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Alliance Oil Company Ltd.: invitation for offers to sell for cash and consent solicitation in respect of its U.S.$350,000,000 9.875% Guaranteed Notes due 2015

17 Mar 2015 13:25

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

RE: Alliance Oil Company Ltd.

invitation for offers to sell for cash and consent solicitation in respect of its U.S.$350,000,000 9.875% Guaranteed Notes due 2015

17 March 2015

On 13 February 2015, Alliance Oil Company Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (the "Issuer"), announced an invitation to the holders (the "Noteholders") of U.S.$350,000,000 9.875% Guaranteed Notes due 2015 (of which U.S.$350,000,000 are currently outstanding) (ISINs: XS0493579238/US018760AA67) (the "Notes") to submit offers to sell for cash any and all Notes, subject to the acceptance ratio, and to provide their Consents (as defined below) (the "Invitation") and to approve by an extraordinary resolution of the Noteholders (the "Extraordinary Resolution") pursuant to the Trust Deed dated 11 March 2010, as amended or supplemented from time to time (the "Consent"), certain modifications to the terms and conditions of the Notes and the Trust Deed (the "Consent Solicitation" and, together with the Invitation, the "Offer") in respect of the Notes.

Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the tender offer and consent solicitation memorandum dated 13 February 2015 (the "Memorandum").

The Issuer announces that the Extraordinary Resolution set out in the notice of meeting previously sent to the Noteholders on 13 February 2015 in accordance with the terms of the Trust Deed was duly passed at the meeting of Noteholders held at 10 a.m. (London time) on 17 March 2015 (the Meeting").

The Issuer announces that it has accepted for purchase in the Invitation the Notes in the aggregate principal amount of U.S.$50,932,000. The Issuer will pay the Tender Consideration, the Early Consent Fee and the Late Consent Fee, as applicable, on 18 March 2015.

The Issuer expects that the Supplemental Deeds will be signed by the relevant parties immediately after it makes the payments referred to in the previous paragraph. The provisions of the Trust Deed and Conditions of the Notes will be modified once the Supplemental Deeds are signed, including the extension of the maturity of the Notes until 11 March 2019, increase in the interest rate, amortisation of the principal amount of the Notes and granting an option to the Issuer to redeem any remaining Notes in whole on certain dates, as fully described in the Extraordinary Resolution.

FURTHER INFORMATION

All requests for information in relation to the Offer should be directed to:

The Dealer Manager and Solicitation Agent:

VTB Capital plc 14 CornhillLondon EC3V 3NDUnited Kingdomtelephone: +44 20 3334 8029email: vtb.dcm@vtbcapital.com

or

The Tender Agent:

Lucid Issuer Services Limited

436 Essex RoadLondon N1 3QPUnited Kingdomtelephone: +44 207 704 0880email: allianceoil@lucid-is.com

This announcement does not constitute an invitation to participate in the Offer and does not constitute an offer to buy or the solicitation of an offer to sell securities in in any other jurisdiction in which such offer or solicitation would be unlawful.

The Invitation, Consent Solicitation and this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 or under the securities laws of any state or other jurisdiction of the United States and are not directed at any person within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with applicable laws of any state or other jurisdiction of the United States.

The communication of this announcement or the 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 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 "Order")) or persons who are within Article 43 of the Order or any other persons to whom it may otherwise lawfully be made under the Order.

Nothing in this announcement or the Memorandum is an offering of securities in the terms of Article 51.1 of the Law of the Russian Federation No. 39-FZ "On the Securities Market" dated 22 April 1996 (as amended). Nothing in this announcement or the Memorandum shall constitute, or be interpreted as, offering or advertising of securities, or shall be deemed contemplating placing or circulation of securities in the Russian Federation under applicable Russian laws.

The distribution of the Memorandum and this announcement in certain jurisdictions may be restricted by law. Persons into whose possession either Memorandum comes are required by the Issuer, the Dealer Manager and Solicitation Agent, the Tender Agent and the Trustee to inform themselves about, and to observe, any such restrictions.

Copyright Business Wire 2015

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