Company name Borets Finance DAC
Headline Final Participation Results


RNS Number : 1318V
Borets Finance DAC
25 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.

January 25, 2017

Borets Finance DAC's Invitation to Tender Notes for Cash: Announcement of Final Participation Results

On January 16, 2017, Borets Finance DAC (the "Issuer") made an invitation to the holders of the notes listed in the table below (the "Notes") to tender any such Notes (the "Offer"). The Offer was 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").

The Issuer hereby informs the holders of the Notes that, as of 12:00 p.m., London time, on January 24, 2017 (the "Expiration Deadline"), US$136,545,000 principal amount of the Notes were validly tendered pursuant to the Offer. Subject to the terms and conditions of the Offer, the Issuer confirms that it has accepted for purchase US$21,777,000 of the Notes validly tendered (the "Accepted Notes").

The Clearing Price in respect of the Accepted Notes was determined by reference to the relevant Bid Prices received, in accordance with the procedure set out in the Tender Offer Memorandum and is set out in the table below under the heading "Clearing Price". All Notes validly tendered with a Bid Price less than or equal to the Clearing Price have been accepted for purchase.

Holders of the Notes who validly tendered Notes prior to the Expiration Deadline and whose Notes have been accepted for purchase by the Issuer will receive the Tender Offer Consideration for the Notes, as well as a cash payment in an amount equal to the accrued and unpaid interest on such Notes from (and including) September 26, 2016 to (but excluding) the Payment Date (as defined below) (the "Accrued Interest").

Title of Security

Common code/ CUSIP

ISIN

Tender Offer Consideration (Clearing Price)(1)

Total aggregate principal amount of Accepted Notes

Total Accrued Interest in respect of Accepted Notes

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$1,030

US$21,777,000

US$571,864

___________________________

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

 

The settlement date for the Accepted Notes is expected to be January 31, 2017 (the "Payment Date").

The Offer remains subject to the terms, conditions and restrictions set forth in the Tender Offer Memorandum. Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

Further Information

A complete description of the terms and conditions of the Offer is set forth 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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