28 Oct 2015 11:53
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).
SCHEME CLOSING DATE NOTICE
To: SCHEME CREDITORS AND OTHER TRANSACTION PARTIES
From: AVANGARDCO INVESTMENTS PUBLIC LIMITED (the "Company")
Date: 28 October 2015
Scheme of arrangement under Part 26 of the Companies Act 2006 made between the Company and the Scheme Creditors in respect of its US$200 million 10.0% notes due 2015 (ISIN: XS0553088708) issued under a trust deed dated 29 October 2010 (the "Scheme")
1. We refer to the Scheme. Capitalised terms defined in the Scheme have the same meaning when used in this letter.
2. By an order dated 26 October 2015, the High Court of Justice of England and Wales (the "Court") sanctioned the Scheme.
3. We hereby confirm that the conditions precedent to the Restructuring Documents (if any) have been satisfied or waived. This is the Scheme Closing Date Notice as contemplated by Clause 10(d) of the Scheme.
4. We hereby confirm that the Scheme Closing Date is 28 October 2015.
This letter and any non-contractual obligations arising out of or in connection with it are governed by English law.
Yours faithfully,
AVANGARDCO INVESTMENTS PUBLIC LIMITED
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"). 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.