24 Sep 2015 15:56
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).
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF JUSTICE No. 6210 of 2015
CHANCERY DIVISION
COMPANIES COURT
IN THE MATTER OF AVANGARDCO INVESTMENTS PUBLIC LIMITED
- and -
IN THE MATTER OF THE COMPANIES ACT 2006
NOTICE IS HEREBY GIVEN that by an Order dated 24 September 2015 made in the above matter the Court has directed that a meeting be convened of the Scheme Creditors (as such term is defined therein) (the "Scheme Meeting") in relation to Avangardco Investments Public Limited (the "Company") for the purposes of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made between the Company and the Scheme Creditors (the "Scheme of Arrangement").
The Scheme Meeting to consider the Scheme will be held at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF on 22 October 2015 at 10.00 a.m.
A copy of the Scheme of Arrangement and a copy of the statement required to be furnished pursuant to section 897 of the Companies Act 2006 (the "Explanatory Statement") are available on the Scheme Website: http://sites.dfkingltd.com/avangard. Where otherwise undefined, terms used in this Notice shall have the meaning given to them in the Explanatory Statement.
Creditors are requested to attend the Scheme Meeting by proxy at the time and place indicated above.
It is requested that instructions to appoint D.F. King Ltd (the "Information Agent") as its proxy are submitted by creditors 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. If instructions are not so submitted, creditors will not be able to vote at the Scheme Meeting.
In order to receive the Early Instruction Fee or Late Instruction Fee, Scheme Creditors should (a) accede to the Lock-Up Agreement which is available on the Scheme Website following the procedure outlined in the Explanatory Statement; and (b) submit electronic instructions via the Clearing Systems to appoint D.F. King Ltd as its proxy to vote in favour of the Scheme by the deadlines as set out in the Explanatory Statement, being 5.00 p.m. on 15 October 2015 for the Early Instruction Fee and 5.00 p.m. on 20 October 2015 for the Late Instruction Fee.
By the said Order, the Court has appointed Oleksiy Yergiyev of the Company to act as Chairman and has directed the Chairman to report the result of each such meeting to the Court.
The Scheme of Arrangement will be subject to the subsequent approval of the Court.
Latham & Watkins (London) LLP99 BishopsgateLondonEC2M 3XF
Solicitors for Avangardco Investments Public Limited