20 Mar 2015 14:10
20 March 2015
Lenta Ltd. (the "Company")
Signing by Lenta LLC (the Company's main operating company) (the "Borrower") of an amendment to a facility agreement concluded on 14 September 2011 (the "Facility Agreement") with, among others, VTB Capital PLC
Capitalized terms not defined herein shall have the meaning given to them in the Facility Agreement. All references to Clauses are to Clauses of the Facility Agreement.
The Borrower today disclosed in the Russian Federation (a non-EEA State) the conclusion of an amendment to the Facility Agreement (the "Amendment Letter") on the terms summarized below:
SUMMARY OF PRINCIPAL TERMS OF THE AMENDMENT LETTER
Parties
The Borrower, the Company, Lenta-2 LLC, VTB Capital PLC and Zoronvo Holdings Limited are party to the Amendment Letter.
Maturity
The terms of the Amendment Letter shall continue in effect until full performance of the parties' respective rights and obligations.
Amendments to the Facility Agreement effected by the Amendment Letter
a) Paragraph (a) of Clause 6.1 (Repayment of Loans) is amended as follows:
"(а) subject to the provisions of Clause 6.2 (Repayment of Loans), below, the Borrower shall fully repay the Tranche A Loans made to it on the Tranche A Final Repayment Date";
b) Paragraph (b) of Clause 6.1 (Repayment of Loans) is amended follows:
"(b) subject to the provisions of Clause 6.2 (Repayment of Loans), below, the Borrower shall fully repay the Tranche B Loans made to it on the Tranche B Final Repayment Date";
c) References to the "first Utilization Date" in paragraph (c) of Clause 6.1 (Repayment of Loans) are replaced by references to the "Utilization Date";
d) Clause 6.2 (Repayment of Loans) is amended as follows:
"6.2. Repayment of Loans
Without prejudice to the remaining provisions of this Clause 6 (Repayment), on the Final Repayment Date, the Borrower shall repay the outstanding Loans in full and pay and discharge all other outstanding Secured Obligations in full.";
e) Clause 21.2 (Financial Condition) is amended as follows:
"21.2 Financial Conditions
(а) the Borrower shall ensure that at any Relevant Period, the Leverage Ratio does not exceed 4.0:1.
(b) the Interest Cover shall not be less than 1.50:1 in respect of any Relevant Period ending in 2015, and not less than 2.00:1 in respect of each subsequent Relevant Period.".
f) The Amendment Letter provides for a potential 0.5% p.a. increase in the interest rate under the facility should certain financial covenants reach the levels set out in the Amendment Letter.
FURTHER INFORMATION
The transaction is associated with the acquisition, disposal or the possibility of disposal by the Borrower, whether directly or indirectly, of property with a value of more than RUB 40.375 billion, which constitutes more than 25% of the value of the Borrower's property established on the basis of its Russian accounting statements for the last reporting period.
As of 30 September 2014 (the date of the reporting period preceding the execution of the Amendment Letter) the value of the Borrower's assets was RUB 118,826,187,000 under Russian accounting standards.
The Amendment Letter was executed on 20 March 2015.
The transaction was approved by the sole participant of the Borrower on 18 March 2015: Resolution of the sole participant of Lenta LLC No. 148 dated 18 March 2015.
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In accordance with Disclosure and Transparency Rule 6.3.10 R ("disclosure of information in a non-EEA State") the Company hereby announces that the Borrower has entered into the Amendment Letter.
For further information, please contact:
Mr. Albert AvetikovDirector for Investor Relations112 Savushkina StreetSaint PetersburgRussia 197374
Telephone: +7 812 363 28 44