Company name Borets Finance DAC
Headline Notice to Noteholders


RNS Number : 6604B
Borets Finance DAC
05 April 2017
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM.

5 April 2017

BORETS FINANCE DAC's OFFER AND CONSENT SOLICITATION: post-pricing tender results announcement

On 13 March 2017, Borets Finance DAC (the "Offeror") made (a) an invitation to each holder (a "Noteholder") of its outstanding US$420,000,000 7.625% Guaranteed Notes Due 2018 (the "Notes") to tender any or all of their Notes for purchase by the Offeror for cash (the "Offer") and concurrently (b) a solicitation (the "Consent Solicitation") to consider and, if thought fit, pass an extraordinary resolution to approve certain amendments to the Trust Deed governing the Notes (the "Trust Deed"), that would permit the Offeror to remove substantially all of the covenants and all of the events of default (except for non-payment and cross-acceleration events of default) in the terms and conditions of the Notes under the Trust Deed that can be removed by an Extraordinary Resolution of the Noteholders, other than a "special quorum resolution" (in each case, as defined in the Trust Deed).

The Offer and the Consent Solicitation were made on the terms and subject to the conditions and restrictions set out in the Tender Offer and Consent Solicitation Memorandum dated 13 March 2017 (the "Tender Offer and Consent Solicitation Memorandum"). Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum.

The following table presents details of the Offer as set out in the Tender Offer and Consent Solicitation Memorandum and the aggregate principal amount of Notes tendered at or prior to the Expiration Deadline and accepted for purchase by the Offeror on the Settlement Date:

Title of Security

Common code / CUSIP

ISIN

Aggregate Principal Amount outstanding

Amount subject to the Offer

Purchase Price per $1,000

Early Tender Premium per $1,000

Total amount (Early Tender Premium and Purchase Price) per $1,000(1)

Aggregate principal amount tendered and accepted(2)

US$420,000,000 7.625 per cent. Guaranteed Notes due 2018

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

XS0974469206 (Reg S) US09973AAA97 (Rule 144A)

US$372,946,000

Any and all

US$1,010

US$30

US$1,040

US$239,668,000

___________________________

(1)        Total amounts payable for the Notes validly tendered at or prior to the Early Tender Date. Excludes any applicable Accrued Interest Amounts.

(2)     Aggregate principal amount of the Notes tendered at or prior to the Expiration Deadline and accepted for purchase by the Offeror on the Settlement Date

 

On 22 March 2017 the Offeror extended the original Early Tender Date as set out in the Tender Offer and Consent Solicitation Memorandum to 4:00 p.m. (London time) on 29 March 2017 (the "Extended Early Tender Date").

The Offeror hereby informs the Noteholders as follows:

1.   as of 4:00 p.m. (London time) on 31 March, 2017 (the "Expiration Deadline") Tender Instructions in respect of US$239,668,000 aggregate principal amount of Notes were received by the Information and Tender Agent;

2.   the Offeror expects the Financing Condition to be satisfied on 7 April 2017 (the "Settlement Date");

3.   subject to the satisfaction of the Financing Condition, the Offeror hereby accepts tenders of all Notes made at or prior to the Expiration Deadline;

4.   subject to the satisfaction of the Financing Condition, on the Settlement Date:

a.   Noteholders (i) who tendered their Notes at or prior to the Extended Early Tender Date and (ii) whose Tenders were accepted by the Offeror, will receive the Early Tender Premium, together with the Purchase Price, plus the Accrued Interest Amount in respect of their Notes tendered; and

b.   Noteholders (i) who tendered their Notes after the Extended Early Tender Date, but at or prior to the Expiration Deadline and (ii) whose Tenders were accepted by the Offeror, will receive the Purchase Price plus the Accrued Interest Amount in respect of their Notes tendered; and

5.   the Offer is hereby re-opened until 4:00 p.m. (London time) on 7 April 2017 on the terms and subject to the conditions and restrictions set out in the Tender Offer and Consent Solicitation Memorandum.

Questions and requests for assistance in connection with the delivery of Tender Instructions in respect of Late Tenders may be directed to the Information and Tender Agent.

The Information and Tender Agent:

D.F. King Ltd.

Email: borets@dfkingltd.com

Offer Website: https://sites.dfkingltd.com/borets

 

In London:

125 Wood Street

London EC2V 7AN

United Kingdom

By telephone: +44 20 7920 9700

 

In Hong Kong:

Suite 1601, 16/F, Central Tower

28 Queen's Road Central

Hong Kong

Telephone: +852 3953 7230
 

DISCLAIMER

General

This announcement is for informational purposes only. The Offer is only being made, and the Consents are only being solicited pursuant to the Tender Offer and Consent Solicitation Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer or the Consent Solicitation constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

United States of America

Nothing in this announcement constitutes an offer of securities in the United States of America. The securities referred to in this announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

United Kingdom

The communication of this announcement and any other documents or materials relating to the Offer and the Consent Solicitation are not being reviewed and such documents and/or materials have not been approved by an authorised 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 of the Financial Promotion Order, including existing members and creditors of the Offeror, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Russia

The Offer is not being made, directly or indirectly, to the public in the Russian Federation. Neither this announcement, nor information contained therein nor any other document or materials relating to the Offer or the Consent Solicitation 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, nor any other documents or materials relating to the Offer or the Consent Solicitation have been or shall be distributed to the public in the Russian Federation. Information contained in this announcement 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 22 April 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 announcement will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014 (as amended), 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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