Mhp Reg S Regulatory News (MHPC)

9 March 2018

MHP SE NEW EUROBOND MANDATE AND TENDER OFFER ANNOUNCEMENT

MHP SE, the parent company of a leading international agro-industrial group with headquarters in Ukraine, has announced that it is arranging meetings with fixed income investors in connection with a potential new Eurobond transaction by its wholly owned subsidiary, MHP Lux S.A., a company incorporated in Luxembourg. MHP SE has also announced that it has today launched a tender offer for any and all of its USD 495,600,000 aggregate principal amount outstanding 8.25% notes due 2020, subject to certain terms and conditions, including with respect to financing and minimum acceptance. The tender price for bonds tendered on or prior to 5:00 p.m. (New York time) on 21 March 2018 is USD 1,095 per USD 1,000 held, plus accrued interest.

Disclaimer

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy securities to any person in the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful, and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. The securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act"), or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.

This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

This announcement is not an advertisement of securities in Ukraine, and is not an offer or invitation to, or solicitation of, any such circulation, distribution, placement, sale, purchase or other transfer of the securities in the territory of Ukraine. It is not intended to be and must not be publicly distributed in or into Ukraine.

The Tender Offer is not intended to be and must not be made directly or indirectly to the public in Cyprus by way of a public offering as defined in the Cyprus Public Offer and Prospectus Law, Law No. 114(I)/2005, as amended or replaced from time to time. This announcement, the tender offer memorandum or any other documents or materials relating to the Tender Offer, as well as any disclosure statements or information therein relating to the Tender Offer will not be released, issued, published, communicated, advertised or disseminated to the public in Cyprus.This announcement, the tender offer memorandum and all other documents and materials relating to the Tender Offer do not constitute investment advice or a recommendation under Cyprus law, nor do they constitute an offer or advertisement of securities in Cyprus, they are not intended to be and must not be distributed via information distribution channels or to the public in Cyprus.

The tender offer memorandum and any other documents and materials relating to the Tender Offer (including this announcement) may be distributed in Cyprus only by a duly licensed investment firm established or operating through a branch in Cyprus or by a credit institution authorized under Directive 2013/36/EU, permitted and authorised to conduct such activities in Cyprus in accordance with the following enactments:

(a) the Investment Services and Activities and Regulated Markets Law, No. 144 (I) of 2007, as amended from time to time (the "2007 Investment Services Law");

(b) the Investment Services and Activities and Regulated Markets Law, No. 87(I)/2017, as amended from time to time (the " 2017 Investment Services Law");

(c) Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No. 648/2012,

and only to professional clients in Cyprus as defined in the 2007 Investment Services Law and in the 2017 Investment Services Law.

This announcement, the tender offer memorandum and any other documents and materials relating to the Tender Offer may not be used for any invitation or solicitation purposes for or in connection with the sale, marketing, offering or acquisition of any securities in Cyprus in circumstances under which it is unlawful under Cyprus laws to make such an invitation or solicitation.

Please address any questions or concerns to:

Anastasiia Sobotiuk (Kyiv)

Director of IR & Assistant Secretary  +38 050 339 29 99

a.sobotyuk@mhp.com.ua 

John Grant (London)

Senior Independent Director +44 (0)7768 465042

johngrant13@btconnect.com