandum").

Holders are advised to carefully read the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer. Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

Title of Security

Common code / CUSIP

ISIN

Aggregate
Principal
Amount
Outstanding(1)

Minimum Acceptable Bid Price(2)

Maximum Acceptance Amount(3)

US$420,000,000 7.625% Guaranteed Notes due 2018 issued by the Issuer and irrevocably guaranteed by the Guarantors

097446920 (Reg S)/ 09973AAA9 (Rule 144A)

XS0974469206 (Reg S) US09973AAA97 (Rule 144A)

US$397,590,000

US$1,000

US$50,000,000

___________________________

(1)   The Group has purchased, but the Issuer has not yet formally cancelled, US$2,867,000 aggregate principal amount of Notes. The aggregate principal amount of Notes outstanding, excluding such Notes is $394,723,000.

(2)   Per US$1,000 principal amount of Notes validly tendered prior to the Expiration Deadline and accepted for purchase by the Issuer.

(3)   Includes any Accrued Interest to the Payment Date.

 

The Issuer reserves the right, in its sole and absolute discretion, to extend, withdraw, terminate or amend the terms and conditions of the Offer, including, but not limited to, increasing the Maximum Acceptance Amount, at any time following the announcement of the Offer, as described in the Tender Offer Memorandum under "The Offer- Extensions, Amendments and Termination." Details of any such extension, amendment, withdrawal or termination will be notified to the holders as soon as possible after such decision.

A tender of Notes may only be made by the submission of a valid Tender Instruction. The acceptance of Notes for purchase pursuant to the Offer is subject to the satisfaction of certain conditions, including the Financing Condition, set out in the Tender Offer Memorandum under "The Offer-Conditions to the Offer."

Purpose of the Offer and Source of Funds

The purpose of the Offer is to manage the maturity profile and repayment schedules of outstanding financing arrangements of the Issuer and its group (the "Group"). The Group intends to pay for the Notes we purchase in the Offer with a combination of own funds and drawings under certain third party loan facilities. See "The Offer-Purpose of the Offer and Source of Funds" section in the Tender Offer Memorandum.

Bid Price and modified "Dutch Auction"

The Offer is being conducted, and the Clearing Price will be determined, pursuant to a modified "Dutch Auction." This means that if you elect to participate in the Offer prior to the Expiration Deadline, you must specify the minimum Tender Offer Consideration (your "Bid Price") you would be willing to receive in exchange for each US$1,000 principal amount of Notes you choose to tender in the Offer. The Bid Price that you specify for each US$1,000 principal amount of Notes must be in increments of US$1.00. If any Bid Price is not submitted in a whole increment of US$1.00, such Bid Price will be rounded down to the nearest US$1.00 increment. The Bid Price you specify must be not lower than US$1,000 per US$1,000 principal amount of Notes (the "Minimum Acceptable Bid Price"). Tenders of Notes below the Minimum Acceptable Bid Price will not be accepted and will not be used for purposes of calculating the Tender Offer Consideration. Any holders who tender Notes prior to the Expiration Deadline without specifying a Bid Price will be deemed to have specified US$1,000 per US$1,000 principal amount of Notes and to accept the Clearing Price determined by us in accordance with the terms of the Offer.

Under the modified "Dutch Auction" procedure, if we accept Notes in the Offer, we will accept Notes validly tendered in the Offer prior to the Expiration Deadline in the order of the lowest to the highest Bid Prices specified or deemed to have been specified by tendering holders, and will select the single lowest Bid Price (the "Clearing Price") so specified for all Notes tendered prior to the Expiration Deadline that will enable us to purchase an amount of Notes up to the Maximum Acceptance Amount. The Clearing Price will be determined promptly following the Expiration Deadline. We will accept for purchase by us in the Offer all Notes validly tendered at or below the Clearing Price and pay the same price for such Notes.

Offer Period

The Offer commences on January 16, 2017 and will end at 12:00 p.m., London time, on January 24, 2017, (the "Expiration Deadline"), unless extended by the Issuer, in which case notification to that effect will be given by or on behalf of the Issuer by way of (i) issuing a press release to one or more Notifying News Service(s); (ii) issuing a release on the Irish Stock Exchange; and (iii) delivering notices to the Clearing Systems for communication to Direct Participants.

Holders wishing to participate in the Offer must deliver, or arrange to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent by the Expiration Deadline.

Accrued Interest

Holders who validly tender Notes that are accepted for payment pursuant to the Offer will receive Accrued Interest. For the avoidance of doubt, Accrued Interest in respect of the Notes that is payable on the Payment Date shall be accrued and unpaid interest from (and including) the interest payment date of September 26, 2016 to but excluding the Payment Date. See the Tender Offer Memorandum under the heading "The Offer-Acceptance of Notes for Payment; Accrual of Interest".

Maximum Acceptance Amount

We reserve the right, but are not obligated, to increase the Maximum Acceptance Amount in our sole and absolute discretion without extending the Expiration Deadline. If we increase the Maximum Acceptance Amount, we will promptly announce such increase by way (i) issuing a press release to one or more Notifying News Service(s); (ii) issuing a release on the Irish Stock Exchange; and (iii) delivering notices to the Clearing Systems for communication to Direct Participants. If the Maximum Acceptance Amount is increased and there are fewer than two (2) Business Days from and including the date of such announcement to the scheduled Expiration Deadline, we will extend the Offer, so that at least two (2) Business Days remain until the Expiration Deadline.

Notes not tendered and purchased in the Offer will remain outstanding. The terms and conditions governing the Notes, including the covenants and other protective provisions contained in the Notes, will remain unchanged.

Proration

In the event that the amount of Notes validly tendered at or prior to the Expiration Deadline with a Bid Price equal to or below the Clearing Price exceeds the Maximum Acceptance Amount then, subject to the terms and conditions of the Offer, we will accept for purchase, first, all such Notes validly tendered with a Bid Price below the Clearing Price and, second, we will accept for payment such Notes that are validly tendered with a Bid Price equal to the Clearing Price on a pro rata basis from among such tendered Notes according to the principal amount of such tendered Notes, such that we purchase an aggregate amount of Notes up to the Maximum Acceptance Amount.

In all cases where Notes are subject to proration, we will round down to the nearest US$1,000 to avoid purchases of Notes in a principal amount less than integral multiples of US$1,000. Depending on the amount tendered and the proration factor applied, if the principal amount of Notes returned to the holder as a result of proration would result in less than the Minimum Denomination being returned to such holder, we will purchase all of such holder's validly tendered Notes. In no event shall the minimum principal amount returned to any holder after the application of the proration be less than US$200,000. Notwithstanding any proration, Tender Instructions will only be accepted in denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. See "The Offer-Offer; Maximum Acceptance Amount and Tender Offer Consideration; Modified Dutch Auction Procedure" in the Tender Offer Memorandum.

All Notes not accepted as a result of proration and all tenders of Notes with a Bid Price in excess of the Clearing Price will be rejected from the Offer and returned to holders at our expense.

Expected Timetable

This is an indicative timetable showing one possible outcome for the timing of the Offer based on the dates in this announcement. This timetable is subject to change and dates and times may be extended or amended by the Issuer in accordance with the terms of the Offer as described in this announcement. Accordingly, the actual timetable may differ significantly from the timetable below.

Time and Date

Event

January 16, 2017.

Commencement of the Offer

The Offer announced way of (i) issuing a press release to one or more Notifying News Service(s); (ii) issuing a release on the Irish Stock Exchange plc (the "Irish Stock Exchange"); and (iii) delivering notices to the Clearing Systems for communication to Direct Participants. Tender Offer Memorandum available from the Dealer Manager and the Information and Tender Agent.

12:00 p.m., London time, on January 24, 2017, unless extended.

Expiration Deadline

The last chance for you to tender Notes to qualify for the payment of the Tender Offer Consideration on the Payment Date.

As soon as reasonably practicable after the Expiration Deadline, expected on or about January 25, 2017.

Announcement of the Offer Results and Clearing Price

Announcement of the Issuer's decision as to whether to accept valid Tender Instructions received prior to the Expiration Deadline, as well as the Clearing Price distributed by way of (i) issuing a press release to one or more Notifying News Service(s); (ii) issuing a release on the Irish Stock Exchange; and (iii) delivering notices to the Clearing Systems for communication to Direct Participants.

The Payment Date shall occur after the Expiration Deadline and is expected to be on or about January 31, 2017.

Payment Date

The date we will deposit with the Clearing Systems the amount of cash necessary to pay to each holder of Notes tendered before the Expiration Deadline that are accepted for purchase by us, which is the Tender Offer Consideration plus Accrued Interest in respect of such Notes. The Issuer has no obligation to pay interest by reason of any delay by the Clearing Systems in making payment to holders of Notes that are accepted for purchase by us.

Holders are advised to check with any Intermediary through which they hold Notes when such Intermediary would require to receive instructions from a holder in order for it to tender Notes on behalf of the holder before the deadlines specified in this announcement. Please refer to any materials forwarded to you by your Intermediary to determine how you can timely instruct such Intermediary to take these actions. You should ask your Intermediary if you will be charged a fee to tender your Notes through such Intermediary. The deadlines set by any such Intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified in this announcement.

Further Information

A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Further details about the transaction can be obtained from:

The Dealer Manager

SBERBANK CIB

4 Romanov Pereulok

Moscow 125009

Russian Federation

 

SIB (CYPRUS) LIMITED

27 Pindarou Street

Alpha Business Center

1st Floor, Block B

CY-1060 Nicosia

Cyprus

 

Telephone: +7 495 787 23 63

Attention: Liability Management

Email: liability_management@sberbankcib.ru

 

The Information and Tender Agent

DEUTSCHE BANK AG, LONDON BRANCH

Winchester House, 1 Great Winchester Street

London EC2N 2DB

United Kingdom

 

For information by fax: 0207 547 5001

Attention: Debt & Agency Services

Email: xchange.offer@db.com

 

A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Information and Tender Agent.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Offer. If any holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, lawyer, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offer. None of the Issuer, the Dealer Manager or the Information and Tender Agent (or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons) makes any recommendation as to whether holders should participate in the Offer.

General

Neither this announcement, the Tender Offer Memorandum, nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

In addition, each holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Tender Offer Memorandum under the heading "Procedures for Tendering Notes." Any tender of Notes for purchase pursuant to the Offer from a holder that is unable to make these representations will not be accepted.

Each of the Issuer, the Guarantors, the Dealer Manager and the Information and Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender or submission may be rejected.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Russia

Neither the communication of this announcement, nor the Offer is being made, directly or indirectly, to the public in the Russian Federation. Neither this announcement, the Tender Offer Memorandum, nor information contained therein nor any other document or materials relating to the Offer is an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Neither this announcement, the Tender Offer Memorandum, nor any other documents or materials relating to the Offer have been or shall be distributed to the public in the Russian Federation. Information contained in this announcement and the Tender Offer Memorandum is not intended for any persons in the Russian Federation who are not "qualified investors" within the meaning of Article 51.2 of the Federal Law No. 39-FZ "On the Securities Market" dated April 22, 1996, as amended (the "Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law.

Ireland

This communication and the Tender Offer Memorandum will be distributed in Ireland only in conformity with the provisions of the Companies Act 2014, the Central Bank Acts 1942 - 2015 (as amended) and the European Communities 9 (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3), including, without limitation, Regulations 7 and 152 thereof or any applicable provisions of Irish law.

 

 

 

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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