28 Sep 2015 11:41
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED).
28 September 2015
Avangardco Investments Public Limited UK Scheme of Arrangement
Accession Mechanics
Background
On 24 September 2015, the High Court of Justice in England and Wales (the "Court") ordered, amongst other things, that Avangardco Investments Public Limited (the "Company") be at liberty to convene a meeting of the Scheme Creditors to be held at 10.00 a.m. (London time) on 22 October 2015 at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London, EC2M 3XF for the purpose of considering and, if thought fit, approving with or without modification, the scheme of arrangement (the "Scheme") proposed to be made between the Company and the Scheme Creditors (the "Scheme Meeting") in respect of its US$200 million 10.0% notes due 2015 (ISIN: XS0553088708) (the "Notes") issued under a trust deed dated 29 October 2010.
Where otherwise undefined, terms used in this press release shall have the meaning given to them in the explanatory statement which is available on the Scheme Website (the "Explanatory Statement").
In a notice sent by the Company to the Scheme Creditors on 24 September 2015 (the "Notice"), the Company requested that:
1. Scheme Creditors submit instructions to appoint D.F. King Ltd as proxy via Euroclear and Clearstream as soon as possible and in any event so as to be received by D.F. King Ltd no later than 5.00 p.m. (London Time) on 20 October 2015; and
2. in order to be eligible to receive the Early Instruction Fee or Late Instruction Fee, Scheme Creditors (a) accede to the Lock-Up Agreement which is available on the Scheme Website; and (b) submit electronic instructions via the Clearing Systems to appoint D.F. King Ltd as proxy to vote in favour of the Scheme by the deadlines as set out in the Explanatory Statement, being 5.00 p.m. (London time) on 15 October 2015 for the Early Instruction Fee and after 5.00 p.m. (London time) on 15 October 2015 but no later than 5.00 p.m. (London time) on 20 October 2015 for the Late Instruction Fee.
For the avoidance of doubt, in order to be eligible to receive a Consent Fee, Scheme Creditors must accede to the Lock-Up Agreement in addition to submitting instructions to D.F. King Ltd as proxy to vote in favour of the Scheme. If a Scheme Creditor submits an instruction by the Early Instruction Deadline or by the Instruction Deadline but does not accede to the Lock-Up Agreement following the procedure outlined below, its instructions will be valid for voting purposes at the Scheme Meeting but it will not be eligible for a Consent Fee.
The latest version of the Lock-Up Agreement, which was amended to include the below accession mechanics, is available on the Scheme Website (http://sites.dfkingltd.com/avangard) and is headed "Amended Lock-Up Agreement".
Accession Mechanics
Prior to acceding to the Lock-Up Agreement, Scheme Creditors will be required to request a unique reference number (an "Accession Code") from the Information Agent, D.F. King Ltd (via email to avangard@dfkingltd.com; Subject: Avangard Accession Code Request). Scheme Creditors will be required to provide the following details to D.F. King Ltd prior to receiving the Accession Code:
· Investor Name (Beneficiary)
· Investor Name (Investment Manager - if applicable)
· Clearing System (Euroclear/Clearstream)
· Custodian Name (if known)
· Clearing System Account Number (if known)
· Principal Amount of Notes held
D.F. King Ltd will issue an Accession Code as soon as reasonably practicable following each valid request.
After a Scheme Creditor receives an Accession Code, it should:
i) include the Accession Code in the Accession Deed, complete the Accession Deed and execute it. Once executed, Scheme Creditors should email the completed Accession Deed to o.yergiyev@avangardco.ua (copy to: avangard@dfkingltd.com and alex.kay@cwt.com); and
ii) deliver electronic voting instructions through the relevant Clearing System by no later than 5.00 p.m. (London time) on 15 October 2015 to be eligible for the Early Instruction Fee, or after 5.p.m (London time) on 15 October 2015 but by no later than 5.00 p.m. (London time) on 20 October to be eligible for the Late Instruction Fee. Scheme Creditors must include the Accession Code in the electronic voting instructions.
The latest version of the Accession Deed is available on the Scheme Website (http://sites.dfkingltd.com/avangard) and is headed "Accession Deed to the Lock-Up Agreement (25 September 2015)".
For further information on the terms of the Scheme please contact UBS Limited and for further information on the voting or accession procedure please contact D.F. King Ltd or review the Explanatory Statement or the document headed "Instructions to Scheme Creditors (24 September 2015)" on the Scheme Website:
UBS Limited as the Scheme Solicitation Agent
1 Finsbury Avenue
London EC2M 2PP
United Kingdom
Tel: +1-203-719-8682 / +44 20756 84601
E-mail: mark-t.watkins@ubs.com / torstein.berteig@ubs.com
Attention: Liability Management Group
D.F. King Ltd as the Information Agent
Email: avangard@dfkingltd.com
Website: http://sites.dfkingltd.com/avangard
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This notice is neither an offer to purchase nor a solicitation of an offer to sell securities. The Scheme is not being made to any person in any jurisdiction in which the making of the Scheme would not be in compliance with the securities or other laws of such jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States and the Company does not intend to make any such registration under the Securities Act.
In the United Kingdom, this communication is being distributed only to and is directed only at (a) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (b) high net worth entities falling within Article 49(2)(a) to (d) of the Order and (c) other persons to whom it may be lawfully communicated (all such persons together being referred to as "relevant persons"). The securities will be available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
Statements contained herein may constitute "forward-looking statements". Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "aim", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology.
Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause the Company's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
No party accepts any responsibility or liability whatsoever for any loss or damage occasioned to any person arising out of the process described in this notice.