23 Oct 2015 15:29
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).
23 October 2015
Avangardco Investments Public Limited UK Scheme of Arrangement
Scheme Meeting Results
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. Oleksiy Yergiyev of the Company was appointed to act as Chairman of the Scheme Meeting.
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").
As at 22 October 2015 following the close of the Scheme Meeting, Noteholders constituting 99.51% in number representing 99.89% in value of the Notes voted at the Scheme Meeting had validly voted in favour of the Scheme. Noteholders constituting 0.49% in number representing 0.11% in value of the Notes voted at the Scheme Meeting had voted against the Scheme. The Scheme was therefore approved by a majority in number representing more than 75% in value of creditors present and voting either in person or by proxy at the Scheme Meeting. Noteholders voting at the Scheme Meeting represented 89.20% of the outstanding principal amount of the Notes.
It will now be necessary for the Court to sanction the approved Scheme at a Court hearing to be held not before 2 p.m. on 26 October 2015 at the Rolls Building, Fetter Lane, London EC4A 1NL. All persons who were Scheme Creditors as at 20 October 2015 are entitled to attend the Court hearing in person or through counsel to support or oppose the sanctioning of the Scheme.
A further announcement surrounding the sanctioning of the Scheme will be made following the Court hearing. On the basis that the Scheme is sanctioned by the Court, we anticipate that the settlement date of the Scheme will be Wednesday 28 October 2015, with the unblocking of Notes to occur on this date.
For further information on the Scheme please contact UBS Limited or D.F. King Ltd.
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.